Observation re-posted by Oxo42: letter to the takeover panel
Dear Sirs
Just in case you are unable to make the telephone call today I would like to put my concerns in writing, so that they are on record
1) I still dispute that Mr Ophir was an independent Director, his backers were just about the only shareholder to accept the 0.1p offer.
2) The independent Directors have a duty to procure the best deal on behalf of all shareholders and seek the best deal. They advised acceptance of a 0.1p offer from Ross, this was clearly not the best available deal as he doubled the offer within days. Were companies like Weatherford International and Derby Unitex approached by the independent directors, they signalled their interest by buying shares?
3)The company has refused to release any further financial information to shareholders after the unaudited six monthly accounts on 1st September. At this time the company's outlook was strong, six weeks later it faced administration. No explanation was given by the independent directors as to where the money went. Rumours suggest it has been used to pay off half the pension deficit, acquire stock and fixed assets, none of which has been pointed out to shareholders and would suggest a much stronger financial position than portrayed. From your own website: The Code is designed to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. In this case the Chairman Ross and his Oval employee Sands, the only remaining Directors of Cosalt have full access as the offeror to all Cosalt financial figures. Small shareholders can only guess what has happened after September 1st
4) It was Mr Ross who threatened to withdraw funding, not the banks. This is an obvious case of coercion.
5) The company no longer has any independent Directors. Mr Ross does not own 44% of the company, this is unacceptable treatment of small shareholders
It is glaringly obvious that there is something wrong with the way this takeover has been conducted. Mr Ross has a clear advantage in terms of information and is obviously in breach of his fiduciary duties by putting his interests ahead…
