Dividends & Trading Expected After Argus AGM
Argus Group Holdings Limited announces that its 2010 Annual General Meeting (“AGM”) will take place on November 8 at 10:00 a.m. at the new Argus Building, 14 Wesley Street, Hamilton. Voluntary suspension of company shares of expected to be lifted following the AGM, and dividend payments expected to resume.
The 2010 AGM was originally scheduled for July 22, 2010, but was postponed because it was brought to the attention of the Argus Group that insufficient notice had been given to shareholders of that AGM and several others due to an inadvertent administrative error. As a result, the Bermuda Stock Exchange (“BSX”) agreed to the Company’s request to voluntarily suspend the trading of its shares on August 2, 2010, until this matter could be resolved. This voluntary suspension of trading in the company’s shares, which was at the request of the Company, is ongoing but it is anticipated that the suspension will be lifted following the AGM, when proposals (detailed below) will be put before shareholders constituting the final steps needed to remedy this matter.
Gerald Simons, President & Chief Executive Officer of the Argus Group, says: “Due to the legal ramifications arising from inadequate notice that was given to shareholders for the 2010 AGM scheduled for July 22 and, as our investigations revealed, the company’s AGMs from 2006 to 2009, as well as the AGMs for the period 1985 to 2002 of its predecessor, Argus Insurance Company Limited, it was necessary for Argus to apply to the BSX to voluntarily suspend trading of the company’s shares until this situation is resolved.”
While the giving of inadequate notice was a result of an administrative error and completely inadvertent, the legal implications are disproportionately significant and complicated and could include the following:
- 1. Certain Annual General Meetings of the Argus Group and Argus Insurance Company Limited are arguably voidable and any resolutions passed at those meetings potentially invalid.
- 2. The purported share capital increases of Argus Insurance Company Limited since 1985 and subsequent shares’ issues may be challenged on the basis that the increases were approved at a meeting of which inadequate notice had been given.
- 3. Persons receiving shares in Argus Insurance Company Limited subsequent to 1985 may arguably have no legal entitlement to be registered as a shareholder of Argus Insurance Company Limited and possibly may not have properly become shareholders of the Argus Group following the 2005 Scheme of Arrangement when shareholders of Argus Insurance Company Limited exchanged their shares for shares in the Argus Group.
The Board of Directors of the Argus Group adopted a multi-layered strategy in light of the significance of these possible consequences as follows:
- 1. Supreme Court Petition – Upon petition, Chief Justice Ground on October 5, 2010, granted an order of the Bermuda Supreme Court declaring, amongst other matters, that the shareholders of Argus Insurance Company Limited had by virtue of a long course of conduct waived any defect or irregularity which may have existed in the convening of Annual General Meetings of Argus Insurance Company Limited and the transaction of any business at those meetings and, importantly, approved the Register of Members of Argus Insurance Company Limited as at the date of the 2005 Scheme of Arrangement.
- 2. Amendment of the Argus Insurance Company Limited’s Private Act – The Minister of Finance, on October 8, 2010, gave her consent to amend The Argus Insurance Company Act 1961 (the “Private Act”). The Private Act amendment will retrospectively nullify the giving of inadequate notice and, as a result, the resolutions approved at any prior Annual General Meeting of Argus Insurance Company Limited, including the increases in Argus Insurance Company Limited’s share capital, will stand as valid and binding.
- 3. Ratification – Following the consent of the Minister of Finance and the Order of the Supreme Court, the Argus Group, as the sole shareholder of Argus Insurance Company Limited, intends to approve the Private Act amendment and ratify and approve the resolutions of Argus Insurance Company Limited, including any consequential actions by its directors and officers.
Shareholders of the Argus Group will be asked to approve the final steps needed to resolve this matter at the AGM on November 8. A Proxy Statement has been mailed to them today. Following the AGM, it is expected that the Argus Group will apply to the BSX to lift the voluntary suspension of trading of the company’s shares.
Gerald Simons adds: “While the voluntary suspension of shares has been in place, day-to-day operations of the Argus Group have not been affected in any way and business has continued as usual. While the Argus Group is financially in a position to declare and pay a dividend, the Board of Directors was advised that it would be improper to do so until the matters above are resolved. We encourage our shareholders to attend the Company’s 2010 Annual General Meeting on November 8, 2010 to approve the final steps needed to resolve this matter. If shareholders are unable to attend in person they should sign and return their Proxy as soon as possible”
How does this guy keep his job? After the Butterfield shares fiasco and now this? He should resign.