The High Court has refused Patrick O’Sullivan’s application to have himself and two other nominees recognised as directors of Conroy Gold and Natural Resources plc. Mr Justice Max Barrett ruled that the company had not received the notices and information required for their appointments under its articles of association and the Companies Act 2014.
Mr O’Sullivan, who held about 28 per cent of the company’s shares, requisitioned an extraordinary general meeting (EGM) in August 2017. Members voted in favour of resolutions to appoint him, Paul Johnson and Gervaise Heddle. The court said there was no dispute over separate resolutions removing six directors. The dispute concerned whether the three appointment resolutions could take effect despite the notice requirements.
Article 85 required a member’s notice proposing each nominee, including specified director particulars, and a notice signed by each nominee confirming willingness to serve. The notices had to be given to the company between seven and 42 days before the meeting. Section 144 of the 2014 Act also required notices for proposed director appointments.
The judge found that Conroy Gold received none of the required notices or particulars, either within the deadline or at all. The nominees had supplied due-diligence questionnaires and personal information to the company’s advisers, Allenby Capital and IBI Corporate Finance. But the court found those firms had limited roles relating to the company’s AIM and ESM listings; they were not responsible for company-secretarial work and had no authority to receive formal appointment notices. The information was not passed on to Conroy Gold.
The court also rejected the argument that earlier correspondence, a meeting with the board, the questionnaires, or the votes at the EGM amounted to compliance. It found that the May correspondence was outside the required timeframe and did not contain the necessary particulars and signed notices. A majority vote could not override the company’s articles or statutory requirements. The judge said there was no obligation on the board to remind shareholders to meet those requirements.
Mr O’Sullivan had sought declarations that the resolutions were valid, that the nominees were entitled to take their seats, and that the company’s conduct was oppressive. The court found no oppressive conduct on the evidence and said it made no finding on Mr O’Sullivan’s broader criticisms of the company’s operation. It refused all reliefs sought in the application.