London Stock Exchange
21 January 2000
SEACON HOLDINGS PLC
Introduction
1. A hearing of the Quotations Committee (the 'Committee') of the
London Stock Exchange (the 'Exchange') took place on 18 January 2000 to
consider a referral from the Listing Department under paragraph 1.8 of
the Listing Rules concerning the circumstances surrounding the failure by
Seacon Holdings plc (the 'Company') to obtain the prior approval of its
shareholders in general meeting for the Class 1 disposal of its combined
properties at Express Wharf and Hutchings Wharf, West Ferry Road, London
(together known as the 'Property').
Decision
2. The Committee's decision is as follows:
a) The Company was in breach of paragraph 10.37 of the Listing Rules by
failing to obtain the prior approval of its shareholders in general
meeting for the Class 1 disposal of the Property; by failing to make
the disposal conditional upon approval being obtained from its
shareholders in general meeting; and by failing to publish a circular
to shareholders seeking their prior approval.
b) The Committee censures the Company and considers it appropriate in
the circumstances that its decision and the reasons therefor should be
made public.
Reasons
3. The Committee was appointed to consider a referral from the Listing
Department of the circumstances surrounding the sale of the Property by
the Company in respect of which contracts were exchanged on 26 July 1999
and the sale completed on 22 October 1999. The disposal fell within the
Class 1 requirements that are set out in paragraph 10.37 of the Listing
Rules but the Company has stated that it was unaware that the disposal
was classified as such at the time that exchange of contracts took place.
However, the Company subsequently issued a circular on 24 September 1999
seeking retrospective ratification from shareholders for the disposal,
which it duly obtained.
4. The Company has acknowledged that it was in breach of paragraph
10.37 of the Listing Rules. By way of explanation of its breach, the
Company has stated that this was an oversight caused by the time
constraints imposed on the Company by the purchaser of the Property to
exchange contracts.
5. The failure to comply with paragraph 10.37 was drawn to the
Company's attention on 27 July 1999. The Company immediately contacted
the Exchange and took advice from its advisers. This led to the issue of
the circular which referred to the failure to obtain prior approval from
shareholders and sought their retrospective ratification for the sale of
the Property.
6. The Committee has taken into account the admission of breach by the
Company, the directors' concern to act in the best interests of the
Company and its shareholders, the circumstances in which the Company
found itself and the fact that, when the transaction was finally put to
shareholders to vote upon it, the sale was ratified.
7. Nonetheless, the Committee regards the requirements of paragraph
10.37 as an important protection for shareholders and takes the most
serious view of listed companies which disregard it either by oversight
or otherwise. The directors of the Company proceeded with the exchange
of contracts for the sale of the Property without having regard to the
requirements of paragraph 10.37 of the Listing Rules; in the Committee's
view the circumstances upon which the Company has relied do not excuse
the above breach of the Listing Rules.
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