Statement re Seacon Holdings

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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