Shepherd Neame restructure approved after threat of injunction withdrawn

At today’s meeting a poll of shareholders saw 81% support the company’s proposals to convert all A and B shares into a single class of ordinary share with economic and voting rights of all shareholders being re-aligned.

Former vice-chairman Stuart Neame was one of the dissenting voices during the negotiations and even threatened to take legal action against the board of directors.

However, he told the Publican's Morning Advertiser that he had pulled back from that threat over concerns this would deprive family shareholders of the increased dividends that the re-organisation would give them.

Hostile​

He said: “The meetings were duly held this afternoon at the brewery, with about 50 shareholders present.   There were a large number of hostile questions from shareholders - both family and others - and it was clear to me that the majority of those present opposed the proposals.   The chairman therefore decided not to ask for a show of hands, but declared that the result would instead be decided by a poll, to include proxy votes.”

He said the share price jump of almost 20% since the restructure announcement indicated the market was anticipating a takeover of the company.  

He said: “I am very sad that I have been unsuccessful in my attempts to guarantee that Shepherd Neame and remain an independent family company in the long term.”

In its announcement of the result of the poll the company made reference to the legal threat.

Threats​

It said: “At the General Meeting, the chairman announced that a letter from solicitors, acting on behalf of Stuart Neame, had been received shortly before the Meeting commenced.  The letter alleged that the circular is misleading in certain respects and threatens to commence legal proceedings contending that the resolutions passed at the meeting are invalid. The board, having taken legal advice, is entirely satisfied that any such claims, if made, are baseless and will defend any such action vigorously.”

The share capital reorganisation will become effective at 6pm tomorrow (Friday). Admission of the ordinary shares to the ISDX Growth Market is expected to take place and dealings to commence on Monday. CREST accounts for shareholders holding ordinary shares in uncertificated form are expected to be credited on Monday. The company has also said that shareholders with ordinary shares in certified form will get their new share certificates by Wednesday.

Following the reorganisation, there will be 14,857,500 ordinary shares in issue.