Business
Board response to the Ellis statement
Board response to the Ellis statement.
About this update from Van Elle Holdings Plc
[{"type":"text","content":"\n \nRNS Number : 3586Y Van Elle Holdings PLC 05 December 2017 \n\n5 December 2017\nVan Elle Holdings plc\n \n(\"Van Elle\" or the \"Group\")\n \nBOARD RESPONSE TO THE ELLIS STATEMENT\n \n1. Introduction\n \nOn 27 November 2017, your Board received notice that, pursuant to section 314 of the Companies Act 2006, Mr Michael Ellis (holding greater than 5% of the total voting rights in the Company) wished to exercise his right to request the Company to issue to Shareholders, on his behalf, a statement with regard to the Ellis Resolutions (the \"Ellis Statement\"). In fulfilment of the Company's obligations under the Companies Act 2006, the Ellis Statement was set out in a circular sent to Shareholders on 29 November 2017. \n \n2. The Board response to the Ellis Statement\n \nIn the circular dated 29 November 2017, the Board stated that it did not consider that any points raised in the Ellis Statement called into question the views it had previously expressed in the circular sent to Shareholders on 22 November 2017, within which the Board unanimously and strongly recommended that Shareholders VOTE AGAINST the Ellis Resolutions. \nThe Board's position remains unchanged and it now makes the following comments in response to the Ellis Statement: \nIncreased risk that Mr Ellis exerts significant influence over the conduct of the Board\nIn the Board's opinion, the Ellis Statement reinforces its previous concerns that the Ellis Resolutions serve to promote the interests of Mr Ellis and his family (the \"Ellis Family\"), not necessarily to the benefit of the Company and its other Shareholders, and that it is his intention that the Ellis Family exert significant influence over the conduct of the Board in the future.\nThe Ellis Statement, while vague as to the exact roles Mr Ellis and his son-in-law, Thomas Lindup, would have on the Board, makes it clear they would hold executive positions within a reduced Board containing only two independent non-executive directors. In addition, the Board notes with concern that Mr Ellis has already secured indications from three additional unnamed non-executive directors to join the Board, presumably once he has secured his own election through the Ellis Resolutions. This board of eight directors, envisaged by Mr Ellis, would include himself, his ...