RE: Shareholder oppression From Oliver Lennox-King at Roxgold (RGM)
Roxgold shareholder shocked at AGM postponement
2012-07-12 17:48 ET - News Release
Mr. Bernard Simon reports
OLIVER LENNOX-KING SENDS LETTER TO ROXGOLD BOARD REGARDING POSTPONEMENT OF ANNUAL MEETING
"...In my view, the unprecedented action you have taken is obvious evidence of your desire to protect your own economic self-interests at the expense of shareholders and flies in the face of any responsible standard of corporate governance.This was a remarkably ill-advised decision.
"I am formally putting you on notice that if the board of directors of Roxgold continues to take steps to disenfranchise me and the other Roxgold shareholders who support my initiative, or to otherwise frustrate my efforts to implement critical and broadly supported changes to the company, or to impair the company or its prospects in any manner, I intend to hold each member of the board of directors fully liable for all damages suffered as a result of such actions, as well as any and all costs that may be incurred in connection with the protection of my rights. You should fully expect that shareholders that support my initiative would join in any such proceeding.
"...If after obtaining control of the board it becomes evident that you have dissipated company resources in pursuit of an entrenchment strategy, or otherwise for your personal benefit, it is my intention to seek court authority to declare your actions in breach of your fiduciary obligations to Roxgold, and accordingly deny each of you any right to indemnification you may otherwise enjoy pursuant to any indemnity arrangements with Roxgold or under applicable laws.
Finally, given the present circumstances, I expect that you will only carry out the business of Roxgold in the ordinary course, and that without the consent of Roxgold shareholders, you will not undertake any transactions that would change, modify or diminish the current asset base of Roxgold, issue further shares of Roxgold, or in any other way affect the capitalization of Roxgold until replacement directors acceptable to the shareholders of Roxgold have been appointed..."