We write further to the letter of 13 October 2017, on behalf of clients represented by Bindmans LLP and Bhatt Murphy solicitors, which raised a number of concerns of both procedure and substance concerning the Annual General Meeting scheduled for this Tuesday, 17 October 2017. We again write on behalf of clients of both Bindmans LLP and Bhatt Murphy. We have copied in Bindmans LLP and also those representing RBKC.
Over the weekend, upon our 13 October letter being sent to you and then publicised (inter alia in The Guardian), we have learned that at least one resident Member of the TMO who is also a survivor of the fire at Grenfell Tower (a Bhatt Murphy client XXXXX previously resident at XX Grenfell Tower) has not received notice of Tuesday’s AGM. It appears to us that this may be a result of the fact that notice is typically given by post, but those who lived both in Grenfell Tower and the Walkways blocks surrounding it have been evacuated and are in temporary accommodation including in hotels. We are, to say the least, surprised that in the circumstances you have not been more diligent in ensuring that notice was properly received by all members, in particular victims of the fire. We are taking steps to establish how many Members have not received such notice. XXXX will attend the AGM on 17 October and we trust you will accept this email as formal notification and that there will be no difficulties in his attendance and participation in the AGM being facilitated?
In our view, in light of these circumstances, any resolution passed at Tuesday’s AGM will be invalid. As you ought to be aware, s.301 Companies Act 2006 provides that a resolution is only passed validly at a general meeting if notice of the meeting and the resolution is given, inter alia, in accordance with the company’s articles and Chapter 3 of the Act.
Under Article 14.3 of the Articles, notice must be given in writing either by post or in electronic form at an address notified to the TMO by the relevant Member. In light of the above, the TMO is obviously aware that Members who were formerly resident in Grenfell Tower and the Walkways might not receive such notice (and to the extent necessary, we will contend that you had consequently been constructively notified of the ineffectiveness of notice at those addresses under Article 14.3). Consequently, notice has not been validly given.
To the extent that you seek to rely on the saving provisions of Article 14.5, our position is that that article is inapplicable. The reference to ‘non-receipt of notice…by any person entitled to receive notice of the meeting’ is qualified by the word ‘accidental’ which appears at the beginning of that sentence. In light of the points made above, you have obviously been (at best) reckless as to the requirement to give notice, and consequently such non-receipt cannot sensibly be considered ‘accidental’.
In light of the above, our clients would be entitled to a declaration of the invalidity of any resolutions voted on at the AGM, and an injunction restraining you from carrying out the same. If you insist on refusing to adjourn the meeting, there will be an inevitable increase in costs and trauma for those seeking appropriate redress and accountability for the TMO.
In light of the above we invite you to confirm that (1) at the outset of the AGM on Tuesday, the Chair will put to a vote a motion to adjourn the AGM for 21 days under Article 20.3; (2) the Chair will recommend such an adjournment to those present and voting. Failing such confirmation being given by 3pm on Monday 16 October 2017, we reserve our right to seek injunctive relief from the High Court prior to the AGM to restrain you from conducting the meeting.
In the event that there is no adjournment for any reason, we seek a further undertaking that you will not put into effect any of the Resolutions for at least 28 days to allow our clients sufficient time to seek further legal advice and apply for appropriate redress from the court.
We look forward to hearing from you urgently both in response to this email and our letter of 13 October.
10 Tyssen Street
Tel: 020 7729 1115
Fax: 020 7729 1117