Questions for Albion AGM - Tuesday 3rd September. Will Patrick Reeve still be in office on Wednesday? Will Albion Capital Group llp be closed down completely?

No reply yet received to my request for answers ahead of the AGM:

My letter of representation to appear, ask questions and vote is from AJ Bell.

 Questions by Mark Gregory Hardy, Penny House, Pound Green, Thurlow CB9 7HY, a shareholder of Albion [ERRATUM: ENTERPRISE not Evolution] VCT plc, at (or before) the AGM to be held on 3^rd September 2024:

General:

• Why does Albion Capital Group llp always file accounts at Companies House for all its managed VCTs before the accounts have been received/reviewed/adopted by shareholders at the AGMs? The accounts for this company were filed with The Registrar yesterday 12th August 2024 - 3 weeks before the AGM.

Resolution 1:

• Why does the Directors Report (page 27) state that the combined “Albion VCTs” have only a 8.5% interest in the Voting Rights of Quantexa Ltd when the true figure is 9.5%? (see attached). Why did the Directors not disclose that a further 2.6% is owned by the Chairman and other members of Albion Capital Group llp in non-traded entities managed by them?

• Why does Note 20 “Related Party Transactions” not refer to the transfer of Quantexa Series A shares to the Chairman’s two non-traded funds in November and December 2023 for consideration stated to be £2,155,317.06 which is a 20% discount to the price he had paid for newly issued shares only 7 months earlier? That is a loss of £538,829.26 to this company alone and a similar, but improper, gain to the Chairman’s other interests?

(Mr Lascelles will confirm that the word “transfer” is used in Quantexa’s own share register, as well as being able to confirm the falsity of the statements he procured to be made in the Quantexa audited accounts concerning this company’s share dealings).

Why has the residual Quantexa shareholding not been “up/revalued” to the latest share offering price at which the Chairman’s other interests subscribed, and which the Directors advised was the value in their Press releases? That would have yielded a gain of more than £5.5 million or more than twice the reported amount of 2.55p per share “capital” income for the year (Note 10)

Resolution 2

• In the light of the loss of more than £500,000 caused to the company by the Quantexa share dealings, and their consistent failures to comply with their timeous filing obligations under the Companies Act 2006 (to follow - refer to your Head of Regulatory), will the Directors refund all emoluments received since April 2023 - being the date when the Quantexa share issue was first announced and shares issued at the 25% premium to the later transfer value to the Chairman’s other funds?

Resolution 3, 4 and 6

• If [THE NOMINEE] has not withdrawn his/her nomination, why does he/she think that he/she is a suitable person to be a Director in the light of the “improper” Quantexa share dealings and the more than £500,000 loss caused to the company, as well as the years of failure to procure the timeous filing of documents with the Registrar of Companies and false Confirmation Statements made under penalty of Perjury?

Resolution 5

• If the Chairman has not resigned before the AGM will he withdraw his nomination to be re-elected?

  • Reason 1. Fraud on the shareholders by transferring Quantexa shares at undervalue to entities in which he has a personal interest and failing to make proper and prior disclosure to, and/or obtain approval of this company’s shareholders, and failing to disclose the transactions as “related party dealings” in the accounts.

  • Reason 2. Failing to ensure that his company, Albion Capital Group llp, properly carried out its duties as Company Secretary, and by so doing:

    • caused all directors to be criminally liable for their failures to comply with the timeous disclosure provisions of Companies Act 2006; and

    • making knowingly false Confirmation Statements to the Registrar of Companies “that all information required to be delivered by the company to the registrar in relation to the confirmation period concerned either has been delivered or is being delivered at the same time as the confirmation statement” contrary to s6 Perjury Act 1911.

Resolution 7

• In the light of the failure to disclose the “related party” dealings with Quantexa shares, why does the Statutory Auditor believe the accounts show a “true and fair view”, and why he believes he can be trusted if reappointed?

Resolution 13

• It is submitted that this resolution is unlawful by reference to, and proper interpretation of, sections 307(2)(a) and 337(2) Companies Act 2006.

COPY summary provided re Resolution 1