UKSA has sent letters to Dick Olver, BAE Systems chairman and to Sir Peter Mason KBE, its senior independent director, calling upon them to take whatever action is necessary to ensure that private investors in BAE using nominee accounts are enabled to vote on the proposed merge with EADS.
Anticipating that the merger will be by a scheme of arrangement, UKSA notes that as many as 86.5% of BAE Systems shares are held in nominee accounts. Calling it “shocking and utterly reprehensible..... no less than a scandal” that individual nominee account users are usually denied a vote on such occasions, UKSA wants BAE Systems’ directors to put pressure, both private and public, on all nominee account providers on the share register –
• to ensure that all their clients are fully informed about the proposals,
• to grant their clients (in good time) the opportunity to say how they wish the shares bought with their money to be voted and
• to vote in accordance with those expressed wishes and in no other way.
It cannot be right for the merger to be decided by those holding a minority of the shares. Nor would it be right for nominee account providers to vote, having no beneficial interest in the outcome, unless they were acting on client instructions.
to read more. Letters to BAE directors and note on Scheme of Arrangement attached.