As the Director at the centre of the Cutix PLC EGM Notice, it is only equitable, just and fair that I be given the opportunity to present my side of the story.
As they say, there are always two sides to every story and there is the truth backed up with verifiable facts and concrete evidence. Please look at the verifiable facts and concrete evidence below and draw your own conclusion as to what the truth is.
Let us first start by debunking the EGM NOTICE:
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (EGM) of Cutix Plc (the Company) will be held physically at the Company’s Head Office, 17, Osita Onyejianya Street, Umuanuka, Otolo Nnewi, Anambra State on Wednesday, November 27, 2024 at 11 a.m. to transact the following businesses:
Ordinary Resolutions: To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
1. “To remove Dr. Chidozie Nsoedo as a Director of Cutix Plc (the Company) following the depletion of the required minimum aggregate of 10% shares of the Company
that qualified him as a Director of Cutix Plc to represent Mr. Samuel Nsoedo and R.C Onyeje & Co on the Board under Section 83(1) of the Articles of Association of the Company.
2. “To amend the Articles of Association to include a provision that the Board of Directors may declare that a Director representing a Shareholder or Shareholders with shares or block of shares not less than 10% on the Board shall cease to be a member of the Board if the shares fall below 10% of the shares of the Company as required under Section 83 (1) of the Articles of Association of the Company and declare his office vacant.
POINT 1
Take note that the full text of Article 83(1) was not quoted in the public EGM notice published via the NGX platform.
For the avoidance of doubt, I have decided to quote below, the full text of Article 83 (1)
Article 83 (1) No Director or Alternate Director shall be required to hold any qualification share, but any shareholder or shareholders holding an aggregate of at least 10% of the shares of the Company shall be entitled to be represented by one director.
You can clearly see that there is absolutely nowhere in Article 83 (1) that it states that the
depletion of a 10% shareholding representation by any quantity automatically disqualifies or
automatically calls for the removal of a Director before the end of his or her 3-year tenure.
This would not even be a reasonable provision.
Article 83 (1) also clearly states that: “No Director or Alternate Director shall be required
to hold any share qualification” this means that Directors can be on the Board even if they
have no shareholding representation.
The 10% shareholding has to do with the entitlement to be represented on the Board; it
does not categorically state that any depletion in shareholding representation automatically
translates to the disqualification or removal of a Director before the end of the Director’s tenure.
POINT 2
Take note that the notice did not include all the other qualification criteria required to be on the Board, such as Article 83 (2).
After probate and the execution of the Will of Chief R.C Onyeje the Founder of RC Onyeje & Company (Nig) Ltd, the shares of RC Onyeje & Company (Nig.) Ltd were split among his relatives who are beneficiaries of his Will. Due to this split, my representative shareholding reduced from approximately 12% to approximately 7%.
For the avoidance of doubt, Article 83 (2) is quoted below, and it clearly states: Article 83 (2) “That a shareholder or group of shareholders with up to 4% of the paid
up share capital be entitled to nominate a person who need not be a shareholder but
with valuable skills, experience and contacts as a Director.”
Take note that my shareholding representation reduced from approximately 12% to approximately 7% which means that based on Article 83(2) I can still be on the Board. It is
worth noting that there are other Directors on the Board with less than 4% shareholding
representation, so the ethical question is:
Why attempt to remove me who has 7%? That is indeed very suspicious. It means there must have been an ulterior motive for my removal,
the so-called “share depletion” from 12% to 7% is just a red herring.
POINT 3
Take note that the notice also did not include that I was duly and unanimously elected by the shareholders of Cutix PLC at the 41st Annual General Meeting of Cutix PLC held on the 30th of August 2024 to serve a 3-year term.
For the avoidance of doubt, Article 96 (2) is quoted below, and it clearly states: Article 96 (2) “That a Director duly elected at the Annual General Meeting of the company is entitled to serve a 3 year term before seeking re-election”.
POINT 4
Just looking at the order of the agenda items for the EGM, you can tell that something
fishy is going on:
1. The first key question Shareholders should be asking is: Why should a Director be removed on a provision that does not currently exist or that is not clearly stipulated in the Company’s Memorandum and Articles of Association of Cutix PLC (MERMART). That in itself is a violation of the Memorandum and Articles of Association of Cutix PLC.
2. The second key question Shareholders should be asking is: Why should a Director who was duly and unanimously elected at a Statutory Annual General Meeting which was duly held on the 30thof August 2024 be suddenly removed on the same day in which there is a proposal to change the MERMART?
That in itself is unethical and is also a violation of the Shareholders’ resolution at the 41st Annual General Meeting of the Company.
3. Thirdly, the amendment on the MERMART makes no sense because it contradicts itself. In the MERMART: Article 96 (2) of the Company’s Memorandum and Articles of Association clearly states: Article 96 (2) “That a Director duly elected at the Annual General Meeting of the company is entitled to serve a 3-year term before seeking re-election.”
How then would it make sense to automatically disqualify a serving Director or
automatically call for the removal of a serving Director just because his or her share
representation has reduced from 10% to maybe 9%, 8%, 7%, 6%, 5%, 4%, 3%, 2% or
1% after being duly elected by Shareholders to serve for a 3-year term, this would make a mess and mockery of the MERMART because it is an illogical contradiction.
Based on Articles 83 (1), Articles 83 (2) and Article 96 (2) of the Memorandum and
Articles of Association of Cutix PLC, there is absolutely no doubt that this was an unfair,
unjust, and unethical attempt to remove me, under the pretext of shareholding depletion
and also an attempt to mess-up and make a mockery of the Company’s Memorandum and Articles of Association (MERMART) for this purpose.
Highly Esteemed Shareholders of Cutix PLC, please take note that I am a strong advocate for good corporate governance, professional ethics and integrity.
Therefore, it made no sense whatsoever for me to continue to work in an environment in which there is a lack of very basic professional ethics and integrity. I therefore resigned on the 14th of November 2024 as a Director of Cutix PLC. In the future, I may re-consider joining the Board of Cutix PLC again, but that will be dependent on so many factors being put in place.
