Origo Partners has announced that Brooks MacDonald, through its lawyers in the Isle of Man (where Origo is incorporated), has raised a further complaint. Brooks MacDonald asserts that the resolution passed on 8 March 2011 to amend the Company’s Articles to reflect the creation of the Convertible Preference Shares was not validly passed. This assertion rests on an argument that a “75% Resolution” (as defined in the Articles), which is required in order to amend the Company’s Articles, requires a majority of holders of 75% of all issued and outstanding shares to have voted in favour of it rather than a majority of 75% of votes cast. Brooks MacDonald, therefore, contends that if the March 2011 Resolution was not validly passed it would have a legal claim for the return from the Company of the consideration paid for the purchase of the Convertible Preference Shares.
Origo is disputing this and says it has legal advice that supports its position.