NICA Is Going To Get Interesting. On 4 February 2008, the Board of Directors of NICA were served with a requisition. It was delivered to the address of their registered agent. The requisition was a document demanding that the Directors call a general meeting of the shareholders in the company. The stated purpose of the meeting was to discuss and vote on a resolution to appoint Avondale Thomas to be the liquidator of the company. Mr Thomas is a respected certified accountant of Antigua. It was he who did the previous forensic report on the accounts of NICA as instructed by the Court in 2003. The requisition was signed by 79 persons who were the registered shareholders of 451,500 shares.
Section 121 of the Companies Act says that the holders of at least 5% of the shares may requisition the directors to call a meeting for the purposes stated in the requisition. With NICA having a share capital just short of 5,000,000 shares, the signing shareholders represented nearly 10%, more than enough to satisfy the legal requirement.
No response came from the Directors. They never acknowledged receiving the requisition. They never announced they would hold the requested meeting. They never said they would not. They just kept on doing what they do best, abusing the patience of the shareholders.
Meanwhile, shareholders who had not signed the requisition continued to demand that they be joined in the action. More and more of them signed up to the requisition. They knew it was too late for them to be included in the official version. But, they wanted to show their support for the proposal to wind up the company. A total of 97 further shareholders, with 218,800 shares, signed. Together they represented over 10% of the shareholding in the company. Bear in mind that, after twenty years, probably one third of the original shareholders are dead. And, National Bank, the largest shareholder, is bound by the terms of the original prospectus not to vote the shares it repurchased. Those 10% of the shareholders represent a significant proportion of the present living and voting shareholders.
On 5 March, the Directors were sent a reminder by the shareholders. Again, they did not respond. They did not acknowledge receipt of either the original requisition or the reminder.
Section 121 of the Act says that, if the directors do not call the meeting, the shareholders may do so. The shareholders have every intention of calling a general meeting, as a first step. They lack the resources of the directors, but will have to meet the expense out of their own pockets. They will just have to keep the costs as low as possible. If some of the big boys in the company join together to defeat the wishes of the abused shareholders, there is further action to be taken. Any shareholder can petition the court on equitable grounds to bring the company to an end. We are satisfied that an abundance of equitable grounds exist.
Meanwhile, telephone calls of support continue to come in to the homes of Bob Rogers and Collins Richardson, two of the principle organisers.
All shareholders who agree that the time has come to stop the continued abuse by the directors and the waste of their investment in NICA are urged to keep their ears open. Listen for the announcement of the upcoming meeting. All should attend and vote to bring the company to an end. It is time for us to have the land and assets of NICA sold on the open market. We need to get our investment back, with interest. Before we all die of old age.
For fifteen long years, the shareholders have been waiting for their appointed Auditors, KPMG Peat Marwick to produce the audited accounts. They need to be paid their fees and to be given the accounts of the company so that an audit can be done. The directors have refused to carry out the instructions of the shareholders. The directors choose not to tell us what they are doing. For the past four years, no shareholders' meeting has been summoned. A forensic investigation will reveal exactly what is going on with the company.
Why are the directors behaving so badly? We are entitled to suspect the worst. It is time for any director who may be making a secret profit out of the use of NICA's assets to be brought to book.