44. On 28 June 2022, the Third Allen affidavit was filed...

44. On 28 June 2022, the Third Allen affidavit was filed which

addressed the matters that were the subject of my orders of 28 June

2022. Mr Allen's evidence was that between 15 March 2022 and

29 March 2022, he lodged votes on behalf of 26 shareholders in relation

to the defendant's annual general meeting. Mr Allen deposed that:

At the time I lodged the online votes, I understood that I held the

authority of the relevant shareholder to do so. I have explained the

circumstances in which I received such authority below.
45. Between 15 and 29 March 2022, Mr Allen had similar
conversations with 21 of the defendant's shareholders to the following
effect. Mr Allen noted that the defendant was the subject of a hostile
takeover bid by the plaintiff and that the plaintiff was trying to remove
the current board of directors of the defendant and appoint three new
directors. At the annual general meeting the resolutions to be voted on
included the adoption of the remuneration report, the re-election of
Mr Percy QC and the appointment of three new directors proposed by
the plaintiff. Mr Allen expressed the opinion to each of the
shareholders that he considered it was inappropriate in the middle of a
takeover bid for the plaintiff to attempt to circumvent the takeover
process. His evidence is that:
The member said to me words to the effect that they were happy for me
to lodge online votes on their behalf in a manner I saw fit.
46. Mr Allen then gives evidence of his conversations or text message
exchanges with each of these shareholders. In relation to a number of
these shareholders, the authorisation on which Mr Allen relies was not
given by the shareholder (or a director of the shareholder) but by others
(such as a stockbroker, family member, or friend).