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FSA to look into mobile chief’s share dealings - February-24-12
Source: The Times - Law
The company that made an approach to Synchronica has called on its target’s independent directors to consider the future of its management, saying the chief executive bought shares during takeover talks.
The Financial Services Authority has also requested information from Synchronica and its rival Myriad and their advisers about what happened.
The Times reported yesterday that Angus Dent bought 800,000 shares in November three weeks after Myriad made an indicative offer of 11.65p a share. Mr Dent said that this had been only a vague approach that had been firmly rebuffed. But yesterday Myriad disputed that version of events.
In a statement yesterday, it called on non-executive directors to consider whether Mr Dent and David Mason, the chairman, should resign, whether they had breached their fiduciary duties and questioned what information Synchronica’s nominated adviser, Northland Capital Partners, had received and why the share purchase “was not viewed as insider trading”.
The Swiss-listed and Manchester-based mobile messaging company said: “At the time of this share purchase, Angus Dent and the board of Synchronica were engaged in discussions with Myriad and, in particular, the level of Myriad’s indicative offer.
“Myriad notes that the stock market had not been informed of Myriad’s approach or the level of its indicative offer prior to Angus Dent’s share purchase.”
The Times revealed this week that Mr Dent bought the shares on November 30 after Myriad submitted an indicative offer letter to Synchronica on November 11. Between then and the share sale, Myriad said that it received a letter from Mr Mason requesting clarification of certain aspects of the indicative offer. It said: “Myriad did not regard this letter as containing a ‘firm rebuffle’ [sic] of its indicative offer.”
The offer was not revealed to the market until early last month, by which time Synchronica’s stock had more than doubled from the 6.125p he had paid for each share.
Mr Dent dismissed the initial approach as a “fishing expedition” that was rebuffed and said that his decision to purchase the shares was approved by Northland Capital and by Mr Mason. But Myriad said that it was “surprised and disappointed” to read of the share purchase.
Synchronica declined to comment on the allegations made by its rival.
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