Future of Baltimore board riding on agm vote result

The fate of the Baltimore board hung in the balance last night pending the outcome of a vote to remove the directors at yesterday…

The fate of the Baltimore board hung in the balance last night pending the outcome of a vote to remove the directors at yesterday's annual and extraordinary meetings.

Baltimore said a poll count was being undertaken but the results would not be known until today at the earliest.

Baltimore's largest shareholder, Bermuda-based Acquisitor, is making a second attempt to oust the remaining five members of the company's board and replace them with its own nominees. Acquisitor, which has increased its stake in Baltimore to more than 25 per cent since it failed to depose the board last May, also opposed the other resolutions put forward at yesterday's annual meeting.

Baltimore's proposal to return cash to shareholders through the payment of a special dividend has no hope of success, as the proposal needed approval from 75 per cent of the votes cast and Acquisitor voted against it.

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However, a number of other key resolutions, including the resolution to receive and adopt the company's accounts, can be passed with a simple majority.

One source close to Baltimore said the outcome of these resolutions and the resolutions put forward at an extraordinary meeting to remove the directors and replace them with five Acquisitor nominees would go "down to the wire".

The company, which has more than 40,000 retail investors, said it had received a good response from independent shareholders with more than 8,500 proxy votes received.

"Over 90 per cent of the shares voted by these independent shareholders are in support of the board's resolutions and oppose Acquisitor's," Baltimore said.

The meeting, which was held in London, was attended by about 50 shareholders and lasted three hours. The board was questioned about the company's property assets in Canada, Australia, Britain and Ireland and compensation payments made to executive directors for loss of office.

Acquisitor also answered questions from shareholders about its plans for the company.

Meanwhile, Baltimore confirmed yesterday that it had received details of a potential claim from solicitors acting for Earthport, a UK-based, AIM-listed company specialising in the provision of secure electronic payment systems.

The claims, arising out of agreements between the companies in March 2001, are for the return of Earthport's payment of £4.5 million to Baltimore, with interest plus additional damages which Earthport is currently assessing but which it claims to be "substantial". "The board of Baltimore will urgently look into this matter but knows of no foundation for these alleged claims," the company said.