
At 5.42 p.m. on 30 August 2007, Mr I. sought Mr S. for urgent comments on 18 outstanding documents before the parties could complete them (see pages 767 & 768 of A.C. 1). From this email, it can be seen that one of the outstanding documents was my letter of resignation which, as stated above, I signed the next day.
This email was distributed to the numerous parties (W., M., the Purchasers’ representatives, including Mr. M., L. E. and A. A., B. T., C. S.) who had just participated in a conference call shortly before the 5.42 p.m. email was sent. In order to ensure that a conference call was held with all parties, the conference participants must have assumed that the shareholders (i.e. B. and W.) and myself were represented for that conference by M. Moreover, it is quite clear from this e-mail that Mr S. had commented on the documents and the Draft SPA in circulation that day (presumably on behalf of the shareholders and on my behalf) and that all but two comments had been incorporated.
I was shown a copy of the sign of B. T. on Draft Schedule 2 of the Waiver Deed in Draft 6 W. and their remarks next to the blank Equity figure which stated that: ‘We need to discuss when you have viewed our updated report (section 1).’ This was attached to the e-mail from B. M., to Mr S., inter alios, sent at 7.47 p.m. on 30 August 2007 (see p. 769 of A.C. 1) in which Mr M. stated: ‘We will discuss the sensitive figure for section 2.1 with W. shortly.’
At 9.10 p.m. on 30 August 2007, Mr S. sent an e-mail to Mr I., copied to all parties (see p. 799 of A.C. 1), in which he pointed out that:
He had faxed certificates of good standing for B. and W. and was awaiting ‘further information from our New York lawyers’. It is assumed that Mr. S. was speaking on behalf of B. and W. in this sense and, therefore, meant their New York lawyers whom he had instructed on their behalf.
The ‘F.C. Directors’ apart from P. had already resigned. As stated above, however, I did not sign my letter of resignation until the following day and so the 288bs should not have been faxed by Mr S. to Mr L. that day.
He was waiting for letters of resignation for the directors from the ‘tax advisers of A.C. and F.Z.’. In fact, Mr. S. faxed to Mr. L. my letter of resignation of 31 August 2007, accompanied by the resignation of Mr. Z. of the same day, 31 August 2007 (see pages 802 – 804 of A.C. 1).
He had faxed my Power of Attorney to W. and stated that he would be ‘armed with a Power of Attorney F.Z. tomorrow’.
I note from Mr. L.’s e-mail sent at 10.52 p.m. on 30 August 2007 that a further conference call was to be held at 9.30 a.m. on 31 August 2007 (see p. 805 of A.C. 1). Again, I was not aware of this call, which was intended to discuss the Rule 2.5 Announcement, nor was I shown a copy of the Draft Registered Cash Offer attached thereto.
[…] (The story goes on to detail the transaction and the various communications between the parties involved.)
My lawyers informed me that the changes in the manuscript of the fully executed Share Purchase Agreement, which did not appear in the Sarita Share Purchase Agreement, included:
(a) The date on the cover page and page 1.
(b) Page 6 – Deletion of B. from clause 4.3(b)(3)3 and further amendments made therein by Mr L. It is interesting to note in any event that by that time I had already resigned as Director of QPRH.
(c) Page 6 – Deletion of B. from clause 4.3(b)(4)1 and deletion of P. from clause 4.3(b)(4)2 which were initialled by Mr L. and Mr S. As noted above, at that time I had in any event already resigned as Director of QPRF&A.
(d) Page 7 – Correction of A.’s name in Clause 4.3(b)(6)6.
I have not seen any document or communication within the M. communication.
A complaint has been lodged with Scotland Yard about the matter.