Patent attorney Murgitroyd & Company last night cited controversy surrounding the belated disclosure of Carphone Warehouse co-founder David Ross's pledge of shares in the mobile phone retailer to guarantee loans as the "catalyst" for an announcement yesterday about its chairman's personal interests.
The Glasgow-based patent and trademark attorney informed the stock market yesterday that Ian Murgitroyd, its executive chairman, had "through an agreement dated 26 April, 2002, pledged 1,188,274 Ordinary shares in the company to be used as security against lending obligations for which he may from time to time become responsible".
The shares pledged more than six-and-a-half years ago amount to 14% of Murgitroyd's Ordinary share capital, and nearly half of the chairman's 29.12% stake. At last night's closing price of 240p, the shares pledged are worth £2.85m.
Murgitroyd & Company said in its announcement to the stock market that its chairman had notified them of his agreement with his bank on Monday this week.
Asked by The Herald last night about the nature of the lending obligations for which the security had been pledged to the bank, Murgitroyd & Company chief executive and finance director Keith Young replied that it related to "the totality of his (Ian Murgitroyd's) banking".
Young added: "Some of it might have attached to a house mortgage It was in connec- tion with his personal banking."
Ross resigned last week as deputy chairman of Carphone Warehouse after disclosing belatedly that he had used some £130m of shares he owned in the mobile phone retailer to guarantee loans.
The Carphone Warehouse co-founder's problem stemmed from Financial Services Authority rules, covering companies on the Official List of the London Stock Exchange, that "persons discharging managerial responsibilities and their connected persons" must notify the company concerned of all transactions concerning their shareholding.
Young emphasised that, to the best of Murgitroyd & Company's understanding, there was no such rule for companies on the Alternative Investment Market.
Murgitroyd & Company is on AIM, rather than the Official List.
Young said: "There isn't a requirement to make that disclosure in as best as we understand it It is decent governance to just make the announcement."
Murgitroyd & Company also declared in its stock market announcement yesterday, in relation to its chairman's pledge of shares as security for his personal banking, that "the value of the secured assets continues to be significantly in excess of the lending obligations under the agreement".
Young said that the value of the borrowings against which the shares were pledged was in absolute terms "de minimis, as tends to happen".
Addressing the question of why it was only now that Ian Murgitroyd's pledge of his shares was being disclosed, when the arrangement had been made in April 2002, Young said: "The catalyst, certainly for us, was the newspaper coverage of David Ross at Carphone Warehouse."
Noting several similar announcements from other companies since the Ross controversy erupted, Young said that "in a number of companies people looked across their board tables" to establish whether any directors might have pledged shares as security for loans. Ian Murgitroyd, whose family owns 39% of the patent attorney, had said that he did.
The decision to make the announcement had, Young added, been made by the board in conjunction with the company's nominated adviser, merchant bank Noble.
On whether he believed any shareholders might question Ian Murgitroyd's position, Young emphasised he did not think this would be an issue.
Young said: "We haven't breached any rules. There isn't an issue in terms of what is the penalty for breaking this rule. There isn't this rule."
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