Tue | Oct 27, 2020

Key cuts it close with court hearing on AGM

Published:Wednesday | October 14, 2020 | 12:15 AMKarena Bennett/Business Reporter
Don Wehby, chairman of Key Insurance Company Limited and Group CEO of GraceKennedy Limited.
Don Wehby, chairman of Key Insurance Company Limited and Group CEO of GraceKennedy Limited.

Cutting it close, the Supreme Court will hold hearings on whether Key Insurance Company can hold a virtual annual general meeting (AGM), one day ahead of its convening.

Chairman Don Wehby thinks it might be too close, and might mean a postponement. The meeting is scheduled for October 22. The court hearing is on October 21.

“That’s the earliest date we could get from the court. The precedent is that the court approves [such requests] because of what is happening with COVID-19, but as soon as we get the court ruling we will make a decision as a board of whether to postpone it or have a physical meeting with a limited number of people,” Wehby said.

Key’s AGM will be its first since GraceKennedy’s takeover of the general insurance company, which had fallen into trouble and needed to be rescued.

One of the priorities of the new board led by Wehby, who is also Group CEO of GraceKennedy Limited, is to pump fresh capital into the operation. Shareholders will be asked to approve an increase in the company’s authorised capital, at the AGM, from 496 million to 700 million shares, paving the way for a renounceable rights issue. Under a renounceable offer, shares not taken up by the existing owners can be sold to other stock market investors.

“Despite the constraints arising from COVID-19, we wanted to make sure that all our shareholders, particularly our minority shareholders, are afforded every opportunity to effectively participate in making these crucial decisions about Key’s future. This is why we have applied to the Supreme Court for approval to host the AGM virtually, because some of the matters to be decided on by shareholders at the AGM are critical issues, including capitalisation and a potential rights issue,” Wehby told the Financial Gleaner.

If approved, the company is expected to offer 122.82 million for take up by shareholders.

“At this point, we cannot say definitively whether the board’s decision will be to postpone the AGM or proceed with a physical meeting on schedule,” he said.

Wehby said that if the decision is made to proceed with a face-to-face or in-person AGM, the latest Disaster Risk Management Order issued in June includes an exemption on public gatherings for AGMs, and would facilitate the meeting. Public gatherings are otherwise limited to 15 people.

“Whatever the decision of the board in this event, Key will take immediate steps to notify the public and update shareholders on the way forward,” he said.

karena.bennett@gleanerjm.com