The Wordplex Information Systems Plc board was always likely to struggle to get the 75% vote it needed to push its Octagon Industries-backed refinancing proposals through yesterday’s Extraordinary General Meeting. And so it proved. After the Great Tea Trolley Disaster of 1987 triggered a disruptive fire alarm, employees were left, some in tears, to rue chairman John Heywood and his team’s inability to encourage more shareholders to fill in their proxy cards. In the end, 35.3% of votes cast in a derisory 42.1% turnout were against the proposals, and it was Islwyn all over again. On Friday night, the proxies were running 78% to 22% in the board’s favour, but, by the time the meeting opened, the gap had narrowed to 69.8% to 30.2% – below the level required. Still, with over 100 people encamped in the Wordplex staff canteen, there was everything to play for when the resolution proposing the Octagon-backed proposals was put.
Evacuated for 15 minutes
Poll cards were issued and filled in, and then, just after counting started, drama! A temporary employee in the assembly area, seemingly caught up in the tension of the proceedings elsewhere in the building, crashed a trolley he was pushing, breaking the glass covering a fire alarm and causing the whole building to be evacuated for 15 minutes as a safety measure. The final results when they came proved to be something of an anti-climax by comparison to the fire alarm. 2.79m in favour, 1.52m against – so the motion, despite a comfortable majority, fell. Wordplex employees present gasped in disappointment as the results were announced. One said, after what we’ve been through, we were hoping for a quick decision, not more uncertainty. He said that acting Wordplex chief executive and Octagon managing director Dr Geoff Bristow had made a real mark in his three months in the company, and had earned the support of the overwhelmingly number of staff. Bristow, himself, described the shareholders’ decision to reject the proposals, which would have seen him become chairman-designate and his Octagon colleague and Racal-Milgo managing director Jeremy Thomas become chief executive, as a tragedy and promised that he would fight for the best possible deal for the staff in the remaining three months of his contract. The door now appears to be open for Apricot Computers Plc’s share exchange offer to proceed, although the City is awash with rumours that both Kode International Plc and Thorn EMI are preparing bids. Why either of them would want Wordplex except to keep the maintenance business and asset strip the rest is not clear, but one can perm any one of 20 other possible White Knights – CPT, Rank-Xerox, Olivetti, NBI, Wang. And, as yet, Wordplex is not convinced by Apricot’s strategy either. Bristow says that Apricot’s case as it has been presented is a non-starter. In particular, he regards Apricot’s proposals to stop future development of the 8000 word processor as ridiculous. Roger Foster [chairman of Apricot] is shooting himself in the foot over the 8000. According to Bristow, even if Foster wants to drop the 8000, now is not the time to tell customers. Foster, present at the meeting, declined to comment on the vote until he had talked to his advisors.
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