Change - Announcement of Cessation::CESSATION OF EXECUTIVE DIRECTOR

Issuer & Securities

Issuer/ Manager
ISR CAPITAL LIMITED
Securities
ISR CAPITAL LIMITED - SG1P04916067 - 5EC
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Cessation
Date &Time of Broadcast
08-Mar-2017 22:58:52
Status
New
Announcement Sub Title
CESSATION OF EXECUTIVE DIRECTOR
Announcement Reference
SG170308OTHRFCJN
Submitted By (Co./ Ind. Name)
CHEN TONG
Designation
EXECUTIVE CHAIRMAN
Description (Please provide a detailed description of the event in the box below)
Cessation of Executive Director

Additional Details

Name Of Person
David Francis Rigoll
Age
54
Is effective date of cessation known?
Yes
If yes, please provide the date
06/03/2017
Detailed Reason (s) for cessation
Mr Rigoll is resigning following a disagreement with the Board of Directors (the "Board" ) where he alleges that the Company has failed to pay him his salary for February 2017 and that the Board has failed to act in accordance with its duties after he raised the question of the appropriateness of the appointment of the Company's previous legal adviser given the position of conflict that the previous legal adviser is in. In relation to his allegations on the appointment of the previous legal adviser, the Board has requested for Mr Rigoll to provide evidence to support his allegations. The Board has to-date, not received any such evidence to support Mr Rigoll's allegations, which the Board considers baseless. For the avoidance of doubt, the Board and the Company deny all allegations made by Mr Rigoll and will be seeking legal advice if required.
Are there any unresolved differences in opinion on material matters between the person and the board of directors, including matters which would have a material impact on the group or its financial reporting?
Yes
If Yes, Please provide full details
As described in the section on "Detailed Reason(s) for resignation" above.
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?
Yes
If Yes, Please provide full details
Mr Rigoll has also given notice that with effect from the date of his resignation (6 March 2017), he will be withdrawing the voluntary deed of undertaking/moratorium that he has previously provided on selling, transferring or otherwise disposing of all the shares of ISR Capital Limited that are held by him, as announced by the Company on 8 June 2016 and no longer considers himself to be bound by terms of the deed of undertaking/moratorium. The Board is of the view that Mr Rigoll is not in a position to unilaterally terminate the deed of undertaking that was provided by Mr Rigoll on 8 June 2016 without the mutual agreement of the Company to vary or change the terms of the deed of undertaking satisfactory to Mr Rigoll and the Company and only if doing so would be in the interest of and for the benefit of the Company. The Board is of the view that Mr Rigoll has breached the terms of the deed of undertaking by disposing some of the shares of the Company on 6 March 2017 and will be seeking legal advice as to the appropriate course of action to take.
Any other relevant information to be provided to shareholders of the listed issuer?
No
Date of Appointment to current position
16/05/2016
Does the AC have a minimum of 3 members (taking into account this cessation)?
No
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
2
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
5
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Executive Director
Role and responsibilities
Responsible for overseeing and managing the Group's investment in the exploration and development of rare earth elements asset.
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Nil
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details
Holds 429,113,000 ordinary shares in ISR Capital Limited as at 5 March 2017.
Past (for the last 5 years)
1. Tantalus Rare Earths AG
2. TigakhanAG
3. Master Synergy Ltd
Present
None