Company director John Sorensen

accused of misusing power

Tim Hunter14:35, Mar 31 2015

A businessman involved in several NZX listings has been accused

of misusing a director's powers in trying to extract $6 million from a
shareholder.

Details of the case involving John Andrew Sorensen, a dealmaker

associated with several NZX listing schemes including Kim
Dotcom's Mega, Plus SMS and Truscreen, have emerged in court
documents.

They describe a dispute over $25m of investment cash supposedly

earmarked for a speculative Chilean minerals venture.

The original scheme, run through New Zealand company Edel

Metals Group, was a failure, but its defunct shell is being used by
Sorensen to pursue claims for $25m from its original shareholders.

In addition to the cash demand, the other key feature of the case is
counterclaim allegations that Sorensen and a previous director, the
now-bankrupt Ken Wikeley, abused company processes and
engaged in oppressive, discriminatory and prejuducial conduct
against a minority shareholder.

Claims and counterclaims are being defended.

Sorensen became a director of Edel Metals in September 2013,

although the validity of his appointment is a matter of dispute in the
litigation.

Four months later Sorensen, by then Edel's sole director, filed a

claim against Edel's two founding shareholders.

According to the claims, one was a family trust for businessman

Michael Jacomb. The other was a company called Geier, which
according to claims in court documents was a trustee for interests
associated with Wikeley.

Edel had been set up with huge theoretical share capital of $100m,
based on 100 million shares of $1 each, but the shares were
issued unpaid and the company was actually financed by a
US$1.5m loan from Jacomb, according to facts described in an
April 2014 Court of Appeal judgment in another proceeding.
 In December 2013 Sorensen resolved to call up part of the share
capital by demanding $19m from Geier and $6m from Jacomb.

A month later he filed High Court proceedings seeking the money.

In separate proceedings, Wikeley filed an affidavit saying Geier

could not pay the call. Comment was sought from Wikeley as a
representative of Geier but he did not respond.

In April last year Jacomb filed a defence and counterclaim, denying

the validity of the capital call and alleging Edel was engaging in
oppressive conduct against a shareholder.

Among his concerns, Edel had issued 400 million shares at

0.0001c a share, one thousandth of the original price, to
companies associated directly or indirectly with Wikeley.

The low priced issues were "neither fair nor reasonable to the
company and to all existing shareholders," Jacomb claims.

In response, Sorensen has denied the allegations relating to

oppressive conduct and claims that shares were issued and
directors appointed properly.

Since then the case has ground its way through various legal
procedures and is yet to receive a hearing date.

Stuff

https://www.stuff.co.nz/business/67561387/company-director-john-sorensen-accused-of-
misusing-power