OREANDA-NEWS. December 08, 2015. The Supreme Court of the United Kingdom has ruled in favour of Eclairs Group Ltd. ("Eclairs") in allowing its appeal against the Board of JKX Oil & Gas plc ("JKX")'s use of its Articles to suspend Eclairs' right to vote at general meetings and to restrict its rights of transfer.

The Judgement on 2nd December 2015 given by Lord Sumption ruled that under the proper purpose rule of the Companies Act 2006 concerning the abuse of power, "a company director must not, subjectively, act for improper reason…Seeking to influence the outcome of shareholders' resolutions or the Company's general meetings is no part of these proper purposes."

In May 2013 Eclairs issued an Open Letter to Shareholders of JKX recommending that Shareholders vote against various resolutions including the re-election of Dr. Paul Davies as a Director of JKX at the AGM of 5th June. Eclairs raised serious concerns over JKX's operational and financial performance, which had been in consistent decline over a number of years. At the AGM the Board of JKX resolved to exercise powers under Article 42 of the Company's Articles to suspend the right of Eclairs to vote on these matters.

As a result of this Judgment, the votes cast by Eclairs at this year's AGM on 3rd June, 2015 therefore count, and Ordinary Resolution 2 and Special Resolution 9 which respectively approved the Directors' Remuneration Report and authorised the Company to make market purchases of its own shares, correspondingly were not passed.

Michael Bakunenko, Director, Eclairs commented:

"We are pleased with the Supreme Court Judgement. It is crucial that votes by Eclairs Group Ltd, JKX's largest shareholder, are accounted for appropriately, and Ordinary Resolution 2 and Special Resolution 9 were therefore not passed at this year's AGM. Our view remains that the Directors' Remuneration Report should be tied to the Company's performance which unfortunately continues to deteriorate. As stated before, our sole intention is to recover the value in JKX which has been lost over the last few years."