Requisitioned General Meeting

27 August 2009 STRATEGIC EQUITY CAPITAL PLC REQUISITIONED GENERAL MEETING Introduction The Board announced on 7 August 2009 that the Directors had received a requisition from Fortelus Special Situations Master Fund Limited, which holds 12.6% of the Voting Share Capital. That requisition required the Directors to convene a general meeting of the Company to consider resolutions to remove three of the Directors (John Hodson, Sir Clive Thompson and John Cornish) and to appoint two individuals (Fortelus's Nominees) as Directors. The Board subsequently announced on 10 August 2009 that the Directors had received a further requisition from Fortelus. That requisition required the Directors to send Shareholders a member's statement setting out Fortelus's objections to the SRF II Acquisition, which was duly done on 10 August 2009. Due to the imminence of the Company's general meeting to consider the resolution to approve the SRF II Acquisition (held on 14 August 2009), it was not practicable for the Board to send Shareholders a document rebutting Fortelus's objections ahead of that meeting. The resolution approving the SRF II Acquisition received strong support from Shareholders: Shareholders representing 85.6% of the then Voting Share Capital voted on the resolution, with 35 Shareholders voting in favour of the resolution and only two Shareholders voting against. Those Shareholders voting in favour represented 72.3% of the Shares that voted on the resolution and 61.9% of the then Voting Share Capital. In view of this strong support for the SRF II Acquisition and the letters of intent referred to below, the Directors called on Fortelus to withdraw its requisition to convene the General Meeting so that the Company could avoid incurring further costs in opposing that requisition and convening another general meeting. Fortelus has declined to do so. Accordingly, the Board has convened a general meeting of the Company for Tuesday, 22 September 2009 commencing at 4.00 p.m. at which Fortelus's Resolutions will be proposed. The Board is unanimously recommending that Shareholders vote against all of Fortelus's Resolutions. The Board has received letters of intent to vote against all of Fortelus's Resolutions in respect of, in aggregate, 43,647,258 Ordinary Shares, representing 56.9 per cent. of the Voting Share Capital. Michael Phillips has informed the Board that, in the event that the other current Directors are removed at the General Meeting, he will resign immediately as a Director. Why Support the Board? * TheBoard is focused on maximising Shareholder value The Board, together with the Company's advisers, is focused on maximising Shareholder value and the Board is open-minded as to how this may be achieved. The SRF II Acquisition was one such opportunity. The Company's investment in SRF II contributed 3.4p to the NAV per Share on completion of the SRF II Acquisition, based on the respective NAVs of the Company and SRF II as at 19 August 2009 (the day prior to such completion)*. This is equivalent to a 7.8% contribution to the NAV of 42.98p per Share as at 3 July 2009 (the last NAV per Share calculated prior to the Company entering into a conditional agreement for the SRF II Acquisition). Share buy-backs can also be a means of enhancing Shareholder value. The Board remains committed to buying back Shares when it believes that this is in the best interests of Shareholders as a whole after taking into account all relevant factors, including alternative uses for any available cash balances, market conditions and the constraints imposed by legal and regulatory requirements. * TheBoard is committed to engaging, both directly and through its advisers, with Shareholders The Board takes seriously its responsibility for ensuring that a constructive dialogue with Shareholders is maintained. The Board's commitment to provide Shareholders with an opportunity to vote on the Company's continuation at the annual general meeting in 2010 resulted from the chairman's discussions with Shareholders last October. Similarly, with regard to the SRF II Acquisition, the Board agreed at an early stage in the negotiations that, before taking a final decision on whether it was appropriate to proceed, a range of Shareholders should be consulted to ascertain their views. Members of the Board had a direct involvement in that consultation process. * TheBoard will undertake a strategic review in advance of next year's continuation vote The Board regards next year's continuation vote as an important milestone in the Company's life. Accordingly, in advance of that vote, the Board will undertake a strategic review of the Company with its advisers. As part of the review process, the Board will consult with a range of Shareholders to ascertain their investment objectives and views on the Company. Members of the Board will have, again, a direct involvement in that consultation process. * TheBoard acts in the interests of Shareholders as a whole Notwithstanding vehement opposition to the SRF II Acquisition from Fortelus, the Board decided that Shareholders should be given the opportunity, at the general meeting of the Company held on 14 August 2009, to determine whether the SRF II Acquisition should proceed. Had the Board backed down in light of Fortelus's vehement opposition, Shareholders would have lost an opportunity to enhance significantly the NAV of their investment. The Board's position was vindicated by the strong support that the SRF II Acquisition received from Shareholders. Why Vote Against Fortelus's Resolutions? * Fortelus, a large shareholder, does not represent Shareholders as a whole Fortelus currently holds 12.6% of the Voting Share Capital. It is, therefore, a large Shareholder. However, Shareholders representing the majority of the Voting Share Capital supported the Board by voting in favour of the SRF II Acquisition despite being urged by Fortelus to join them in voting against that acquisition. Furthermore, Shareholders representing the majority of the Voting Share Capital have indicated their intention to vote against Fortelus's Resolutions at the General Meeting. It is clear, therefore, that Fortelus's views are not representative of those of Shareholders as a whole. * Fortelus's Resolutions, if passed, will give Fortelus's Nominees control of theBoard When prompted by the Company's advisers to provide information on Fortelus's Nominees, Fortelus provided the Board with only very limited information, namely their residential addresses and the following: Name Michael Bewick Guy Jonathan Hugo Macintosh Country in which usually England United Kingdom resident Nationality British British Business occupation Banker Investment Banker Date of birth 1 March 1967 28 August 1968 According to the Company's search of the records maintained by the Registrar of Companies in England and Wales and Scotland, Michael Guy has no current directorships, whilst Jonathan Macintosh is currently a director of Saltus Partners Limited and Missing People Limited, a member of FDP LLP and a designated member of Saltus Partners LLP. * Fortelus has not (nor have Fortelus's Nominees) made public their plans for theCompany Neither Fortelus nor Fortelus's Nominees have given any indication of their plans for the Company. There is considerable uncertainty, therefore, surrounding their intentions and, in particular, whether these are in the interests of Shareholders as a whole. * Fortelus's actions are a distraction and theCompany has had to incur costs to oppose them Fortelus was made aware on 26 August 2009 that the Board had received letters of intent to vote against all of Fortelus's Resolutions in respect of, in aggregate, 43,647,258 Ordinary Shares, representing 56.9 per cent. of the Voting Share Capital. Nevertheless, Fortelus declined to withdraw its requisition of the General Meeting, resulting in further costs being incurred by the Company to oppose Fortelus's Resolutions. Letters of Intent The Board has received letters of intent (which are not legally binding) to vote against all of Fortelus's Resolutions in respect of, in aggregate, 43,647,258 Ordinary Shares, representing 56.9 per cent. of the Voting Share Capital. Circular to Shareholders A circular to Shareholders will be posted today, which will include the notice convening the General Meeting. Copies of that circular have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7066 1000 Enquiries Gordon Neilly/Sue Inglis Intelli Corporate Finance Limited T: 020 7653 6300 Notes * As explained in the circular to Shareholders dated 29 July 2009, the Board is valuing the Company's investment in SRF II at cost until SRF II's NAV as at 31 August 2009 is available, following which the Board expects to value that investment at NAV. Accordingly, the contribution to the NAV per Share resulting from the SRF II Acquisition will not be reflected in the published NAV per Share until after 31 August 2009. Intelli Corporate Finance Limited, which is authorised and regulated in the United Kingdom for the conduct of investment business by the Financial Services Authority, is acting exclusively as financial adviser to the Company and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Intelli Corporate Finance Limited their customers or for providing advice in relation to matters referred to in this announcement. Definitions The following definitions apply throughout this announcment unless the context otherwise requires: "Board" or the board of directors of the Company, including a duly "Directors" constituted committee thereof "Company" Strategic Equity Capital plc "Fortelus" Fortelus Special Situations Master Fund Limited "Fortelus's Nominees" Michael Guy and Jonathan Macintosh, the individuals that Fortelus has proposed should be appointed as directors of the Company "Fortelus's the resolutions to change the Board to be proposed at the Resolutions" General Meeting "General Meeting" the general meeting of the Company requisitioned by Fortelus which has been convened for Tuesday, 22 September 2009 at 4.00 p.m. (or any adjournment thereof) "NAV" net asset value "Shareholders" holders of Shares "Shares" ordinary shares of 10p each in the capital of the Company "SRF II" Strategic Recovery Fund II, an English limited partnership registered in England and Wales under the Limited Partnerships Act 1907, registration number LP011541 "SRF II Acquisition" the acquisition by the Company of all of 3i Group plc's limited partnership interest in SRF II "Voting Share the issued share capital of the Company excluding any Capital" Shares held in treasury
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