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