SECOND REQUISITIONED GENERAL MEETING

16 October 2009 STRATEGIC EQUITY CAPITAL PLC SECOND REQUISITIONED GENERAL MEETING Introduction The Board announced on 30 September 2009 that the Directors had received a second requisition from Fortelus Special Situations Master Fund Limited, which holds 12.6% of the Voting Share Capital. The latest requisition required the Directors to convene a general meeting of the Company to consider a resolution requiring the Company: * to undertake a tender offer for all but one of the issued Ordinary Shares at a price equal to 95 per cent. of the net asset value per Ordinary Share on the last day before the last day for acceptance of such tender offer; * to complete such tender offer by 31 March 2010; and * to sell investments of the Company to fund such tender offer. The Board has convened a further general meeting of the Company for Tuesday, 10 November 2009 commencing at 11.35 a.m. (or, if later, as soon as the AGM has concluded or been adjourned) at which Fortelus's Resolution will be proposed. Fortelus's Letter to Shareholders We understand that Fortelus wrote to Shareholders on 1 October 2009 setting out their reasons as to why Shareholders should vote in favour of Fortelus's Resolution. Most of the questions and points raised by Fortelus in that letter have already been answered or addressed by the Directors in: * the circular to Shareholders dated 29 July 2009; * the Company's announcement released on 10 August 2009 in response to Fortelus's member's statement, which the Company sent to Shareholders on 10 August 2009; and * the circular to Shareholders dated 27 August 2009. There are, however, a limited number of new statements in Fortelus's letter to Shareholders dated 1 October 2009 which the Board wishes to comment on: * with regard to extinguishing the undrawn loan commitment to SRF II, the Board is not aware of having made any indication to any Shareholders that it has or would consider defaulting on the Company's commitment. The Board confirms that, in discussions with Shareholders, it has been noted that future draw-downs of the undrawn commitment to SRF II may be fully or partly financed by distributions from SRF II, and that in some cases distributions and draw-downs may occur simultaneously; * the Company's accounting policy with regard to its investment in SRF II is in compliance with International Financial Reporting Standards and consistent with how those standards are applied by other investors in unlisted funds with undrawn loan commitments; and * Intelli has confirmed to the Board that none of its corporate finance revenues in the year ended 31 December 2008 were derived from transactions in which Midas Capital plc or any of its subsidiaries (including iimia plc) were influential shareholders. Furthermore, the Board is satisfied that, throughout its association with the Company, Intelli has acted with integrity. Why Shareholders Should Vote Against Fortelus's Resolution Fortelus's key arguments as to why Shareholders should vote in favour of Fortelus's Resolution were addressed in advance of the general meetings of the Company held on 14 August 2009 (relating to the approval of the SRF II Acquisition) and 22 September 2009 (to consider Fortelus's resolutions to change the Board). Shareholders representing a majority of the Voting Share Capital, and a substantial majority by number of Shareholders voting, voted in favour of the SRF II Acquisition and against Fortelus's resolutions to change the Board. The Board believes that the outcome of the last two general meetings provided a clear mandate to continue the Company in its present form, on the basis set out in the circular to Shareholders dated 27 August 2009, until at least the continuation resolution at next year's annual general meeting. Shareholders should also bear in mind that the terms of Fortelus's Resolution are such that the costs of implementing the Tender Offer would be borne by all Shareholders and, accordingly, there is no guarantee that the net asset value of Shares held by continuing Shareholders would not be adversely affected by the Tender Offer. Fortelus, by its latest requisition, is attempting to pre-empt next year's continuation resolution, and the strategic review which the Board will conduct ahead of that resolution. Furthermore, Fortelus's latest requisition has required the Company to incur further expense. The Board is recommending Shareholders to vote against Fortelus's Resolution. Voting against Fortelus's Resolution will send a clear message to Fortelus that Shareholders as a whole do not support them and, hopefully, discourage them from requiring the Company to incur further unnecessary expense as a consequence of Fortelus's actions. 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: 0131 222 9400 Note 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 or for providing advice in relation to matters referred to in this announcement. Definitions The following definitions apply throughout this announcement unless the context otherwise requires: "AGM" the annual general meeting of the Company convened for Tuesday, 10 November 2009 at 11.30 a.m. "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 the resolution to implement the Tender Offer to be Resolution" proposed at the General Meeting "General Meeting" the general meeting of the Company requisitioned by Fortelus which has been convened for Tuesday, 10 November 2009 at 11.35 a.m. (or, if later, as soon as the AGM has concluded or been adjourned) "Intelli" Intelli Corporate Finance Limited "Shareholders" holders of Shares "Shares" ordinary shares of 10p each in the capital of the Company "SRF II" Strategic Recovery Fund II "SRF II Acquisition" the acquisition by the Company of all of 3i Group plc's limited partnership interest in SRF II "Tender Offer" the tender offer to purchase Shares which the Company will be required to undertake if Fortelus's Resolution is passed "Voting Share the issued share capital of the Company excluding any Capital" Shares held in treasury
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