Receipt of EGM Requisition

RNS Number : 1191K

Aurora Russia Limited

11 July 2011

 



11 July 2011

Aurora Russia Limited

Receipt of EGM Requisition

Aurora Russia Limited ("the Company") announces that on 8 July 2011 it received a requisition from Timothy Slesinger (the "Requisitioning Shareholder"), a holder of in excess of 10 per cent. of the share capital of the Company, to call an extraordinary general meeting of the Company ("EGM").

The purpose of the EGM is to consider resolutions (the "Requisitioned Resolutions"), to be proposed as ordinary resolutions, for the appointment of Peregrine Moncreiffe and Timothy Slesinger as directors of the Company and for the removal of Dan Koch, Grant Cameron, John Whittle and Alexandr Dumnov as directors of the Company.

As required under the Company's Articles of Incorporation, notification of an EGM, together with the recommendation of the Board, will be posted to shareholders within 21 days.

The Board had engaged with the Requisitioning Shareholder in advance of the receipt of the requisition notice, but regrettably no mutually acceptable position was identified.

In immediate response to the Requisitioned Resolutions the Board wishes to make the following points:

·    The Board has recently taken action to reinforce its independence and strongly believes that it is in the Company's best interests that the Board remains independent in accordance with best standards of corporate governance;

·    The Board believes that the removal of four independent directors and the appointment of two individuals who represent significant Shareholders is not in the interests of shareholders as a whole.  Timothy Slesinger is a holder of 12.7% of the Company's shares and Peregrine Moncreiffe serves on the management board, and is a director, of a fund managed by Metage Capital Limited which holds 7.2% of the Company's shares;

·    Since the passing of the continuation resolution of the Company at the 2010 AGM, following extensive consultations with Shareholders including the Requisitioning Shareholder, the Board has taken significant actions to meet Shareholders' requests:

·    Two new independent directors have been appointed to the Board;

·   The two non-independent directors, who represented Aurora Investment Advisors Limited ("the Manager"), no longer serve on the Board;

·    The Board has undertaken to consider a reduction in the number of the Company's directors;

·    The annual management fee payable to the Manager has been reduced from 2% to 1.5% of the Company's net asset value;

·    A new incentive scheme has been implemented to better align the Manager with Shareholders' wishes that the Company realise its assets;

·    The Board has resolved to exit one of the Company's investments, Kreditmart, in order to stop its cash burn;

·    The Board andthe Manager are committed to seeking realisations of the Company's assets and the Manager is actively engaged in detailed discussions with a number of parties about potential transactions involving OSG and Superstroy. These investments, along with Unistream, are showing strong growth and improved profitability. Flexinvest is undertaking a new corporate strategy with the Board's support.

The Board intends to strongly recommend that shareholders vote against the Requisitioned Resolutions, as they intend to do in respect of their own holdings of shares in the Company at the EGM.

For further information please contact:

Numis Securities

Hugh Jonathan

Nominated Adviser                              [phone]

Rupert Krefting / Nathan Brown

Corporate Broking                               [phone]/1426

Financial Dynamics

Ed Gascoigne-Pees                           [phone]

Jack Hickey                                         [phone]

 

END

 

 

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