Baring Emerging Europe Trust PLC
4 September 2002
The following letter to shareholders will be posted today:
'THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you should consult
your independent professional adviser authorised under the Financial Services
and Markets Act 2000 immediately.
4 September 2002
Dear shareholder
Unsolicited proposals to change the Board: Response to Laxey announcement
In my letter to you dated 30 August 2002 I said that Laxey Partners (UK) Limited
('Laxey') had not attempted to clarify its intentions towards your Company in
seeking to change the composition of the Board at the forthcoming AGM. You will
recall that the proposals ('the Laxey resolutions') seek the removal of John
Cousins as a director and any other director appointed after 2 August 2002, and
propose the appointment of three new Laxey nominees.
At the time of posting of my earlier letter Laxey had still not clarified its
intentions, although at the Company's recent EGM it voted its shares against the
special resolution to renew the power to repurchase the Company's shares. The
majority of shareholders who voted were in favour of the resolution but since a
75% majority was required the resolution failed. Laxey voted against the
resolution despite having benefited from the use of the earlier repurchase
authority when it sold 9.3 million shares to the Company for cancellation on
25 July 2002.
On 2 September Laxey made an announcement on the Bloomberg information service.
Although the Board believes this adds nothing material to the debate, there was
one point that I think deserves comment.
Laxey's announcement refers to the need to reconcile differences between certain
interested parties and lists these parties as the shareholders, the
warrantholders and the Board. In fact the Board is not an interested party whose
interests need to be reconciled with the others. It is an independent body whose
role is to serve the interests of all shareholders, whose views may differ
considerably. As I pointed out in my letter of 30 August, the Board has already
made an effort to reconcile the differences between those shareholders wanting
an early exit and those who take a longer-term view and accept the present
closed-end structure of the Company. Unfortunately, this effort, in which Laxey
was involved, did not succeed.
I wish to emphasise that the Board remains willing to discuss any new proposals
designed to reconcile these varying interests, before or after the AGM, and
would treat any new proposals impartially. However, the election of three Laxey
representatives to the Board will not assist this process. Instead it will set
up a conflict of interest, as the loyalty of Laxey's representatives, Colin
Kingsnorth and Rupert Lea, to Laxey will be at odds with their obligation to
serve the interests of all shareholders impartially.
The Board is more than content to defend the Company's record of a compound
annual growth of net assets of 17% since 1994; it is not in obvious need of
restructuring. Since the shares owned by Laxey will almost certainly be voted,
the Board continues to urge you to vote AGAINST the Laxey resolutions and FOR
the re-election of Prince Abbas Hilmi and Charles Harman as directors.
Yours faithfully
Sir William Ryrie
Chairman
If you have sold or transferred all of your shares in The Baring Emerging Europe
Trust PLC, please forward this letter to the purchaser or to the stockbroker,
bank or other agent through whom the sale or transfer was effected, for
transmission to the purchaser or transferee.'
Further enquiries please contact:
Patrick Toyne-Sewell
Citigate Dewe Rogerson
London Wall Buildings
London EC2M 5SY
Tel: 020 7282 2889
This information is provided by RNS
The company news service from the London Stock Exchange
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