Notice of EGM and Publication of Circular
Billam plc (the "Company")
Notice of EGM and Publication of Circular
1 March 2006
Further to the announcement dated 15 February 2006 regarding the
requisition of an EGM by J M Finn Nominees Limited and David Floyd
(the "Requisitionists"), the Company announces that it has convened
an EGM and sent a Circular to shareholders outlining the reasons
why in the opinion of the Directors the Requisitionists' proposals
are
not in the best interests of the Company and its Shareholders as a
whole. The EGM will be held at the offices of KBC Peel Hunt at 111
Old Broad Street, London EC2N 1PH, on Friday 24 March at 9:30am.
The resolutions to be proposed at the EGM are as follows:
1. That Dimitri Dimitriou be and hereby is appointed as a director
of the Company;
2. That Nishith Malde be and hereby is appointed as a director of
the Company;
3. That Victor Noel Beamish be and hereby is removed as a
director of the Company;
4. That Angus George Patrick Forrest be and hereby is removed as
a director of the Company;
5. That any person appointed to the Board after 27 January 2006
is removed from the Board of the Company.
The Directors are of the view that the above proposals of the
Requisitionists are wholly contrary to the interests of the Company
and Shareholders, taken as a whole. The Directors accordingly
unanimously recommend that Shareholders vote against all the
above resolutions as they intend to do in respect of their own
beneficial and connected shareholdings, which amount to 1,518,500
Ordinary Shares, representing 14.5 per cent. of the current issued
share capital of the Company.
The letter to shareholders from the Chairman of the Board of
Directors reproduced below forms part of the Circular
For further information:
Billam plc 020 7963 0580
Angus Forrest
Bishopsgate Communications 020 7430 1600
Maxine Barnes
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LETTER TO SHAREHOLDERS
1 March 2006
Dear Shareholder,
Notice of Extraordinary General Meeting requisitioned by two
members of the Company pursuant to section 368 of the Companies
Act 1985 relating to proposed board changes
Introduction
The Board of Billam announced on 15 February 2006 that it had
received a requisition from J M Finn Nominees Limited and David
Floyd to convene an EGM to consider the appointment of Dimitri
Dimitriou and Nisheth Malde, and the removal of Victor Beamish and
Angus Forrest, as Directors of the Company.
The Board unanimously believes the Proposals by the Requisitionists
are opportunistic, and do not recognise the intrinsic value of
Billam's portfolio. Moreover, the Requisitionists are attempting to
obtain control of your Company without proposing any clear
strategy or making a general offer to Shareholders. Accordingly, the
proposals should be rejected.
Background
More than 80 investment companies were launched during the
period 1998 - 2000 whose objective was principally to invest in
technology. Most have ceased investment activity, whereas Billam
has a portfolio including six investments in companies which have
become quoted. Further, two of our current unquoted investments
are making significant progress towards a listing anticipated in the
next twelve months.
At 31 January 2006 the market value of five of the six quoted
investments are showing a profit despite the Techmark All Share
Index falling by 49% in the period 1 June 2000 to 31 January 2006.
The more recent investments, those made since 2003, show
significant uplift in value.
Billam has a policy of active management regarding those
companies in which it invests. Billam is in regular contact with all
its
investee companies and plays an active part in developing those
businesses.
My commitment and that of Angus Forrest to the business is
demonstrated by our investment of more than £700,000 of our own
money over the past five years.
Investments
The Board notes that private equity investments typically have three
phases: investment, holding and realisation. It is in the holding
phase when returns are normally achieved. Billam has stated its
strategy to bring companies to the stockmarket as soon as
practicable following investment, as it believes that quoted status
offers real commercial benefits, including raising the company's
profile and allowing it to attract, motivate and retain key staff.
The portfolio is now only part of the way through its planned life
and significant steps towards exploiting the commercialisation of
the technology of our investments have been achieved. In the past
two years, five of our investments have acquired quoted status
either by way of a flotation or by being acquired by quoted
companies.
Investment strategy
An increasing number of the investee companies are now quoted
and achieving commercial success. The Board believes this will be
reflected in the rising capital value of our portfolio.
Opportunities to sell investments from our portfolio and reinvest the
proceeds derived therefrom, will be taken at the appropriate time.
Reduce Overheads
The Board recognises the importance of keeping costs under control
and since 2003 the Company's annual overheads have been reduced
by 50%, after adjusting for one-off costs.
Strategy
The Board is considering a number of strategic changes to
significantly enhance the Company's performance which they believe
will be reflected in increases in the value of Billam shares over the
medium and long term.
Outlook
Two of our unquoted investments plan to float in 2006 and the
development of the other investee companies has continued apace.
Reasons to vote with the Board
1. Performance - at 31 January 2006 the market value of five of the
six quoted investments are showing a profit despite the Techmark
All Share Index falling by 49% in the period 1 June 2000 to 31
January 2006.
2. Your Directors have extensive experience of making and
managing investments.
Victor Beamish, 52, has extensive stockbroking experience and has
held several senior positions with stockbrokers in the UK and the Far
East. He was regional managing director of ABN AMRO Asia Ltd in
the Far East. Previously he was a director of HG Asia and WI Carr Far
East. Since 2000 Mr Beamish has become involved in several
unquoted companies in the UK as well as being chairman of Billam
Plc.
Angus Forrest, 52, has been a venture capitalist since 1990. In that
role he has been responsible for identifying, negotiating, making
and managing investments in a range of businesses. In 2000 he was
a co-founder of Billam as an investment company.
3. Existing management have invested £700,000+ of their own
money in Billam.
4. A material uplift in asset value is anticipated over the next 12
months.
5. The proposals by the Requisitionists are opportunistic, do not
recognise the intrinsic value of the portfolio and are aimed at
obtaining control of your Company without making a general offer
to Shareholders.
Irrevocable undertakings
The Company has received irrevocable undertakings from the
holders of 1,518,500 Ordinary Shares (representing 14.5 per cent.
of the current issued share capital of the Company) to vote against
the Resolutions.
Action to be taken
Shareholders will find enclosed with this document a form of proxy
for use at the Extraordinary General Meeting. Whether or not
Shareholders intend to be present at the Extraordinary General
Meeting, they are requested to complete and return the form of
proxy, in accordance with the instructions printed thereon, as soon
as possible and in any event so as to be received by Computershare
Investor Services plc, PO Box 32, The Pavilions, Bridgwater Road,
Bristol, BS99 7NH not later than 9.30 a.m. on 22 March 2006.
Completion and return of the form of proxy will not prevent
Shareholders from attending the Extraordinary General Meeting and
voting in person should they wish.
Recommendation
The Directors are of the view that the Proposals are wholly contrary
to the interests of the Company and Shareholders, taken as a whole.
The Directors accordingly unanimously recommend that
Shareholders
VOTE AGAINST ALL THE RESOLUTIONS
as they intend to do in respect of their own beneficial and connected
shareholdings, which amount to 1,518,500 Ordinary Shares,
representing 14.5 per cent. of the current issued share capital of
the
Company.
Yours sincerely
Victor Beamish
Chairman
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