Board change & withdrawal of Notice of Requisition

RNS Number : 4717B

Gresham House Strategic PLC

10 June 2021

 

Gresham House Strategic plc

Board change and withdrawal of Notice of Requisition of General Meeting

Gresham House Strategic plc ("GHS" or the "Company") is pleased to announce that, following discussions with Gresham House plc, its largest shareholder, relating to the notice of requisition of a general meeting of GHS dated 21 May 2021 ("Requisition Notice") received from Rock Nominees Limited (on behalf of Gresham House plc), the following has been agreed:

· The Requisition Notice has been withdrawn by Rock Nominees Limited.

· The GHS Annual General Meeting ("AGM") will be brought forward from 14 September 2021 to a date to be announced imminently and will be held no later than 26 July.

· David Potter will retire as Chairman and Director at the AGM and not seek re-election. A process is underway to identify a new Chairman.  If the replacement Chair is not identified by the date of the AGM, Helen Sinclair will act as interim Chair.

· Graham Bird, a representative of Gresham House plc, will be appointed as a non-independent non-executive director of GHS with immediate effect.  Graham Bird is Chief Financial Officer of Escape Hunt plc and was previously employed by Gresham House Asset Management Limited as a fund manager of GHS.

· There will be included in the notice of AGM a resolution proposing that GHS shall not issue shares at below Net Asset Value (after costs) without separate approval of its shareholders in a general meeting.

· Ken Lever, as senior independent director of GHS, will lead a review of the strategy of GHS with a view to determining the best means of maximising value for all shareholders.

Ken Lever commented:

"Over the last six years David Potter has provided excellent leadership of the GHS Board and was instrumental in achieving the transition from Spark Ventures to GHS in 2015.  The GHS Board thanks David for the contribution he has made to GHS, positioning the Company well for the future."

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (MAR). Upon the publication of this announcement, this inside information is now considered to be in the public domain. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of GHS by Ken Lever, non-executive director.

Mr Bird holds 21,451 ordinary shares in the Company. Mr Bird is a representative of Gresham House plc; Gresham House plc hold 812,913 ordinary shares in the Company.

Other than the following, there is no further information required to be disclosed pursuant to paragraph (g) of Schedule 2 of the AIM Rules for Companies, in relation to Graham Bird's appointment to the board of GHS.

Graham John Bird ACA, age 51, holds or has held directorships and partnerships in the five years preceding his appointment at the Company as follows:

Current

Name	Country of incorporation	Date appointed
Littleroc Limited	UK	18-Nov-19
Escape Hunt plc	UK	06-Jan-20
Escape Hunt IP Limited	UK	02-Mar-20
Escape Hunt Group Limited	UK	02-Mar-20
XP Factory Limited	UK	02-Mar-20
Escape Hunt Franchisees Limited	UK	02-Mar-20
Escape Hunt Innovations Limited	UK	02-Mar-20
Escape Hunt USA Franchises Limited	UK	16-Oct-20
Gresham House Strategic Public Equity Carry LP	UK	2-Nov-16
Gresham House Strategic Public Equity Friends and Family LP	UK	2-Nov-16
Spaceandpeople plc	UK	06-Jan-20
Universe Group plc	UK	01-Jun-21

Last 5 years

Name	Country of incorporation	Date appointed	Date resigned
Gresham House Asset Management Limited	UK	06-Nov-15	13-Dec-19
Journey Group plc	UK	04-Jan-07	16-Dec-16
365 ITMS Limited	UK	21-Dec-16	05-Apr-17

For further information, please contact:

Montfort Communications Financial PR Gresham House Strategic plc	Gay Collins Company Secretary: Thomas Verlander	07798 626282 07736 487 517
Gresham House Asset Management Ltd Fund Managers	Laurence Hulse Tony Dalwood	07864 802 532 020 3837 6278
finnCap Nominated Adviser Joint Broker	William Marle / Ed Frisby Mark Whitfield	020 7220 0500
Panmure Gordon (UK) Limited Joint Broker	Tom Scrivens Michael Bateman	020 7886 2500

About Gresham House Strategic plc

GHS invests in UK smaller public companies, applying private equity techniques and due diligence alongside a value investment philosophy to construct a portfolio focused in 10-15 companies.

The Investment Manager, Gresham House Asset Management Ltd, aims for a high level of engagement with investee company stakeholders, including management, shareholders, customers, suppliers and competitors, with the aim of identifying market pricing inefficiencies and supporting a clear equity value creation plan and targeting above market returns over the longer term.

 

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