Notice of EGM

Pathfinder Properties PLC 20 February 2003 Pathfinder Properties PLC ('the Company' or 'Pathfinder') Letter to Pathfinder shareholders ('Shareholders') and Notice of Extraordinary Meeting ('EGM') The Board of Pathfinder announces that it is writing to Shareholders in response to a wholly misleading letter sent to Shareholders by Sunnyview Limited ('Sunnyview') who have requisitioned an EGM with the aim of replacing certain Directors of Pathfinder. The Board refutes the untrue, inaccurate and misleading allegations made by Sunnyview and urges shareholders not to give Sunnyview their proxy and to vote against the resolutions to be proposed at the EGM, using the Pathfinder proxy form being sent to Shareholders. The main reasons behind the Board's recommendation to Shareholders are as follows: • Key points in Sunnyview's letter are untrue, inaccurate and misleading • Sunnyview's proposals are vague, inadequate and will not realise the Company's full potential for shareholders • Sunnyview is attempting to take control of the Company on the cheap • Sunnyview gives no details of how it would deliver value for Shareholders, does not give a timeframe for doing so, and does not attempt to explain why its proposals would be in the best interests of Shareholders. The ultimate realisation of its aims could be years away • The proposed changes to the Board would not achieve best value for Shareholders. In the last year the Board has made considerable strides in moving the business forward including obtaining planning consent on River Quay, Phase 2, Manchester for 191 apartments, the assembly of a 6.5 acre brownfield redevelopment site in Newark for £3.6 million and the sale of Merchant Village for £15.3 million cash to Selfridges PLC. The background to the EGM requisition is that on 7 November 2002 Sunnyview made an unsolicited, opportunistic and wholly inadequate tender offer at 12p per share for up to 25% of the issued share capital of the Company and only received acceptances of 8.84%. Subsequently Sunnyview acquired further shares at prices in excess of the original tender offer. Having failed to acquire shares on the cheap, the current proposals are nothing more than an attempt to gain control of the Company without offering any value, or even concrete proposals, to Shareholders. Sunnyview only needs to achieve a realisation of some 12.75p per share to make a short term profit for itself. Notice is also given by the Board that an Extraordinary General Meeting of the Company will be held at 2.00p.m. on Wednesday 19 March 2003 at the offices of Masons, 30 Aylesbury Street, London EC1R 0ER. Copies of the letter to Shareholders will be available for one month from today's date from the Company's head office at Capital House, Michael Road, London SW6 2YH and from the Company's website at www.pathfinderplc.com. The Directors of Pathfinder accept responsibility for the information contained in this announcement, which has been issued by Pathfinder Properties PLC, Capital House, Michael House, London SW6 2YH. To the best of the knowledge and belief of such Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Nabarro Wells & Co. Limited, which is regulated by the Financial Services Authority. Enquiries: John Parry, Chairman Malcolm Bacchus, Pathfinder Properties PLC Tel: 020 7736 9669 Robert Lo Nabarro Wells & Co. Limited Tel: 020 7710 7407 Peter Trevelyan-Clark Teather & Greenwood Tel: 7426 9081 Jeremy Carey Tavistock Communications Tel: 7600 2288 pat121md.prl This information is provided by RNS The company news service from the London Stock Exchange
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