EGM withdrawal and Directorate Changes

RNS Number : 4474K

Sirius Real Estate Limited

15 July 2011

 



Sirius Real Estate Limited ("Sirius")

EGM withdrawal and Directorate Changes

Further to the announcement on 27 June 2011, relating to Weiss Asset Management LP's ("Weiss") requisition of an Extraordinary General Meeting, the Company announces that following discussions with the Board and major shareholders, Weiss has withdrawn its request to requisition an EGM and that the following Directorate changes will take place:

·     Dick Kingston, Non Executive Chairman, has resigned with immediate effect

·     Robert Sinclair, currently a Non Executive Director will become Chairman also with immediate effect

As a consequence of these changes the Board has commenced looking for suitable replacements whilst also ensuring that the new Board composition does not alter the Company's current tax position, its Guernsey residency and its status as being regulated by the Panel on Takeovers and Mergers. Rolf Elgeti and Eitan Milgram, recommended as potential Directors by Weiss as part of the EGM requisition, will be appointed to the Board subject to them being deemed suitable by the Nomad and the Guernsey regulator and the new Board composition not jeopardising Sirius's tax position, its Guernsey residency and its status as being regulated by the Panel on Takeovers and Mergers. Laxey Partners (holder of 30,342,0714 shares or 10.04% of the share capital) have also been invited to propose a new director as its representative on the Board. The Board also plans to recruit sufficient Guernsey based Directors to ensure compliance with Guernsey residency and its status as being regulated by the Panel on Takeovers and Mergers.

In addition, the Board has decided not to continue to pursue a new external management agreement with its current asset manager Principle Capital Sirius Real Estate Asset Management Limited. The Board is now looking at alternative solutions including adopting an internal management structure, preferably with the existing management,  or an external contract with a 3^rd party management team.

Robert Sinclair, Chairman, said, "Dick has decided to stand down as he was unable to gain adequate support from major shareholders for a revised management agreement with PCSREAM. His significant real estate experience has been invaluable to the Company and on behalf of the Board I would like to thank him for his tireless contribution since IPO.

By consulting with the Company's major shareholders, we have been able to make these changes now, avoid the costs of an EGM and clarify the strategy for the future management of the Company. We expect to announce further Board appointments shortly."

The Company also announces that all directors will stand for re-election at the next AGM except Chris Fish, Non Executive Director, who has given the requisite six months notice to retire from the board with an effective date the earlier of 1st September 2011 or the 2011 AGM.

The Company's Annual Report and Accounts for 2011 was posted to shareholders on 15 July 2011.  Copies of the Annual Report are available for inspection at Sirius's registered office and from the website (www.sirius-real-estate.com).

Enquiries:

Sirius

Robert Sinclair                                                                                01481 729 466

Peel Hunt LLP

Capel Irwin                                                                                      020 7418 8900

Alex Vaughan

Cardew Group

Tim Robertson                                                                                020 7930 0777 

 

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