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Ocean Res Cap Hldgs (OCE)

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Wednesday 28 September, 2005

Ocean Res Cap Hldgs

Board & Admin changes-Amend

Ocean Resources Capital HoldingsPLC
28 September 2005

                          OCEAN RESOURCES CAPITAL HOLDINGS PLC



Please note this announcement replaces that issued earlier this morning.  This
announcement includes the date and time of the EGM.  The previous announcement
did not.





-          Reduction in Life of the Company

-          Change of Management Services Agreement

-          Changes to the Board



Introduction and purpose

On 26 May 2005 Ocean Resources Capital Holdings PLC ('the Company') announced
that it would be putting forward proposals for the reduction in the life of the
Company, to make changes to the agreement dated 25 February 2003 between the
Company and Resources Services (BVI) Limited ('the Management Services 
Agreement') and for changes to the Board of Directors.



The Directors consider that these important changes should be put to
shareholders for their approval and therefore a circular containing information
regarding these proposals, which includes a notice convening an EGM at 11am on
31 October 2005, will be sent to shareholders shortly.



Reduction in the Company's Life



The Board has concluded that steps need to be taken to reduce the discount
between the net asset value and the share price and to bring forward the
opportunity for shareholders generally to achieve liquidity.  After consultation
with certain major shareholders the Board has therefore concluded that a
resolution should be put to the annual general meeting of the Company to be held
in 2007 that the Company be wound-up following that meeting.



This limitation on the life of the Company will require a change in investment
strategy, although the Company will continue to invest in the same asset class.
In particular, the Company will be seeking to reduce its gearing over the next
two years and positioning itself should the shareholders approve the liquidation
proposal.  The Board will still be seeking opportunities, where it see special
returns, but generally will not be making further investments.  Where the
opportunity occurs and the Company has available resources it will commence a
share buy-back programme.



Management Services Agreement



The Company currently, pursuant to the Management Services Agreement, pays an
annual administration fee of 1.5% of net asset value and may pay a further fee,
computed semi-annually, of 20% of the increase in the market value of the
Company, subject to high watermarking.  Following discussion with Resources
Services (BVI) Limited ('RSL') it has been agreed that the Management Services
Agreement should be amended so that;



a.   no annual fee will be payable, although the Company will
take on certain expenses currently met by RSL;

b.   the performance fee will be amended to be 25% of the
increase in net asset value above 33p per share and 35% of any increase over 50p
per share payable as a once-off fee based on the net asset value achieved on the
liquidation oft the Company following the passing of the resolution in 2007;

c.   should the resolution to wind-up the Company not be passed
at that meeting, RSL shall be entitled to the fee detailed in (b) above based on
the net asset value of the assets at the date of the meeting and payable as they
are realised; and for a further period of two years, at which point a similar
resolution shall be put to shareholders, RSL shall be entitled to a further
performance fee of 25% of the increase in net asset value per share above that
used for the calculation in 2007 and 35% of any increase over 50/33rds of that
amount; and

d.   should the contract be terminated prior to the meeting in
2007 the existing termination provisions based on the existing fee arrangements
remain in place.



The cancellation of the annual fee will save the Company approximately £420,000
per annum.  The Company will take on certain third party costs currently borne
out of the annual fee by the Administrator currently amounting to some £65,000
(excluding VAT).  No fees will be payable to the two directors provided by RSL.



Change in the Board of Directors



The Board has invited Mr Francis Daniels and Mr Christopher Agar to join the
Board as non-executive directors following the passing of the Resolutions.  The
Board feels that this will strengthen the representation of shareholders.  To
prevent the Board becoming too large, given the size of the Company, Mr Smith
and Mr Faulk will resign as directors upon the appointment of the two new
non-executive directors.



Francis Daniels (aged 46) holds a LL.B from the University of Ghana, a LL.M.
from the University of Toronto, Canada, and LL.M. degrees from NYU Law School in
the USA.  Mr Daniels was admitted to the bar in the State of New York in 1987
and from then until 1993 he practised commercial law on a full time basis in New
York City.  In 1994 he was a co-founder of the Africa Financing Review and in
1998 he became a legal consultant to the New Africa Opportunity Fund LP in South
Africa.  In 1998 he was also appointed President of the US based The Africa
Phoenix Group Inc which provides advice to institutional investors on
sub-Saharan Africa debt and equity.   He became a director of TA Holdings
Limited, listed on the Zimbabwe Stock Exchange, in 2000.  Mr Daniels is also a
director of a number of insurance and financial service companies operating in
Sub-Saharan Africa.



Mr Christopher Agar, (aged 45) joined BZW Limited in 1981 becoming a Director of
Investment Trusts in 1986 specialising in Research and Sales of Investment
Trusts.  Mr Agar moved to UBS Limited in 1982.  Here Mr Agar held various
positions, Executive Director of Closed End Funds, Head of Sales, Research and
IT, within the Closed End Funds Group, he also sat on a number of committees,
Member of Managing Committee and Chair of New Business Committee.  In 2005 he
became self employed and is now a Partner of Spring Farm Partnership, a farming
and livestock management company.



The current and past directorships of Mr Daniels and Mr Agar are as follows:



Mr Francis Daniels


Current Directorships                                         Past Directorships



TA Holdings Limited (Zimbabwe)                                   None

Zimnat Lion Insurance Company (Zimbabwe)

Lion of Zimbabwe Insurance Co.

Zimnat Asset Management Company (Zimbabwe)

Aon Zimbabwe (Zimbabwe)

Lion Assurance Company of Uganda (Uganda)

Botswana Insurance Company (Botswana)

Cresta Marakanelo (Pty) Ltd. (Botswana)

Trans Industries (Pty) Ltd. (Botswana) (Non-executive director)

Metonic Investments Limited (Jersey)

Cresta Hospitality Holdings Ltd. (British Virgin Islands)

Cresta Hotels (Pty) Ltd. (South Africa)

Batanai Capital Finance (Private) Limited (Zimbabwe)

The African Phoenix Group, Inc. (Delaware, USA)

The Africa-America Group, Inc. (Delaware, USA)



Mr Agar


Current Directorships                                         Past Directorships



Spring Farm Partnership





There is no further information to be disclosed in accordance with the AIM Rules
in respect of the prospective directors.



Availability



Copies of the circular to shareholders are available from the Company's
registered office at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU



Contact



For further information please contact:


David Hutchins - Ocean Resources 020 7514 1490


Stephen Goschalk - Insinger de Beaufort 020 7190 7000


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                              

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