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Ocean Res Cap Hldgs (OCE)

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Thursday 26 May, 2005

Ocean Res Cap Hldgs

Re Agreement

Ocean Resources Capital HoldingsPLC
26 May 2005

Change In Administration Agreement and Board



The Board of Ocean Resources Capital Holdings plc ('the Company') has been in
consultation with certain major shareholders and with the Company's
Administrator and has decided that it is appropriate to implement some changes
to the Company, its administration and the Board.



As regards the Company, 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.
Therefore, proposals will be put that a resolution is proposed at the annual
general meeting to be held in 2007 that the Company be wound up.



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.



The Company currently pays an annual administration fee of 1.5% of net asset
value and a further fee, computed semi-annually, of 20% of the increase in the
market value of the Company, subject to high watermarking.  It is intended that
this be amended so that no annual fee will be payable, saving the Company some
£420,000 per annum.  The performance fee will be amended to be based on net
asset value and, in particular, reflecting the current net asset value, the
cancellation of the annual fee and the reduction in the life of the Company
detailed earlier.  The Company will take on certain third party costs currently
borne out of the annual fee by the Administrator amounting to some £65,000
(excluding VAT).



Finally, the Board intends to invite two new non-executives to join the Board,
to strengthen the representation of shareholders.  To prevent the Board becoming
too large, given the size of the Company, Mr Smith and Mr Faulk have offered to
resign as directors upon the appointment of the two new non-executive directors.



The Board intends to conclude the detailed finalisation of these proposals
shortly and to then convene an extraordinary general meeting to present
shareholders with the opportunity to consider, and if thought fit, to pass
resolutions authorising these changes.'



For further information please contact:



Peter Seabrook, Chairman
Ocean Resources Capital Holdings plc
Tel: 020 7514 1490



Stephen Goschalk,  Director
Insinger de Beaufort
Tel: 020 7190 7000




                      This information is provided by RNS
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