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Promethean PLC (PTH)

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Thursday 18 August, 2011

Promethean PLC

EGM Requisition and Shareholder Update

RNS Number : 6276M
Promethean PLC
18 August 2011
 



Promethean PLC
(the "Company")

 

EGM Requisitions and Shareholder Update

18 August 2011

 

The Board of Promethean PLC announce that a requisition to hold an Extraordinary General Meeting of the Company ("EGM") had been received from Knox D'Arcy (Investments) Limited and Laminvest N.V (together the "Concert Parties"). The resolutions proposed the removal of Sir Peter Burt and Martin Negre as directors of the Company and the appointment of Andrew Ashworth and Robin James as directors of the Company.

 

The Board consulted with shareholders representing 57.42% of the Company's issued share capital. These shareholders confirmed to the Board that they would vote against the resolutions to be proposed at the EGM.  These shareholders also confirmed their support to the Board for the request that Knox D'Arcy (Investments) Limited and Laminvest N.V withdraw the requisition. 

 

Knox D'Arcy (Investments) Limited and Laminvest N.V agreed to withdraw the requisition, but have served a second requisition on the Company to hold an Extraordinary General Meeting of the Company (the "Second EGM"). The resolutions to be considered at the Second EGM propose the removal of Martin Negre and Elizabeth Tansell as directors of the Company and the appointment of Andrew Ashworth and Robin James as directors of the Company.

 

The Board again has consulted with shareholders representing 57.42% of the Company's issued share capital. These shareholders reconfirmed to the Board that they would vote against the resolutions to be proposed at the Second EGM.  These shareholders also confirmed to the Board their support for the request that Knox D'Arcy (Investments) Limited and Laminvest N.V withdraw the second requisition. 

 

Given the substantive shareholder support for the Board which is sufficient to reject the Concert Parties' resolutions, the Board believes that the calling of the Second EGM will result only in the Company incurring unnecessary costs for its shareholders and will also continue to distract the Board and the Manager from the important task of managing the realisation programme for the Company's investments.

 

However, the Board will comply with its statutory obligations in relation to the Second EGM.  In the absence of Knox D'Arcy (Investments) Limited and Laminvest N.V. withdrawing the second requisition,  the Board in due course will post a circular to shareholders convening an Extraordinary General Meeting which will include additional background information on the Concert Parties who are attempting to secure a majority on the Board.

 

In addition to announcing the receipt of the second requisition to hold an Extraordinary General Meeting of the Company, the Board is also pleased to provide an update on the progress being made by the Manager on the realisation programme for the Company's investments and confirm that they are continuing to use their best efforts to:

 

●          procure the divestment of the Fund's remaining quoted investments and distribution of the realisation proceeds to shareholders by 31 December 2011;

 

●          work together to seek Cambria Automobiles plc's ("Cambria") consent to enable the Company to exit (in whole or in part) its investment in Cambria prior to the expiration of the lock-in agreement.  The Company thereafter would return the proceeds of such exit to the Company's shareholders either in cash or in specie;

 

●          exit the remaining investments held in Promethean Investments Fund LP (the "Fund") at optimal value as soon as practicable and to return the realisation proceeds to shareholders.  The Manager is currently holding exit discussions in respect of two of the three unlisted investments which, if successful, would result in an early return of the realisation proceeds to shareholders.  The Manager intends to commence exit discussions in respect of the third investment as soon as practicable following completion of that company's financial year end.

 

The Company together with Promethean Investments (General Partner) Limited, Promethean Investments Fund LP and Promethean Investments LLP (the "Manager"), is continuing to work to ensure that the divestment programme which Shareholders approved at the 2009 AGM and the return of realisation proceeds to shareholders outlined above can be achieved.

 

A summary on the current status of each of the Fund's investments is set out in the appendix to this update.

 

 

Enquiries:

 

Sir Peter Burt

Promethean Investments LLP     +44 (0) 78 9458 6184

 

Tom Durie / Gillian McCarthy      +44 (0) 20 7460 4374

Fairfax I.S. PLC 

 

 

 

Appendix

Update on the Current Portfolio

 

Cambria Automobiles plc

Cambria delivered a good trading performance for the half year ending 28 February 2011 but the motor trade has been and continues to be affected adversely by the reduction in consumer spending, like all retail businesses.  While problems in the sector should produce attractive opportunities appropriate for Cambria's buy-and-build strategy, the continuing difficulties in the UK economy and the markets negative view of the sector means that realising the investment in the short term poses significant challenges in maximising the return to shareholders.

 

Pursuant to the terms of Cambria's admission to AIM, the Cambria shares are "locked-in" until 30 June 2012 and Cambria's consent is required to change the lock-in terms.  The Manager has initiated discussions with Cambria about an early release of an amount of Cambria shares to the market to increase liquidity and to satisfy demand. 

 

The Manager will continue its discussions with Cambria with a view to reaching a mutually beneficial agreement to exit from the lock-in (in whole or in part) as soon as practicable.  As Cambria is an AIM-listed company, there are a number of constraints with regards to disclosing the content of such discussions and therefore it is important that such discussions are handled in the appropriate manner.

 

Enterprise Finance Ltd (January Loan Services Ltd)

With continued limited finance available within the economy, the Manager expects Enterprise to continue its improving performance.  In the current year it is hoped that Enterprise will double its profit albeit from a low base.  To achieve the optimal value for shareholders, the timing of an exit will require careful management.

 

IFG Group

IFG has announced that it is the recipient of two potential bids and has made arrangements for the potential bidders to conduct due diligence.  The Manager will take steps to realise this investment as soon as this situation becomes clear and distribute the proceeds to shareholders as soon as practicable thereafter.

 

InterMediactive

The Fund holds loan notes in InterMediactive which were part of the deferred consideration received on its sale.  Although the notes are not due for early repayment, the Manager is in continuing discussions with InterMediactive's management team about a prepayment of the outstanding amounts.These discussions may result in a prepayment on mutually acceptable terms and a proportion of the deferred consideration being repaid by the end of 2011.

 

Media Square plc

The Manager is actively seeking to exit this listed investment.

 

TIS Group

The Manager and the TIS management team have taken preliminary steps designed to facilitate an exit from the investment by the end of 2011 and hopefully at a significant premium to the current valuation.  This may or may not be achievable. 

 

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