Gresham House PLC GHS EGM requisition update (4502P)
19 October 2021 - 5:00PM
UK Regulatory
TIDMGHE TIDMGHS
RNS Number : 4502P
Gresham House PLC
19 October 2021
Gresham House plc
("Gresham House")
GHS EGM requisition update
43.7% of GHS shareholders call for liquidity for all
The Board of Gresham House plc (AIM: GHE) notes the announcement
by Gresham House Strategic plc ("GHS") published on 15 October
2021.
-- The conclusion of GHS' five month strategic review has failed
to deliver an agreed solution for all its shareholders, a new chair
for its board and address governance issues raised at the time of
the proposed GHS EGM in May 2021
-- All GHS shareholders should be treated equally and should be
offered liquidity to realise their full investment at NAV, not just
Gresham House
-- Gresham House's shareholding and irrevocable undertakings
account for five of GHS' top seven institutional shareholders,
representing at least 43.7% of GHS' shareholders who have called
for liquidity for all
Best practice corporate governance sits at the heart of Gresham
House's strategy as an ESG-focused investment business, and the
Board believes that corporate governance principles have not been
properly observed by GHS in the conclusions of its strategic
review, announced on 11 October 2021.
The inadequacy of the consultation process is clear in light of
the fact that it is not supported by five of GHS' top seven
institutional shareholders. The flaws in this lengthy process and
its findings led to a conclusion that focused on one shareholder's
liquidity to the exclusion of all others.
The Gresham House Board believes all shareholders of GHS should
be offered liquidity to realise their full investment at NAV,
rather than just Gresham House, as has been concluded by GHS.
The Board of Gresham House has therefore requisitioned an
Extraordinary General Meeting (EGM) of GHS' shareholders as this is
the most appropriate way for them to reach a decision on the future
of their company, GHS. The proposed EGM resolutions, for the return
of cash on the GHS balance sheet to all its shareholders and the
realisation of GHS' assets over the next two years, would enable
all its shareholders to access an attractive return on their
investment in a manner that will realise appropriate value.
Gresham House holds legally binding written irrevocable
undertakings to vote in favour of the proposed EGM resolutions for
the realisation of cash and liquidity for all shareholders.
Together with its holding of 23.4%, this accounts for at least
43.7% (1,521,050 shares) of GHS's total issued share capital -
having risen from 42.0% at the time of the EGM requisition on
Thursday 14 October 2021.
The GHS announcement dated 15 October 2021 states: "GHE has not
provided any further information on the identity of the potential
concert party members at this stage". Gresham House, having taken
professional legal advice prior to submitting its requisition, does
not consider that there is a concert party between it and the GHS
shareholders that have signed the irrevocable undertakings.
Anthony Townsend, Chair of Gresham House plc, said:
"The consultation process by the GHS Board was clearly
inadequate and its outcome is unsatisfactory to at least 43.7% of
its shareholders. The Gresham House Board has therefore
requisitioned a meeting of GHS' shareholders to address this issue
democratically and to reach a conclusion that is in the interests
of all its shareholders."
-Ends-
For more information contact:
Gresham House plc
Rupert Robinson +44 (0)20 3837 6270
Houston - PR advisors gh@houston.co.uk
Alexander Clelland +44 (0)204 529 0549
Canaccord Genuity Limited
- Nominated Adviser and
Joint Broker
Bobbie Hilliam
Georgina McCooke +44 (0)20 7523 8000
Jefferies International
Limited - Joint Broker
Paul Nicholls
Max Jones +44 (0)20 7029 8000
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