TIDMGHS
RNS Number : 4290R
Gresham House Strategic PLC
05 November 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Gresham House Strategic plc
5 November 2021
Statement regarding:
Update on Notice of Requisition of a General Meeting
Board changes and proposal to enter into run-off
Update on Notice of Requisition of a General Meeting
On 11 October 2021, Gresham House Strategic plc ("GHS" or the
"Company") announced the conclusion of its strategic review (the
"Strategic Review"), the termination of Gresham House Asset
Management Limited ("GHAM") as Investment Manager and the
appointment of Harwood Capital LLP ("Harwood") as replacement
Investment Manager, which is expected to become unconditional on 5
November 2021.
Following this announcement, as announced on 15 October 2021,
the directors of GHS received from Rock Nominees Limited (on behalf
Gresham House plc ("GHE"), the ultimate parent company of GHAM) a
notice of requisition of a general meeting of GHS dated 14 October
2021 (the "Requisition") including resolutions proposing the return
of capital to shareholders and changes to the board of GHS (the
"Board").
GHE has informed the Board that it has obtained irrevocable
undertakings from shareholders to vote in favour of resolutions
which recommend the immediate return of cash on the Company's
balance sheet and the complete realisation of the Company's assets
and return of capital within 24 months. The Board recognises that
when taken together with GHE's own beneficial shareholding, these
irrevocable undertakings account for 46.8 per cent of the issued
share capital of the Company and therefore those resolutions are
likely to be approved and the conclusion of the strategic review
cannot be fully implemented.
In this context, following discussions with GHE, the Board has
agreed with GHE to delay the posting of the circular convening the
requisitioned meeting until no later than 26 November 2021, so that
it can include further resolutions relating to a change of the
Company's Investing Policy and a mechanism to return capital in a
cost-effective and tax-efficient manner, which treats all
shareholders equally.
Following the appointment of Harwood becoming unconditional,
Harwood will be the Investment Manager and in the anticipated event
of a change of Investing Policy, is expected to manage the run-off.
The Company has received a conditional proposal from Harwood to
waive its entitlement to management and performance fees during a
run-off process of up to 24 months, provided that there is no early
termination of its investment management agreement.
Board changes and proposal to enter into run-off
GHE has agreed to withdraw resolutions 3 to 6 of the Requisition
upon the Board changes set out in paragraphs (a) and (b) below
becoming effective. Given the anticipated change in focus from
actively investing to run-off, the following changes to the Board
have been agreed between GHS and GHE:
(a) Simon Pyper, originally nominated by GHE under resolution 4
of the Requisition, will be appointed as a director of GHS as soon
as practicable, subject to the approval of the Company's Nominated
Adviser in accordance with the AIM Rules;
(b) Helen Sinclair has resigned from the Board today and Charles
Berry has been appointed Interim Chair but will resign from the
Board once Simon Pyper is appointed and becomes Interim Chair or,
in the event he is not approved by the Company's Nominated Adviser,
another new director, to be appointed following consultation with
major shareholders, such that the Board has a minimum of three
directors at all times; and
(c) The Board will consider whether it should comprise three or
four directors on an ongoing basis and if appropriate will conduct
a process to recruit an external independent non-executive
Director, who may be appointed as Chair.
This statement has been agreed jointly in consultation with
Gresham House plc.
Ken Lever, senior independent director of GHS, said:
"I would like to thank Helen Sinclair on behalf of the Board for
her service to the Company and leadership over the last six months
and look forward to welcoming Simon Pyper to the Board. The
Independent Directors are disappointed that as a result of the
irrevocable undertakings obtained by Gresham House in support of
the resolutions to place the Company into run-off, shareholders
will not have the opportunity of a continuing investment in GHS.
However, the Board believes that the agreement reached with GHE is
in the best interests of shareholders as a whole in these
circumstances."
"The Board will focus on minimising costs and maximising value
for all shareholders and welcomes the conditional proposal received
from Harwood to waive management and performance fees during the
anticipated run-off process, which represents a positive outcome in
the circumstances."
Anthony Townsend, Chairman of Gresham House plc, said:
"With shareholders representing c.47% of the total issued share
capital supporting an immediate return of cash and realisation of
the Company's portfolio, it is clear that the conclusion of the
strategic review was not supported by all shareholders. We seek
good governance in all our activities, and treating all
shareholders equally is part of that. Both GHS and GHE are
committed to resolving these issues as soon as possible so a
satisfactory outcome can be achieved."
For further information, please contact:
Montfort Communications (communications adviser +44(0)7798 626282
to GHS) GHS@montfort.london
Gay Collins
Gresham House Strategic plc
Company Secretary: Shaun Zulafqar +44(0)7449 969866
Smith Square Partners LLP (financial adviser
to GHS)
John Craven / Douglas Gilmour +44 (0)20 3696 7260
finnCap (Nominated Adviser and joint broker
to GHS)
William Marle / Ed Frisby / Mark Whitfield
/ Pauline Tribe +44(0)20 7220 0500
Panmure Gordon (UK) Limited (joint broker
to GHS)
Sapna Shah / Alex Collins +44(0)20 7886 2500
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014 as it forms part of UK law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). For
the purposes of MAR, the person responsible for releasing this
announcement is Shaun Zulafqar, Company Secretary.
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