REG - Logistics Dev Grp - Circular Publication, Notice of Requisitioned GM

Logistics DevelopmentAnnouncement

23/09/2024 07:00

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RNS Number : 1362F  Logistics Development Group PLC  23 September 2024

23 September 2024

 

Logistics Development Group plc

 

("LDG" or the "Company")

 

Publication of Circular, and Notice of Requisitioned General Meeting

 

Further to the Company's announcement on 4 September 2024, LDG announces that
today it will be publishing a circular (the "Circular") containing details of
a requisitioned general meeting of the Company (the "Requisitioned General
Meeting"). The Requisitioned General Meeting will be held at 10.00 a.m. on 16
October 2024 at the offices of Fladgate LLP, 16 Great Queen Street, London
WC2B 5DG.

 

A summary of the Board's response to the Requisition, the expected timetable
of principal events, the Chairman's statement from the Circular and the
Requisitioner's resolutions and statement are set out below.

 

For the reasons set out further below, the Board unanimously recommends that
Shareholders VOTE AGAINST the Board Appointment Resolution.

 

Unless otherwise indicated, all defined terms in this announcement shall have
the same meaning as described in the Circular and set out below.

 

 

For enquiries:

 

 Logistics Development Group plc     Via FTI Consulting
 FTI Consulting                      +44 (0) 20 3727 1340

 Nick Hasell

 Alex Le May

 Cally Billimore

 Strand Hanson Limited               +44 (0) 20 7409 3494

 (Financial and Nominated Adviser)

 James Dance

 Richard Johnson

 Abigail Wennington

 Investec Bank plc                   +44 (0) 20 7597 5970

 (Broker)

 Gary Clarence

 Harry Hargreaves

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

The dates and times set out below are based on the Company's current expectations and may be subject to change. Any change will be notified via a Regulatory Information Service. References to times in this Circular are to London times, unless otherwise stated.

 

 Publication of this Circular                        23 September 2024
 Latest time and date for receipt of Forms of Proxy  10.00 a.m. on 14  October 2024
 Requisitioned General Meeting                       10.00 a.m. on 16  October 2024

Summary

 

·      The Board has obtained legal advice that the first and second
Requisitioned Resolutions would not be effective as set out in the
Requisition.  To be effective and to comply with the Company's articles of
association, those resolutions would need to have been proposed as special
resolutions, which the Requisitioner failed to do, therefore the Board has
determined not to present these resolutions at the Requisitioned General
Meeting.

·      The Company has obtained irrevocable undertakings from
Shareholders representing approximately 27 per cent. of the Company's issued
share capital, against the Requisitioned Resolutions (if they were all
presented) and against the Board Appointment Resolution.

·      The Board further notes that, in the event the first and second
Requisitioned Resolutions were to be proposed as special resolutions, such
that they could be effective under the Articles, the irrevocable support of
Shareholders would result in such resolutions not achieving the requisite 75
per cent. of those voting on a special resolution and therefore would fail.

·      The first and second Requisitioned Resolutions are short-term
focussed, seeking to curtail future investments and wind up your Company,
distributing net proceeds or seeking to dividend out certain individual
investments in specie - the Board does not believe that these proposals would
be either practical or efficient for the vast majority of Shareholders on the
register, particularly smaller holders, and these proposals are expected to be
complex, costly and time-consuming to execute.

·      The Board strongly believes that allowing the Manager to continue
to operate under its existing mandate (as approved by Shareholders on 31
January 2022), seeking to maximise value from existing investments over time
and deploying capital into a pipeline of compelling new investments, is in the
best interests of Shareholders as a whole.

·      The Board therefore believes that the proposals represent a
highly opportunistic attempt by the Requisitioner, acting as nominee for the
underlying beneficial owner (who the Company understands to be Mr Richard
Griffiths), to maximise short-term return at the expense of the prospects of
the Company's long term and supportive Shareholders.

·      Furthermore, Mr Ede-Golightly, the Requisitioner's proposed
director, would not be classified as an independent non-executive director,
given his long term association, numerous business links and mutual board
directorships with Mr Richard Griffiths (none of which were disclosed in the
Requisition), who the Company understands to be the ultimate beneficial owner
and controlling party behind the Requisitioner.

·      Given this lack of independence, should Mr Ede-Golightly be
appointed as a director of the Company, the Board would no longer comprise a
majority of independent non-executive directors. In order to maintain the
Company's high standard of corporate governance, with a balanced Board and a
majority of independent non-executive directors, the Company and its advisers
would need to consider the appointment of another independent non-executive
director, which would incur additional costs to the Company and represent a
conflict with the Requisitioner's stated desire to reduce operational
expenses.

 

 

 

LETTER FROM THE CHAIRMAN

LOGISTICS DEVELOPMENT GROUP PLC

(Registered in England and Wales with registered number 08922456)

Registered address: 3 More London Riverside, 4th Floor, London SE1 2AQ

 

23 September 2024

Dear Shareholder

 

Notice of Requisitioned General Meeting and unanimous recommendation of the
Board

to VOTE AGAINST the Board Appointment Resolution

 

1.     Introduction

As announced by the Company on 4 September 2024, the Board has received a
request to requisition a general meeting of the Company from Huntress (Cl)
Nominees Limited A/C KGRIG, effectively seeking to curtail future investments
and to wind up your Company. The Requisition was served in relation to shares
representing approximately 6.86 per cent. of the Company's issued share
capital.

 

The Company understands that the Requisitioner acts as nominee for a
significant part of the shareholding interests of Mr Richard Griffiths. As at
the date of the last shareholder disclosure from Mr Griffiths received by the
Company on 24 May 2024, he disclosed that he was interested in an aggregate
15.28 per cent. of the Company's issued share capital, which was stated to be
held by Mr Griffiths and two companies associated with him, Ora Capital
Limited ("Ora Capital") and Cream Global Limited, both understood to be
incorporated in Jersey.

 

The purpose of the Circular is to convene the Requisitioned General Meeting to
be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG
 at 10.00 a.m. on 16 October 2024 in order to consider (for the reasons set
out below) one of the Requisitioned Resolutions, details of which are set out
below.

 

For the reasons set out below, the Board unanimously recommends that you VOTE
AGAINST the Board Appointment Resolution.

 

2.     The Requisitioned Resolutions

 

By notice dated 2 September 2024, served pursuant to section 303 Companies Act
2006, the Requisitioner requested the Board to put the resolutions set out
below to Shareholders in general meeting.  A statement from the Requisitioner
is also contained below.

 

3.     Information on the Requisition and reasons for the Board's
recommendation to VOTE AGAINST

 

The Company's Investing Policy

The Requisition failed to specify whether the Requisitioned Resolutions are
ordinary or special resolutions and, in the absence of any specificity, the
Board has assumed that the resolutions were intended as ordinary
resolutions.   This is important because Resolution 1 would be ineffective
if passed as an ordinary resolution since it is contrary to Article 89.1 of
the Company's articles of association that states:

"Subject to the Companies Acts, these Articles and to any directions given by
special resolution of the Company the business of the Company will be managed
by the Board, which may exercise all the powers of the Company, whether
relating to the management of the business or not."

Article 89.1 reflects the common law position that a company is to be managed
by its board of directors, subject only to direction given by special
resolution.  Resolution 1 seeks to usurp the Board's powers conferred by the
Articles and impose an investing policy on the Company by ordinary
resolution.  Furthermore, the policy proposed, if adopted, would put the
Company in an invidious and conflicting position with the Manager since, under
the Investment Management Agreement, the Manager is required to identify,
evaluate and execute on new investments but also to comply with the Investing
Policy.

Accordingly, the Board has not included Resolution 1 in the notice of
Requisitioned General Meeting.  Under section 303(5)(a) Companies Act 2006, a
company is entitled not to "move" a resolution where "it would, if passed, be
ineffective (whether by reason of inconsistency with any enactment or the
company's constitution or otherwise)."

Resolution 2 is also contrary to Article 89.1 in that it attempts to interfere
with the decision-making powers of the Board by ordinary resolution, rather
than a special resolution as would be required in order to comply with this
article.  For this reason, Resolution 2 would also be ineffective if passed
as an ordinary resolution and so will not be moved at the Requisitioned
General Meeting.

The Requisitioner in its statement in Part III claims to be concerned that the
Company may have extended the Investment Management Agreement without seeking
explicit shareholder consent.  There is, however, no requirement (whether
under the Companies Act, the AIM Rules for Companies or the Articles) for the
Board to seek shareholder approval to enter into or vary the Investment
Management Agreement.  The Requisitioner also claims that the Company
extended the term of the Investment Management Agreement without clearly
disclosing that to Shareholders.  The Company's circular dated 14 January
2022 disclosed that a new investment management agreement had been entered
into and was on substantially the same terms as the previous agreement.  A
copy of the new agreement was put, and remains, on display on the Company's
website from which it is clear that the term of the Investment Management
Agreement is five years from the date of Shareholder approval of the Investing
Policy (that is, five years from 31 January 2022).

The Company has obtained irrevocable undertakings from Shareholders
representing, approximately 27 per cent. of the Company's issued share capital
to vote against the Requisitioned Resolutions (if they were all put to the
Requisitioned General Meeting).  The Board notes that, if the first and
second Requisitioned Resolutions were to be proposed as special resolutions,
such that they could be effective under the Company's Articles, the
irrevocable undertakings given by Shareholders would result in such
resolutions being defeated as a result of not achieving the requisite 75 per
cent. of those voting on a special resolution.

Given that to be effective the first and second Requisitioned Resolutions
would need to be passed as special resolutions and the likelihood of those
resolutions being passed in that manner was always going to be very low, it is
disappointing that the Requisitioner has caused the Company to incur
additional, wasted legal and administrative costs in connection with the
Requisition.

The Manager, with the Board's support and independent oversight, has, over the
past three years, created a portfolio of investments which the Board believes
has significant potential, over what has been a turbulent period for global
markets. Whilst there have been some disappointing short-term revaluations,
particularly in respect of certain quoted investments, the Board strongly
believes that allowing the Manager to continue to operate under its existing
mandate (as approved by Shareholders on 31 January 2022), seeking to maximise
value from existing investments over time and deploying capital into a
pipeline of compelling new investments, is in the best interests of
Shareholders as a whole. The Board therefore believes that the proposed
changes to the Company's Investing Policy would be detrimental to the majority
of Shareholders.

The Board understands that the Requisitioner and / or close associates have
recently acquired a significant proportion of their current interest in the
Company at a share price  below the prevailing share price at the time and
believes that the Requisitioner, acting as nominee for the underlying
beneficial owner (who the Company understands to be Mr Richard Griffiths), is
therefore opportunistically attempting to maximise short term return, at the
expense of the prospects of the Company's long term and supportive
Shareholders. The Board is surprised that the Requisitioner is able to state,
seemingly without caveats, that "New investments are not in the best interests
of shareholders", without any specific knowledge or understanding of the
Company's potential investment pipeline.

The Company's Investing Policy is deliberately broad and does not include a
specific time horizon for investments, which is intended to allow the Manager
flexibility to make investments where it has identified opportunities and to
maximise return for Shareholders without the constraints of either a fixed
investment horizon or being restricted solely to investing in publicly listed
companies. The Company is mindful of the requirement to provide regular
updates on its investment portfolio, including commentary and any material
changes to private investments and will continue to comply with its regulatory
obligations as an AIM quoted investment company.

Whilst not communicated by the Requisitioner, the Board understands that Ora
Capital and its Directors (including Richard Griffiths and James
Ede-Golightly) have experience in private equity transactions similar to the
private investments within the LDG asset portfolio. By way of example, during
May 2021, Richard Griffiths and related investment vehicles agreed to roll
over a sizeable minority co-investment in non-voting Bidco shares as part of
the take private of Telit Communications Plc, a transaction that was led by
the Manager.  This suggests that Mr Griffiths and Ora Capital are familiar
with the typical timescales required to successfully complete private equity
style transactions and it is reasonable to assume that Ora Capital is also
aware of the return potential of such transactions.

As previously communicated, the Company's share buyback programme ("Buybacks")
was  implemented seeking to reduce the observed gap between the Company's net
asset value ("NAV") and the Board believes that, whilst the observed discount
to NAV remains high, the Buybacks have been value accretive for long term
Shareholders, by concentrating their interests in the underlying asset
portfolio. Whilst the Buybacks have not been fully implemented, the Board was
keen to provide an option for Shareholders to exit their investment and for
the Company to retain flexibility to absorb the impact of sellers in the
market from time-to-time.

The Company cannot, for the time being, carry out further share buybacks
(unless shares were also bought  back proportionately from the Concert Party)
following the defeat of the waiver resolution at the Company's general meeting
held on 4 September 2024.  The Board will now consider further capital
allocation strategies including, but not limited to, the recommendation of
dividend payments in due course.

The first and second Requisitioned Resolutions are effectively seeking to wind
up your Company and distribute net proceeds after selling and / or liquidation
costs, alongside the Requisitioner's proposal that certain of the Company's
liquid assets be distributed to the Company's underlying Shareholders in
specie. The Board does not believe that these proposals would be practical or
efficient for the vast majority of Shareholders on the register, particularly
smaller holders, where the dealing costs involved in receiving and selling
individual elements of the Company's portfolio would likely significantly and
disproportionately reduce the value of such investments, and this is before an
individual investor's tax position is taken into account.  Such distributions
are complex corporate transactions and would incur significant corporate
costs, which is at odds with the Requisitioner's desire to 'rationalise
operational expenses'.

 

Board Appointment Resolution

The Board, having consulted its advisers, does not believe that the
Requisitioner's candidate for appointment as a director, Mr Ede-Golightly,
could be classified as an independent non-executive director given his long
term association, numerous business links and cross board directorships with
Mr Griffiths, which the Company understands to be the beneficial owner and
controlling party behind the Requisitioner.

Given this lack of independence, should Mr Ede-Golightly be appointed as a
director of the Company, the Board would no longer comprise a majority of
independent non-executive directors. In order to maintain the Company's high
standard of corporate governance, with a balanced Board and a majority of
independent non-executive directors, the Company and its advisers would need
to consider the appointment of another independent non-executive director, in
compliance with the high standards of corporate governance applied by the
Company and expected of AIM quoted companies. The appointment of further
directors would clearly represent an additional cost to the Company and again
represent a conflict with the Requisitioner's stated desire to reduce
operational expenses.

 

Consequently, whilst the Board intends to put this resolution to Shareholders,
it notes the attendant additional actions and costs required to achieve a
balanced Board composition should the resolution pass and consequently does
not believe the resolution is in the best interests of Shareholders as a whole
and the Board recommends that you VOTE AGAINST the resolution.

 

4.     The Requisitioned General Meeting

 

The Requisitioned General Meeting will be held at 10.00 a.m. on 16 October
2024 at the offices of Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG.

 

5.     Action to be taken

 

All Shareholders are encouraged to VOTE AGAINST the Board Appointment
Resolution to be proposed at the Requisitioned General Meeting and, if
Shareholders do not hold their Shares directly, to arrange for

their nominee to vote against the Board Appointment Resolution on their
behalf.

 

A member entitled to attend and vote at the Requisitioned General Meeting may
appoint one or more proxies to exercise all or any of the member's rights to
attend, speak and vote at the meeting. A proxy need not be a member of the
Company but must attend the meeting for the member's vote to be counted. If a
member appoints more than one proxy to attend the meeting, each proxy must be
appointed to exercise the rights attached to a different share or shares held
by the member. If a member wishes to appoint more than one proxy they may do
so at www.signalshares.com (http://www.signalshares.com) .

 

To be effective, the proxy vote must be submitted at www.signalshares.com so
as to have been received by the Company's registrars not less than 48 hours
(excluding weekends and public holidays) before the time appointed for the
meeting or any adjournment of it. By registering on the Signal shares portal
at www.signalshares.com, you can manage your shareholding, including:

 

·      cast your vote

·      change your dividend payment instruction

·      update your address

·      select your communication preference.

 

Any power of attorney or other authority under which the proxy is submitted
must be returned to the Company's Registrars, Link Group, PXS1, Central
Square, 29 Wellington Street, Leeds, LS1 4DL. If a paper Form of Proxy is
requested from the registrar, it should be completed and returned to Link
Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL to be
received not less than 48 hours before the time of the meeting.

 

Hard copy Forms of Proxy can be requested from the registrars, Link Group via
email at shareholderenquiries@linkgroup.co.uk or on Tel: +44 (0) 371 664 0300.
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9:00 a.m. - 5:30 p.m., Monday to
Friday excluding public holidays in England and Wales.

 

Alternatively, you can vote via LinkVote+, a free app for smartphone and
tablet provided by Link Group. It offers shareholders the option to submit a
proxy appointment quickly and easily online, as well as real-time access to
their shareholding records. The app is available to download on both the Apple
App Store and Google Play.

 

If you are an institutional investor, you may also be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10:00am
on 14 October 2024 in order to be considered valid or, if the meeting is
adjourned, by the time which is 48 hours before the time of the adjourned
meeting. Before you can appoint a proxy via this process you will need to have
agreed to Proxymity's associated terms and conditions. It is important that
you read these carefully as you will be bound by them and they will govern the
electronic appointment of your proxy. An electronic proxy appointment via the
Proxymity platform may be revoked completely by sending an authenticated
message via the platform instructing the removal of your proxy vote.

 

Alternatively, you can vote via CREST (refer to the notes to the Notice of
Meeting).

 

In accordance with current best practice and to ensure voting accurately
reflects the views of Shareholders, it will be proposed that at the
Requisitioned General Meeting voting on the Board Appointment Resolution will
be conducted by way of a poll vote rather than by a show of hands, and the
relevant procedures will be explained at the Requisitioned General Meeting.

 

 

6.     Irrevocable Undertakings

The Company has received irrevocable commitments from shareholders to vote or
procure votes against the Requisitioned Resolutions, if proposed, and against
the Board Appointment Resolution at the Requisitioned General Meeting, in
respect of Ordinary Shares representing approximately 27 per cent. of the
voting share capital of the Company as at the date of the Circular.

 

7.     Recommendation

 

The Directors of the Company believe that there is no merit in the actions
proposed by the Requisitioner and that such actions are proposed wholly in the
Requisitioner's own interest. The Board strongly advises that you do not let
the Requisitioner disrupt your Company.

 

Accordingly, the Board strongly recommends that Shareholders VOTE AGAINST the
Board Appointment Resolution. Whether or not you propose to attend the
Requisitioned General Meeting in person, the Board recommends that you
complete a Form of Proxy, appointing the Chair of the Requisitioned General
Meeting to VOTE AGAINST the Board Appointment Resolution. Completing a Form of
Proxy will not prevent you from attending the Requisitioned General Meeting
should you decide to do so and are so entitled.

 

Yours sincerely

 

Adrian Collins

Independent Non-Executive Chairman Logistics Development Group plc

 

 

DEFINITIONS

The following definitions apply throughout this announcement, unless the
context requires otherwise:

 "AIM"                                      the market of that name operated by the London Stock Exchange;
 "Articles"                                 the memorandum of association of the Company dated 4 March 2014 and the
                                            articles of association of the Company dated 11 April 2017, as amended from
                                            time to time;
 "Board"                                    the board of Directors of the Company from time to time, or a duly constituted
                                            committee thereof;
 "Board Appointment Resolution"             the third Requisitioned Resolution, being the only resolution to be presented
                                            to the Requisitioned General Meeting;
 "Company"                                  Logistics Development Group plc, a public limited company incorporated in
                                            England & Wales with registered number 08922456;
 "Concert Party"                            as defined in the Company's circular to Shareholders dated 13 August 2024;
 "CREST member"                             a person who has been admitted to CREST as a system member (as defined in the
                                            CREST Regulations);
 "CREST Regulations"                        the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended
                                            from time to time);
 "CREST"                                    the computer-based system and procedures which enable title to securities to
                                            be evidenced and transferred without a written instrument, administered by
                                            Euroclear in accordance with the CREST Regulations;
 "DBAY"                                     DBAY Advisors Limited, a company incorporated in the Isle of Man (company
                                            number 126150C) whose registered office is at 2nd Floor, Exchange House,
                                            54-62 Athol Street, Douglas, Isle of Man IM1 1JD;
 "Directors"                                the directors of the Company as at the date of this Circular;;
 "Euroclear"                                Euroclear UK & International Limited, a company incorporated in England
                                            and Wales with registered number 02878738, whose registered office is at 33
                                            Cannon Street, London EC4M 5SB, the operator of CREST;
 "Form of Proxy"                            the form of proxy for use by Shareholders in relation to the Requistioned
                                            General Meeting;

 "Group"                                    the Company, its subsidiaries and its subsidiary undertakings;
 "Investing Policy"                         means the investing policy adopted by the Company on 31 January 2022;
 "Investment Management Agreement"          the investment management agreement between the Company and DBAY dated 14
                                            January 2022, as varied by an agreement dated 30 March 2023;
 "London Stock Exchange"                    London Stock Exchange plc;
 "Manager"                                  DBAY, acting as investment manager of the Company;
 "Notice of Requisitioned General Meeting"  the notice of the Requisitioned General Meeting;
 "Ordinary Shares"                          ordinary shares of £0.01 each in the capital of the Company;
 "Requisition"                              the request to call a general meeting of the Company made by the Requisitioner
                                            and dated 2 September 2024;
 "Requisitioned General Meeting             the general meeting of the Company, convened for 16    October 2024 or any
                                            adjournment, therefore;
 "Requisitioned Resolutions"                the three resolutions contained in the Requisition as set out below;
 "Requisitioner"                            Huntress (Cl) Nominees Limited A/C KGRIG;
 "Resolution"                               the first, second or third Requisitioned Resolution, as the case may be;
 "Shareholder(s)"                           holder(s) of Ordinary Shares;
 "UK" or "United Kingdom"                   the United Kingdom of Great Britain and Northern Ireland.

 

THE REQUISITION

 

The Requisitioned Resolutions

 

1.       That the investing policy be amended to read as follows: "The
Company will cease making new investments and prioritise the timely return of
capital to shareholders. The Company will seek to protect value and deliver an
orderly realisation of illiquid investments. The Company will apply available
cash balances and liquid investments to support the return of capital to
shareholders in a timely and efficient manner. The Company will rationalise
operating expenses as far as practical to maximise free cash available for
distribution to shareholders."

2.       That the Company shall not, whether by act or omission, make
material changes, renewals, or extensions to the Investment Management
Agreement without prior approval by an ordinary resolution of the Independent
Shareholders (Capitalised terms as defined in the Company circular dated 13
August 2024).

3.       That James Ede-Golightly be appointed as a director of the
Company.

 

Statement

 

In accordance with section 303(4) Companies Act 2006, the Requisitioner
provided the following supporting statements in connection with the
Requisitioned Resolutions:

 

"Resolution 1

 

The first resolution implements a new investing policy to protect and realise
shareholder value.

 

As at the 31st May 2024 the company reported cash balances of £31.9m
(approximately 6 pence per LDG share) and a holding in Alliance Pharma Plc of
64,353,781 shares (worth 4.5 pence per LDG share at the prevailing 37p market
price for Alliance Pharma). Should the resolution be approved, there are
methods through which the Company could distribute substantially all these
assets, worth c10.5p per share, to shareholders in the coming months. We would
expect the board to consult with shareholders and take advice on the preferred
approach for a timely distribution

 

We believe the underperformance of the LDG share price during the investing
period has been driven by the transfer of the company's asset base from 98%
cash and equivalents in November 2021 into illiquid, private assets in respect
of which the Company provides no meaningful transparency.

 

For example, there is no disclosure in relation to each investment's position
in the relevant capital structure or operating metrics showing the performance
against plan. There is no transparency around when such positions will be
realised.

 

The share price performance shows that public market investors aren't giving
credit to the investment manager's professed ambition of delivering "2-3x MM
over a 3-4 year period". Instead, the assets are being valued at a fraction of
cost, with a further discount applied to reflect the value drag from
management and administration fees.

 

We believe any further investment by the Company under the current investing
policy will drive underperformance as the balance sheet becomes increasingly
opaque and illiquid. New investments are not in the best interest of
shareholders.

 

Moreover, there is no longer time within the life of the Investment Management
Agreement to deliver new investments of the profile the investment manager
targets.

 

Despite having the requisite authorities, the Company has failed to implement
substantive buybacks in a manner that accretes shareholder value and narrows
the discount to net asset value. As far as we are aware, the company has
failed to attract a single new disclosable investor with the current
investment policy.

 

Resolution 2

 

Having reviewed the 14th January 2022 circular published by the Company we are
concerned that the Company may have extended the investment management
agreement without seeking explicit shareholder consent nor clearly disclosing
it to shareholders. It is possible this may have been an  sic  inadvertent,
but this still suggests that controls need strengthening.

 

This resolution seeks to improve governance and ensures the Independent
Shareholders are given the right to review and approve future changes to the
Investment Management Agreement.

 

Resolution 3

 

To support implementation of the proposed changes to strategy and governance,
we propose the appointment of an additional non-executive director to
represent the interests of all shareholders. We note that Stephen Harley, who
resigned on 1(st) November 2023, has not been replaced.

 

Mr Ede-Golightly has significant experience serving as a non-executive
director on AIM and Nasdaq listed companies. He has a successful track record
of leading the realisation and return of capital to shareholders having served
as the Chairperson at East Balkan Properties Plc. James is a CFA charterholder
and in 2012 was recognised as New Chartered Director of the Year by the
Institute of Directors."

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