Murray VCT PLC
06 July 2005
Murray VCT PLC
Registered Office: 4 Crown Place, London, EC2A 4BT:
Company Number: 03049972
Murray VCT plc is in the process of sending letters to shareholders. The text is
6 July 2005
What has Mr Clark got to hide? Why will he not provide you with information to
which you are entitled?
You will have by now received yet another letter from Mr Clark requesting that
you support the calling of an EGM to speed up his process of seeking to remove
the directors. This letter again contains a number of inaccuracies.
Mr Clark has asked shareholders to consider removing the existing board and
replace them with his proposed directors. The new board would then undertake a
'rational review of investment manager'. It is our fiduciary duty to
shareholders to ensure that you are fully aware of allthe facts relevant to the
resolutions before you vote. On 17 June we therefore sent Mr Clark and his
proposed board a short questionnaire for them to complete and return, so that we
would be able to ensure that our shareholders were sufficiently informed.
Despite many attempts to contact Mr Clark and his proposed chairman they have
chosen not to meet or answer our legitimate questions. The queries addressed to
Mr Clark included information on the following:
Is he independent of the former investment manager, Aberdeen Asset Management?
(Mr Clarke shares the same lawyers and public relations consultants as Aberdeen
Who is providing the finance for his action, including paying his advisers?
What are his plans for the Murray VCTs? (Mr Clark claims that 'Investors were
deprived of a 'Leading VCT Manager'', despite the fact that, in Mr Clark's
words, the 'Murray VCTs have been amongst the worst performing generalist VCTs'.
Mr Clark also wants the boards to be 'committed to reviewing the choice and
terms of engagement of the fund manager' despite the fact that Close Venture
Management have an outstanding performance record, were voted 'Best VCT
Provider' at the Professional Adviser Awards 2005, and 'VCT Fund Manager of the
Year' at the Growth Company Awards 2005).
We believe that this action may not be about removing existing directors who
have already committed to you that they will stand down shortly; we are
concerned that this action may have a different and as yet unstated agenda. You
should be aware of what that agenda really is.
By implication, is not Mr Clark suggesting that the investment management
mandate be removed from Close and returned to Aberdeen Murray Johnstone?
Mr Clark has chosen not to reply to either our letters or to our calls. We are
concerned that, without answers to our legitimate questions, shareholders may
not be appraised of all relevant information before they are asked to vote.
In the meantime, your board, in conjunction with the new investment manager,
continues to prepare a rational and detailed plan for the future. This will
include proposals for the merger of your VCT with Murray VCT 2 and Murray VCT 3.
It is totally untrue for Mr Clark to suggest that we have only proceeded down
the merger route as a result of his action. It has long been the policy of the
three VCTs to proceed with a merger, especially once the move to a new manager
had been achieved. Ask yourself how Mr Clark could possibly know what the VCT
Boards have been discussing.
We also intend to propose a revised board for the newly merged entity with five
directors. This will include a new Chairman and two new directors, highly
qualified for the job and unrelated to the existing board members or manager,
along with two existing directors from amongst the directors of the three VCTs,
who will stay for the sake of continuity. The remainder of the existing
directors will all stand down.
We expect to be able to provide you with details of our proposals by the end of
SIR DAVID TRIPPIER
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