Circular re GPG resolution

Young & Co's Brewery PLC 26 June 2001 26 June 2001 YOUNG & CO'S BREWERY P.L.C. RECOMMENDS REJECTION OF GUINNESS PEAT PROPOSAL In a circular to shareholders, the Board of Young & Co's Brewery P.L.C. ('Young's') has recommended rejection of the latest resolution proposed by Guinness Peat Group plc ('GPG'). The circular contains the following letter from Chairman John Young: 'Dear shareholders, As you may be aware, Guinness Peat Group plc ('GPG'), holding 10.06% of the voting shares and acting through a nominee company, has again requisitioned that a resolution be put to the Annual General Meeting. It is entitled to do so under Section 376 of the Companies Act 1985. This resolution, together with a letter from its UK Executive Director, Mr Blake Nixon, is set out in full in the accompanying pages. In this year's resolution, GPG is calling for the Directors to formulate proposals for the Company to be transferred to the sole ownership of the Ram Brewery Trust and the Young family directors. The Board has noted the unusual nature of this resolution, which appears to have been designed to enable GPG to sell its shareholding in Young's, rather than for the long term benefit of the Company. The Board has not received any approach from the Young family or connected persons about taking the company private. Indeed, having received a copy of the proposals from GPG, the trustees of the Ram Brewery Trust and relevant Young family directors have stated that they would vote against any resolutions for their implementation. Accordingly no offer exists and with no support from the relevant shareholders, the proposals contained in GPG's resolution cannot be implemented. Your directors therefore recommend that shareholders vote against this resolution. Mr Nixon's letter contains a further attack on the performance of the business and accuses the Board of inaction and of a failure to state its strategy. It gives no credit for the sustained progress that has been achieved by Young's over recent years. It also fails to acknowledge the fact that the Board has been consistently pursuing a straightforward strategy to improve performance. This strategy has been clearly communicated to all shareholders, including GPG with whom we have had regular meetings going as far back as 1997. We have successfully grown our sales by means of a combination of targeted investment in our existing pub estate, carefully selected acquisitions of new high quality pubs and increased marketing and distribution to enhance the appeal and availability of Young's beers in the free trade. This, together with the brewing contracts we have secured from other brewers, has enabled us to improve significantly the volume through the Brewery and has delivered considerable financial progress across the Group over the past four years, including: * a 28% increase in turnover * a 26% improvement in operating margin * a 61% increase in operating profit * a 79% increase in adjusted* profits before tax * a 91% increase in adjusted* earnings per share (* excludes profits from sales of properties) In line with this improvement, we have also increased dividends over the period by more than double the rate of inflation. We still have plenty of financial muscle to continue to deliver our strategy and, as stated in the Annual Report, 'We are committed to continuing this progress and to go on examining all investment opportunities that will enhance shareholder value'. It is clear that the proposals in GPG's resolution would not be implemented. Accordingly, the resolution DOES NOT have the support of your directors and is being put to shareholders solely to comply with Section 376. Your directors recommend that shareholders VOTE AGAINST this resolution as they intend to do in respect of their own beneficial holdings.' -ends- For further information: James Longfield/John Olsen Hogarth Partnership 0207 357 9477 Note to Editors: The Young & Co's Brewery P.L.C. Annual General Meeting will take place at 11: 30am on Tuesday July 17 at the Wandsworth Town Hall, Wandsworth, London SW18.
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