The Value Catalyst Fund Limited ("VCF" or "the Company")
Letter to the Shareholders of Saurer AG
The Company has sent the following letter the shareholders of Saurer AG:
"LAXEY PARTNERS (UK) LIMITED
PRINCES HOUSE 38 JERMYN STREET
LONDON SW1Y 6DN
Shareholders in Saurer AG
2 March 2006
Dear Fellow Shareholders
Resolutions at the forthcoming Annual General Meeting on 11 May 2006
Funds under the management of Laxey Partners Ltd currently hold more than 15% of
the shares in Saurer AG. The Value Catalyst Fund Limited, one of these funds,
requested that the two motions described below are added to the agenda for the
forthcoming Annual General Meeting (`AGM').
· Election of One Member to the Board of Directors
Under this item, we propose that the AGM elects Mr. Preston Rabl, chairman of
Laxey Partners, as a new member of the Saurer Board of Directors.
Rationale: We believe that a `Strategic Review' should be conducted to
identify areas to maximise shareholder value. As a Board Member, Mr Rabl will
be in a position to investigate the benefits of such an analysis to be
performed by an independent advisor after collecting as many thoughts from
shareholders as possible as to the best way to maximise value.
· Capital Reduction for Repayment of Nominal Share Capital
Under this item, we propose that the AGM, with reference to a special
auditor's report which has to be obtained by the Board of Directors prior to
the AGM, decides on a nominal share capital reduction and on a pay-out of CHF
9.45 per share to shareholders.
Rationale: We believe that Saurer's current capital structure could be
improved and therefore suggest a tax-free nominal value distribution of CHF
9.45 to shareholders. We see this as a first measure to address the capital
structure issue and would also support additional measures such as a further
share buy-back programme.
For further updates and information for shareholders regarding the process up to
the AGM, please visit the website agm.laxeypartners.com.
Invitation: We are interested to learn what you think as a shareholder and would
like to encourage all shareholders to express their views as to how best
shareholder value could be maximised. If you wish to step into dialogue with us
or if you have any queries please feel free to contact us either by phone on +44
1624 690 900 or by email email@example.com.
We are looking forward to hearing from you.