Members Statement Re: General Meeting
10 August 2009
STRATEGIC EQUITY CAPITAL PLC
(THE "COMPANY" OR "SEC")
MEMBER'S STATEMENT RE. GENERAL MEETING
The Directors announce that the Company has received a request, in accordance
with the Companies Act 2006, from Fortelus Special Situations Master Fund
Limited to circulate to Shareholders a member's statement with regard to the
business to be dealt with at the 14 August General Meeting (principally to
approve the Company's proposed acquisition of 3i Group plc's Limited
Partnership Interest in Strategic Recovery Fund II). As required by the
Companies Act 2006, the Company will send a copy of that statement to
Shareholders today. A copy of the statement is also available on the Company's
website (www.strategicequitycapital.com).
The Board strongly disagrees with Fortelus's objections to the Acquisition and
believes that many of the points made in its statement are factually incorrect
or misleading. In particular:
Fortelus states that the Acquisition destroys value for Shareholders. The
facts are that the Acquisition increases the NAV per Share by 5.4% (based on
NAVs at 30 June 2009)*. Since announcing the Acquisition, the value of 3i's
Limited Partnership Interest in SRF II has increased by 13.7% from £5.9 million
(at 30 June 2009) to £6.7 million (at 31 July 2009). This means the resulting
uplift in the NAV per Share from the Acquisition would increase to 6.6%*. If
the Acquisition does not proceed, Shareholders will lose this opportunity to
enhance significantly the value of their investment.
Fortelus states that 3i's Limited Partnership Interest in SRF II will be
acquired at a much lower discount than the Board has indicated. The facts are
that the Company will acquire 3i's Limited Partnership Interest in SRF II at a
discount of 43.6% (based on NAVs at 31 July 2009). Undrawn commitments to
limited partnerships are not accounted for as a liability as they will be
replaced, when drawn, by a corresponding asset funded in cash from the
Company's existing resources. In common with other publicly quoted investors
in SRF II, the Company will value its investment in SRF II at 100% of its
latest month-end NAV*.
Fortelus states that the Acquisition will increase the management fee paid to
SVGIM. The facts are that SVGIM's net fee income will be reduced if the
Acquisition proceeds. This is because, as explained in the circular to
Shareholders dated 29 July 2009, SVGIM has agreed to waive part of the basic
management fee payable by the Company. SVGIM is supporting the Acquisition in
this way as it is keen to maximise value for long term Shareholders.
Fortelus states that the Acquisition will largely pre-empt next year's
continuation vote. The facts are that, whilst a Limited Partnership Interest
in SRF II is not redeemable and is subject to restrictions on transfer, SRF
II's assets are liquid and the net proceeds from realisations are paid out to
its investors as they arise. SVGIM is already expecting that the outstanding £
5.1 million commitment to SRF II that will be transferred to the Company on
completion of the Acquisition will be largely drawn down, and that a number of
SRF II's existing investments will have been realised, ahead of the
continuation vote.
Fortelus has requested the Board adjourns the 14 August General Meeting until
the date of the general meeting that it has requisitioned to consider
resolutions to change the Board (that requisition was received on 6 August
2009). However, as announced on 8 July 2009, the Acquisition is subject to
certain conditions (including the resolution to be proposed at the 14 August
General Meeting having been passed) being satisfied by 28 August 2009. If the
conditions are not satisfied by that date, the Acquisition will lapse and
Shareholders will lose the opportunity to enhance significantly the value of
their investment. As the requisitioned meeting must be convened on not less
than 21 days' notice, it is not possible to hold that meeting prior to 28
August 2009. Had Fortelus served its requisition prior to 29 July 2009 (the
date on which the circular convening the 14 August General Meeting was posted),
which was some three weeks after the Acquisition was announced, the 14 August
General Meeting and the requisitioned meeting could have been combined, thereby
avoiding the costs of convening two general meetings.
The Board's detailed response to Fortelus's statement will be set out in a
circular that will be sent to Shareholders as soon as practicable.
As explained in the circular to Shareholders dated 29 July 2009, the Board
believes that the Acquisition is an excellent opportunity to enhance
significantly Shareholder value through an acquisition of a compatible
portfolio of assets at a very attractive price and funded by an equity issue.
Accordingly, they Board urges Shareholders to vote in favour of the resolution
approving the Acquisition to be proposed at the 14 August General Meeting.
Copies of the circular to Shareholders, which is being sent to Shareholders
today together with a copy of the member's statement from Fortelus, have been
submitted to the UK Listing Authority and will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: 020 7066 1000
For the avoidance of doubt, the circular to be sent out today, which is
referred to above, is not the circular containing the Board's detailed response
to Fortelus's statement.
Enquiries
Gordon Neilly/Sue Inglis Intelli Corporate Finance Limited T: 020 7653 6300
Notes
* As explained in the circular to Shareholders dated 29 July 2009, the Board
expects to value the Company's investment in SRF II at NAV, save that, in
respect of the period from completion of the Acquisition until the 31 August
2009 NAV is available, the investment will be valued at cost.
Intelli Corporate Finance Limited, which is authorised and regulated in the
United Kingdom for the conduct of investment business by the Financial Services
Authority, is acting exclusively as financial adviser to the Company and no-one
else in connection with the Acquisition and will not regard any other person as
its client in relation to the Acquisition and will not be responsible to anyone
other than the Company for providing the protections afforded to clients of
Intelli Corporate Finance Limited their customers or for providing advice in
relation to the Acquisition or any other matter referred to in this
announcement.
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
"14 August the general meeting of the Company to be held at 12 noon on
General Friday, 14 August 2009, or any adjournment thereof
Meeting"
"Acquisition" acquisition by the Company of all of 3i Group plc's Limited
Partnership Interest in SRF II in accordance with the LP
Transfer Agreement
"Board" or the board of directors of the Company, including a duly
"Directors" constituted committee thereof
"Company" Strategic Equity Capital plc
"Fortelus" Fortelus Special Situations Master Fund Limited
"Limited has the meaning given to that expression in the LP Transfer
Partnership Agreement
Interest"
"LP Transfer the agreement dated 8 July 2009 between the Company, 3i Group
Agreement" plc and SVGIM (in its capacity as general partner of SRF II) for
the acquisition by the Company of 3i's Limited Partnership
Interest in SRF II
"NAV" net asset value
"Shareholders" holders of Shares
"Shares" ordinary shares of 10p each in the capital of the Company
"SRF II" Strategic Recovery Fund II, an English limited partnership
registered in England and Wales under the Limited Partnerships
Act 1907, registration number LP011541
"SVGIM" SVG Investment Managers Limited
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