Result of AGM and Board Changes
GRESHAM HOUSE plc - Results of the AGM and Board Changes
Gresham House plc ( "the Company")
At the Annual General Meeting of the Company held yesterday the Resolutions
approving the Report and Accounts for the year ended 31st December, 2005 and the
re-appointment of the auditors were duly passed. Shareholders also approved the
dividend recommended by the Directors of 5p per ordinary share.
The Resolutions to adopt the remuneration report and to re-elect four directors
were all approved by a show of hands but the representative of Newinnhall Trust
Limited and a trustee of The Rowe Trust (the sole shareholder of Newinnall Trust
Limited), holding a total of 1,794,772 ordinary shares being 36.8% of the issued
share capital of the Company, voted against and called for a poll. On the poll
vote all such resolutions were narrowly defeated. Accordingly A P Stirling, A G
Ebel, N J Rowe and T J Rowe ceased to be Directors of the Company with effect
from the end of the Meeting.
At a subsequent board meeting, Brian Hallett, who has become Chairman, and
Richard Lane, being the remaining Directors of the Company, have given careful
thought to the circumstances of the Company following the Annual General
Meeting. They consider that, having regard to the proposals announced by the
Company on 27th March, 2006 and amplified in the Chairman's Statement, the
action taken in not re-appointing the Directors is a retrograde step and not in
the best interests of the shareholders as a whole. They are encouraged in this
view by the level of support shown by the 72 shareholders comprising 33.2% of
the issued share capital who voted in favour of the Resolutions compared with
the 3 shareholders, comprising 36.9% of the issued shares, who voted against.
The remaining Directors therefore invited each of A P Stirling, A G Ebel, N J
Rowe and T J Rowe to re-join the Board. All of them have accepted the
appointment and have accordingly been re-appointed to the Board as from today.
Particulars of the Directors being appointed are as follows:-
A. G. Ebel (aged 61) (Non-executive)
Tony Ebel originally qualified as a lawyer and chartered accountant and,
until his removal, had been a non-executive director of the Company since
1976. He has been responsible for a number of successful technology based
start-up companies. Mr Ebel is currently involved with companies operating in
technology distribution, market technology consultancy and the renewable
energy sectors. He is Chairman of Hallin Marine Subsea International plc.
N. J. Rowe (aged 51) (Non-executive)
Nicholas Rowe had, until his removal, been a non-executive director of the
Company since 1992 and had acted as Chairman of the Remuneration Committee
and a member of the Audit Committee. He has been involved in financial
insurance since 1973 and is a director of the FirstCity Partnership Limited.
He is also an Approved Person authorised by the Financial Services Authority
and a beneficiary of the Rowe Trust, the sole shareholder of Newinnhall Trust
Limited.
T. J. Rowe (aged 53) (Non-executive)
Thomas Rowe had, until his removal, been a non-executive director of the
Company since 1991 and has been a member of both the Audit and Remuneration
Committees. He is presently a director of the roll-on/roll-off high speed
ferry department of Howe Robinson and Company Limited, one of the largest
shipbrokers in London, having concentrated for the last eight years on
selling, chartering and re-financing these types of vessel. Mr Rowe is also a
beneficiary of The Rowe Trust, the sole shareholder of Newinnhall Trust
Limited.
A. P. Stirling (aged 70) (Executive)
Freddie Stirling is a chartered accountant who was appointed managing
director and investment manager of the Company in October 1969. Until his
removal Mr Stirling was also Chairman of the Company. He has considerable
experience in dealing with all manner of small companies including the
various procedures required to bring such companies to one of the junior
stock markets, this being particularly relevant when considering the
Company's investment strategy. Mr Stirling is also Chairman and investment
manager for Welsh Industrial Investment Trust plc, executive director and
investment manager of Beira Investment Trust plc and a non-executive director
of InvestinMedia plc and Mount Burgess Mining NL.
Following an enquiry from a shareholder regarding any investments the Company
had made in other investment companies, the Board took the opportunity to
reconfirm that, in accordance with Listing Rule 15.4.11 (1), as at close of
business on 12th June, 2006 the only investment held in quoted investment
companies was that of Welsh Industrial Investment Trust plc and that its policy
continues to be that it will not invest more than 15% of its gross assets in
other listed investment companies or listed investment trusts.
For further information please contact:-
Richard Lane: 020 7588 7352
Brian Hallett: 020 7588 7352
Toby Hall (gth media relations) 020 7153 8039
14th June, 2006
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