Statement re forthcoming AGM
Gresham House plc
Gresham House plc announces that on 9th June, 2008 it received a letter from IFT
Nominees Limited, acting on behalf of Parkwood Property Investments LLP, which
holds 1,463,063 ordinary shares in the Company representing 29.99% of the issued
share capital, in which it refers to the Notice of the Annual General Meeting
("AGM") of the Company dated 29 April 2008. The letter notes that the following
resolutions are proposed:
1. To re-elect as a director Mr R. E. Lane who retires in accordance with the
Company's Articles of Association and offers himself for re-election.
2. To re-elect as a director Mr A. G. Ebel who retires in accordance with the
Company's Articles of Association and offers himself for re-election.
3. To re-elect as a director Mr N. J. Rowe who retires in accordance with the
Company's Articles of Association and offers himself for re-election.
4. To re-elect as a director Mr T. J. Rowe who retires in accordance with the
Company's Articles of Association and offers himself for re-election.
The letter states that IFT Nominees Limited, acting on behalf of Parkwood Property
Investments LLP, will be voting against each of the above resolutions and gives the
Company notice pursuant to Article 96 of the Company's Articles of Association that,
in the event that:
(a) Resolution 1 above, is not passed by the members of the Company, it
intends to propose the following resolution:
"That Mr D Lucie-Smith be appointed as a Director of the Company with
immediate effect"
(b) Resolution 2 above, is not passed by the members of the Company, it
intends to propose the following resolution:
"That Mr R Maxted be appointed as a Director of the Company with
immediate effect"
(c) Resolution 3 above, is not passed by the members of the Company, it
intends to propose the following resolution:
"That Mr J Lorimer be appointed as a Director of the Company with
immediate effect"
(d) Resolution 4 above, is not passed by the members of the Company, it
intends to propose the following resolution:
"That Mr J Quirk be appointed as a Director of the Company with
immediate effect"
In accordance with Article 96 of the Company's Articles of Association, the letter
encloses notices to the Company from the persons named in those Resolutions
confirming their willingness to be elected.
The Board has been advised that notwithstanding that shareholders will not have
received earlier notice of them, such proposals are permitted under the Articles
of Association of the Company.
The Board remain strongly of the view that the re-election of all the retiring
existing Directors is in the best interests of the Company and shareholders as a
whole, and unanimously recommends shareholders to vote in favour of all the
resolutions to be proposed at the AGM, as they intend to do in respect of their
own holdings and, once again, support the existing Board against Parkwood.
Shareholders will be aware from the Chairman's Statement contained in the 2007
Report and Accounts that the Board has been seeking the appointment of an
experienced property director to assist in the realisation of the Group's
property portfolio. The Company is pleased to advise that it has now found such
a person in Mr Richard Chadwick. Mr Chadwick has been director of corporate finance
for J Sainsbury plc and was a non executive director of its development company.
These roles encompassed dealings with the group's property portfolio including site
appraisal, acquisition and development, disposal and property financing.
It is the Company's intention to invite Mr Chadwick to join the Board
immediately following the conclusion of the AGM.
10th June, 2008
Enquiries:
A P Stirling (Chairman Gresham House plc) 020 7456 9600
Toby Hall (gth media relations) 020 7153 8039
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