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Gladstone PLC (GLD)

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Thursday 08 January, 2009

Gladstone PLC

Requisition by Constellation

RNS Number : 3044L
Gladstone PLC
08 January 2009

Press Release  

8 January 2009

Gladstone plc

("Gladstone" or the "Company")


The Board of Gladstone announces that, on 6 January 2009, it received a letter (the "Requisition") from Pershing Nominees Limited, acting as nominee of Constellation Software Inc. ("Constellation"), requiring the convening of a general meeting pursuant to section 303 of the Companies Act 2006 (the "Act") for the purpose of considering a resolution to appoint Mark Leonard, Constellation's chairman and president, as a director of Gladstone.

The Board of Gladstone will be discussing the Requisition with its advisers and will shortly be writing to all shareholders with the Board's full response.

In the meantime, the Board urges shareholders to take no action in relation to the Requisition and wishes to highlight the following:

  • The Requisition follows the lapse of Constellation's hostile offer for Gladstone, which was rejected by a large majority of shareholders (representing 82.49 per cent. of the Gladstone shares to which the offer related). Despite this resounding rejection, Constellation now seeks shareholder support for its chairman and president to be appointed as a director of Gladstone. 

  • Prior to its hostile bid, Constellation had on several occasions requested a seat on the Board of Gladstone. These requests were declined, as the Board believed that this would create a potential conflict of interest and would not be in the interests of Gladstone's other shareholders.  

  • Constellation's stated "principal strategy is to acquire, manage and build vertical market software businesses". Such businesses include those providing software and services to the Health and Leisure industry as well as those providing facilities management services to the education sector, markets which are currently core to Gladstone's strategy. Constellation has already attempted, and failed, to acquire Gladstone on the cheap. The Board believes that this fresh attempt to gain a seat on Gladstone's Board forms part of Constellation's alternative strategy to gain control of Gladstone through the back door in order to further its own interests at the expense of other shareholders. 

The Board believes that Constellation would have nothing to add to Gladstone but a great deal to gain at the expense of other Gladstone Shareholders. 

- Ends -

For further information:    

Gladstone plc

Dr. Said Ziai, Chairman and Chief Executive

Tel: +44 (0) 1491 201010

Financial Adviser and Nominated Adviser to Gladstone:

Grant Thornton UK LLP

Charles Cattaneo

 Tel: +44 (0) 7774 276 512  

Ian Stanway

Tel: +44 (0) 121 232 5193

Gerry Beaney

Tel: +44 (0) 20 7728 2589

Broker to Gladstone:

Fairfax I.S. PLC

Adam Hart / Laura Littley

Tel: +44 (0)20 7598 5368

Media enquiries: 

Abchurch Communications Limited

Henry Harrison-Topham / Monique Tsang

Tel: +44 (0) 20 7398 7712

[email protected]

Notes to Editors

Gladstone plc's innovative software products and services, currently targeted at the global health and leisure and education markets, are used daily by thousands of front line staff, managers, end users and students.

Gladstone is a market leader in the provision of member relationship management solutions for diverse health and leisure organisations including trusts, leisure centres, and major private leisure chains and is established as the de facto standard for UK local authorities. The Company enables all its clients in both public and private sectors, including organisations such as Sportscotland and Trinity College Dublin, to utilise central database facilities for central and cross-site on-line bookings, CRM and membership management, centralisation of administration, marketing and reporting.  

The Company also provides a wide range of integrated systems and software-based solutions for the rapidly expanding Education Facilities Management Systems (EFMS) market across the entire spectrum of educational establishments and is a key supplier to the UK Government's Building Schools for the Future (BSF) initiative.

Gladstone is focused on extending its solutions capabilities, which enable its clients to maximise resource usage, retain customers and improve operational performance, thereby making cost efficiencies, into new vertical and geographic markets aligned with its growth strategy.

The Company's current solutions include the comprehensive Gladstone Plus2TM product suite which incorporates advanced functionality including web-based remote booking, advanced analysis and the use of kiosks, as well as Gladstone OnRecordTM which serves the education industry with e-registration, biometric and smart card recognition, cashless payment systems, extensive information portals, libraries usage and access control. 

Based in Oxfordshire, the Company has sales offices in Glasgow, Dublin (Ireland) and Sydney (Australia), with distributors in Dubai and Europe in addition to development facilities in Sonderborg (Denmark) and Karachi (Pakistan).

For further information, visit

This information is provided by RNS
The company news service from the London Stock Exchange

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