RE: RNS22 Feb 2024 13:39
21 February 2024
Dear Sirs
We represent a total shareholding of 6,246,667 shares of Truspine PLC (“the Company”), being sufficient to request that the company requisition an EGM. We hereby request such an EGM be convened and that the following resolutions be put to the EGM:
1) The appointment of Geoffrey Miller as Chair of the Board of Directors;
2) The appointment of Samuel Ogunsalu as a Director of the Company;
3) The appointment of Victoria Sena as a Director of the Company; and
4) The removal of Laurence Strauss as a Director of the Company;
We believe that these resolutions have overwhelming shareholder support and we believe that calling an EGM is an unnecessary and superfluous action that only wastes time and money, at a moment in the Company’s history when it can ill afford either. We are only taking this step after extensive attempts to persuade the Board that this is the only sensible course of action and this step has been forced upon when there is no material support for the existing Board across the share register. We have been driven to this action by concern over the financial position of the Company and the management thereof expressed to us by a large proportion of the Company’s shareholder base. We have the resources at hand to ensure the Company can deliver on its objectives, but without these resources there is a material risk to the company’s solvency.
We believe that the new Board that has been put forward has the requisite technical and governance skills to take the business forward successfully, and there is sufficient financial backing from the undersigned to take the business forward under this new Board, whereas the under Mr Strauss’s leadership the Company does not have access to sufficient capital to cover its existing overdue liabilities.
Mr Strauss has allowed the Company to become dependent on a series of small-scale debt and equity fund raises that have avoided insolvency, but only because a larger funding might be possible in the future. As the principals that would have to lead such a raise, we have worked with the Company to deliver this fund raise but Mr Strauss, in providing partial, inaccurate, misleading and contradictory leadership has completely undermined our confidence in him and we will no longer support a fund raise whilst Mr Strauss is a member of the Company’s Board. We also have identified potential strategic partners for the Company, but cannot cement a relationship with the Company under Mr Strauss’s leadership, given his approach to his role.
We have expressed these opinions in recent days to the Board, but the Board has refused to take action and hence the reason for this requisition. Given that the alternative is a material risk of insolvency, we do not believe that shareholders and the Board have any choice but to support the above resolutions, and the overwhelming support that the resolutions have make the actual holding of the EGM pointless. These act