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Pin to quick picksCraven House Capital Regulatory News (CRV)

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Notice of AGM

26 Nov 2012 07:00

RNS Number : 9451R
Craven House Capital PLC
26 November 2012
 



26 November 2012

 

CRAVEN HOUSE CAPITAL PLC

("Craven House" or the "Company")

 

Posting of Notice of AGM

Proposed Change of Investing Policy

 

Further to the Company's notification of its Annual Report and Accounts today, the Company announces the posting of its Notice of Annual General Meeting ("Notice of AGM") to shareholders. One of the resolutions proposed at the AGM is a change in investing policy, further details of which are set out below.

 

The focus on emerging and frontier markets has resulted in a number of investments which are showing positive returns, and this will remain the primary focus of the Company. However, the directors and the Company's Investment Manager have seen a number of potential opportunities to invest in special situations in developed economies where businesses have been affected by the recent economic turmoil and assets are now available to be acquired for shares at attractive prices. Whilst the Company will continue to prioritise investments in emerging and frontier markets, the Directors believe that it would be sensible to amend the Company's investing policy to allow such special situations to be considered. The proposed new investing policy is set out below.

 

"The Company's Investing Policy is primarily to invest in or acquire a portfolio of companies, partnerships, joint ventures, businesses or other assets in emerging and frontier markets (particularly South America, Africa and Asia), as well as rapidly growing economies and economies undergoing or recovering from some form of crisis. In addition, the Company may also invest in special situations and seek to acquire distressed assets in any geographical jurisdiction.

 

The principal target sectors would be energy, infrastructure, engineering, manufacturing, logistics, natural resources, transportation and agriculture. The investments or acquisitions may be funded wholly by cash, the issue of new shares or debt, or a mix thereof, as the Board deems appropriate. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership; the proposed investments may be either quoted or unquoted, although will likely be unquoted in the majority of cases.

 

The Company will specifically invest in investments which the Board believes offer high growth opportunities or steady cash flows and where the exit will be a liquidity event, such as a trade sale or IPO. However, the Company's investments may also take the form of private placements in companies that are already listed on an international exchange but are seeking additional capital to expand operations or make acquisitions. It is anticipated that the investments will be held for the short to medium term but the Board will place no minimum or maximum limit on the length of time that any investment may be held. The Company intends to deliver Shareholder returns through capital growth with a medium term objective of implementing a dividend policy.

 

The Company intends to be an involved and active investor. Accordingly, where necessary, the Company may seek participation in the day to day management through board representation in an entity in which the Company invests with a view to seeking to improve the performance and use of its assets in order to grow the business. In this instance, the Investment Manager will be appointed to the board of such entities in which the Company invests. The Investment Manager may appoint consultants or independent industry experts or other representatives to represent the Company in managing the investments it makes and/or their business operations.

 

As an active investor, the Company may be involved in such activities as reverse takeover transactions, formation or identification of capital pool companies, going private transactions, advisory services (to assist companies with the identification, assessment and "spin-in" of products and/or subsidiaries, which may be strategic to building their businesses), and financial restructuring. Advisory fees may be charged at the Company's discretion.

 

If it appears unlikely that the investing policy can be implemented at any time, the Directors may consider returning any remaining funds to the Shareholders.

 

The Directors consider that as investments are made, and new opportunities arise, further funding of the Company will be required.

 

Investment Process

 

The following list details qualifying criteria for companies and assets the Company would consider as potential investments, although the list is not intended to be exhaustive and the Investment Manager will exercise discretion where necessary when submitting a potential investment for consideration by the Board.

 

·; The key consideration will be the quality of the investee company or asset, and whilst there will be a preference for those operating in emerging, frontier and rapidly growing economies, other geographical locations will be considered including economies in crisis or transition.

 

·; Growth and income potential will be the key determinant above any specific industry sector

 

·; Strong operational management team

 

·; The Company may choose to invest in newly formed or early stage asset backed companies without any track record

 

·; The Company may invest in distressed assets, rescues, turnarounds or special situations where the board believes there exists a quick and significant uplift in value

 

·; The Company may also consider private placements in companies that are already listed on an international exchange but are seeking additional capital to expand operations or make acquisitions

 

As detailed in the terms of the Management Services Agreement, prospective investment opportunities will be identified by the Investment Manager. The Investment Manager is responsible for conducting appropriate levels of due diligence in investee companies / assets before preparing a submission to the Board."

 

The AGM will be held at the offices of the Company's Nominated Adviser and Broker, Daniel Stewart, Becket House, 36 Old Jewry, London EC2R 8DD at 2.00pm on Wednesday 19 December 2012. The Notice of AGM is available on the Company's website, www.cravenhousecapital.com.

 

 

For further information please contact:

 

Craven House Capital Plc:

www.cravenhousecapital.com

 

Alexandra Eavis

Non Executive Director & Company Secretary

 

Tel: 07590 831 323

Daniel Stewart & Company Plc:

(Nominated Adviser & Broker)

Antony Legge/James Thomas

Tel: 020 7776 6550

 

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