Albion Crown Regulatory News (CRWN)

6 Jul 2005 17:26

Murray VCT 3 PLC06 July 2005 Murray VCT 3 PLC Registered Office: 4 Crown Place, London, EC2A 4BT: Company Number: 03495287 SHAREHOLDER LETTER Murray VCT3 plc is in the process of sending letters to shareholders. The textis as follows: 6 July 2005 Dear Shareholder, What has Mr Clark got to hide? Why will he not provide you with information towhich you are entitled? You will have by now received yet another letter from Mr Clark requesting, inthe light of so-called "delays" by the board in calling an AGM, that you supportthe calling of an EGM to speed up his process of seeking to remove thedirectors. This letter again contains a number of inaccuracies. The reason why we have not yet called an AGM is very simple. Mr Clark has askedshareholders to consider removing the existing board and replace them with hisproposed directors. The new board would then undertake a "rational review ofinvestment manager". It is our fiduciary duty to shareholders to ensure that youare fully aware of allthe facts relevant to the resolutions before you vote. On17 June we therefore sent Mr Clark and his proposed board a short questionnairefor them to complete and return, so that we would be able to ensure that ourshareholders were sufficiently informed. Despite many attempts to contact MrClark and his proposed chairman they have chosen not to meet or answer ourlegitimate questions. The queries addressed to Mr Clark included information onthe following: Is he independent of the former investment manager, Aberdeen Asset Management?(Mr Clarke shares the same lawyers and public relations consultants as AberdeenMurray Johnstone). Who is providing the finance for his action, including paying his advisers?What are his plans for the Murray VCTs? (Mr Clark claims that "Investors weredeprived of a 'Leading VCT Manager'", despite the fact that, in Mr Clark'swords, the "Murray VCTs have been amongst the worst performing generalist VCTs".Mr Clark also wants the boards to be "committed to reviewing the choice andterms of engagement of the fund manager" despite the fact that Close VentureManagement have an outstanding performance record, were voted "Best VCTProvider" at the Professional Adviser Awards 2005, and "VCT Fund Manager of theYear" at the Growth Company Awards 2005). We believe that this action may not be about removing existing directors whohave already committed to you that they will stand down shortly; we areconcerned that this action may have a different and as yet unstated agenda. Youshould be aware of what that agenda really is. By implication, is not Mr Clark suggesting that the investment managementmandate be removed from Close and returned to Aberdeen Murray Johnstone? Mr Clark has chosen not to reply to either our letters or to our calls. We areconcerned that, without answers to our legitimate questions, shareholders maynot be appraised of all relevant information before they are asked to vote. In the meantime, your board, in conjunction with the new investment manager,continues to prepare a rational and detailed plan for the future. This willinclude proposals for the merger of your VCT with Murray VCT and Murray VCT 2.It is totally untrue for Mr Clark to suggest that we have only proceeded downthe merger route as a result of his action. It has long been the policy of thethree VCTs to proceed with a merger, especially once the move to a new managerhad been achieved. Ask yourself how Mr Clark could possibly know what the VCTBoards have been discussing. We also intend to propose a revised board for the newly merged entity with fivedirectors. This will include a new Chairman and two new directors, highlyqualified for the job and unrelated to the existing board members or manager,along with two existing directors from amongst the directors of the three VCTs,who will stay for the sake of continuity. The remainder of the existingdirectors will all stand down. We expect to be able to provide you with details of our proposals by the end ofthe month, when we will call an AGM. Yours sincerely PETER TIMMS This information is provided by RNS The company news service from the London Stock Exchange