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6 Aug 2009 15:53
6 August 2009 - Spark Ventures Plc notice regarding General Meeting
The Independent Non-Executive Directors today announce that votes lodged to date in relation to the General Meeting scheduled for 7th August 2009 indicate that 99.9% of votes, where shareholders have confirmed their intentions, are in favour of resolutions 1 and 2, which deal with the proposed change in SPARK's strategy and the proposed return of cash. Voting for resolutions 3, 4 and 5, which deal with the proposed Management Buyout of the Querist business and the management of Existing Investments, indicate that over 70% of votes, where shareholders have confirmed their intentions, are in favour.
The Board of SPARK is heartened by the overwhelming support of shareholders for its proposed change of strategy and cash distribution. We are also encouraged that a substantial majority of shareholders have backed the Management Buyout proposals. Nevertheless, despite the majority support for the resolutions to give effect to the Management Buyout, as currently structured, the proposed incentive scheme for the Manager needs to be approved by Shareholders as a special resolution.
Accordingly, while the Independent Non-Executive Directors continue to believe that these proposals are in the best interests of Shareholders, in their view it would be appropriate to allow time for further consideration and consultation with Shareholders.
SPARK therefore intends to proceed with the General Meeting of Shareholders but only to consider and, if appropriate, pass resolutions 1 and 2 relating to the proposed change of investment strategy and the return of surplus cash to Shareholders. The Board is proposing an adjournment of the meeting before considering resolutions 3, 4 and 5.
A further announcement will be made as soon as possible.
For further information, please contact:
SPARK Ventures plc
Charles Berry
020 7851 7777
Collins Stewart Europe Limited (Nomad)
Hugh Field
Stewart Wallace
020 7523 8350
Capital MS&L
Annabel O'Connor
Wendy Svirakova
020 7307 5330
Notice to Shareholders,
On 20 July 2009, the Company announced that, following a strategic review of its business to enhance Shareholder value, the Company intended to seek the approval of Shareholders at a general meeting to be held at 11.00 a.m. on 7 August 2009 (the "General Meeting") to (i) an alteration to SPARK's investing strategy to realise all Existing Investments by 31 March 2014 and a return of cash equivalent to two pence per Existing Ordinary Share by way of either a Capital Repayment or a Special Dividend and (ii) the proposed Management Buyout.
It is the intention of the Independent Non-Executive Directors to table Resolutions 1 and 2 to the General Meeting in relation to the proposed change of the Company's investing strategy and Return of Cash and, immediately following a vote on Resolution 2, to propose a resolution to Shareholders to adjourn the General Meeting for an indefinite period.
Accordingly, the Independent Non-Executive Directors:
a) recommend that Shareholders vote in favour of the adjournment resolution; and
b) intend to exercise their discretion under any instrument appointing any of them as proxy for a Shareholder to vote in favour of such adjournment resolution.
Shareholders who wish the discretion afforded by any existing instrument of proxy to remain in place should take no action. Any Shareholder who no longer wishes any existing instrument appointing the chairman of the General Meeting (or any other person) as their proxy to remain in place should (a) attend and vote at the General Meeting in person, in which case their proxy will not be capable of exercising their votes, (b) revoke their existing proxy appointment and/or appoint a different person as their proxy with specific instructions on how to vote on any resolution, or (c) provide different instructions to their existing proxy.
Capitalised terms used, but not defined, in this announcement have the same meaning as given to them in the circular to Shareholders dated 21 July 2009.
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