Last checked at 16 Dec 2009 16:37
Statement re: Infrastructure India plc
16th December 2009
Advance UK Trust plc has written to the Board of Infrastructure India plc. The letter was delivered to them on 14 December 2009. The full text of the letter is below.
The Board of Directors
Infrastructure India PLC
IOMA House
Hope Street
Douglas
Isle of Man IM1 1AP
December 2009
Dear Sirs,
INFRASTRUCTURE INDIA PLC (the "Company")
We, the undersigned, acting on behalf of Advance UK Trust PLC, being a member of the Company holding in aggregate 3,705,000 ordinary 1p shares in the Company ("Ordinary Shares") representing 10.1 per cent. of the issued ordinary share capital of the Company and comprising more than ten per cent. of the total voting rights of all members having a right to vote at general meetings, hereby require the directors of the Company:
in accordance with Section 67 (2) of Isle of Man Companies Act 2006, to call a general meeting of the Company to consider and, if thought fit, pass the following resolutions which are to be proposed as ordinary resolutions at such meeting:
ORDINARY RESOLUTIONS
THAT
Patrick Rupert Cottrell be removed from office as a Director of the Company with immediate effect
Prodaman Kumar Sarwal be removed from office as a Director of the Company with immediate effect
Timothy Graham Walker be removed from office as a Director of the Company with immediate effect
Geoffrey Richard Miller be appointed as a Director of the Company with immediate effect
John Charles Bourbon be appointed as a Director of the Company with immediate effect
b. to circulate to members, entitled to have notice of such general meeting sent to them, a statement in the form
attached to this requisition with respect to the matters referred to in the resolutions referred to in (a) above.
Yours faithfully,
| Member | Number of Ordinary Shares held | Percentage of issued ordinary share capital |
| For and on behalf of Nortrust Nominees Limited a/c AUK01 | 3,705,000 | 10.1% |
Statement to the shareholders of Infrastructure India PLC regarding the resolutions to be proposed at the general meeting
NEW FOCUS ON SHAREHOLDER VALUE FOR
INFRASTRUCTURE INDIA PLC
This statement has been issued on behalf of a shareholder ("Advance UK"), holding 10.1 per cent. of the issued share capital of Infrastructure India PLC ("the Company"), who has requisitioned a general meeting of the Company.
Advance UK believes the Company is sub scale, with an overhead that is far too large for a company of its size and needs to be expanded or sold onto another infrastructure company with greater resources. They believe the investment adviser, Bloomsbury Asset Management Advisors, would thrive in such an environment. They believe other shareholders would reject rightly any attempt by the current Board to increase the size of the Company via a dilutive issue of new shares at a discount to net asset value.
Advance UK was extremely surprised and disappointed to see the Board going down the path of forging a new corporate alliance to invest in the transport and logistics sector without adequately consulting its investment adviser or shareholders. Advance UK think the status quo ante needs to be restored as soon as possible and therefore propose replacing the Board with a streamlined version with a focus on reducing overheads and working with the investment adviser to maximise shareholder value over the coming year.
The proposed directors have considerable relevant experience.
Geoff Miller, aged 43, has been involved in the investment company industry for twenty two years as an analyst, fund manager and director. He is a specialist in the financial sector, with twenty years experience in research and fund management in the UK, most recently as Director, Research at Bridgewell Securities Limited, before moving offshore. After working for a major Russian bank he is now an independent consultant and a non-executive director of Asset Management Investment Company PLC and Chairman of Greenwich Loan Income Fund Limited. He is not resident in the UK.
John Bourbon, aged 52, is licensed by the Isle of Man Financial Supervision Commission to act as a Corporate Service Provider and a Trust Service Provider. Mr Bourbon has a background in private client investment and trust management gleaned from the Barclays Financial Services Group where he worked for 22 years from 1974 to 1996. He subsequently became Head of Supervision at the Isle of Man Financial Supervision Commission from 1996 to 2000. From 2000 to 2002, Mr. Bourbon was the Managing Director of the Cayman Islands Monetary Authority. Subsequent to this he returned to the Isle of Man setting up both KYCOS Limited and latterly John Bourbon Consulting Limited through which he provides advice and guidance on compliance and corporate governance issues. Mr. Bourbon holds a MSc in Financial Services Regulation and is a fellow of the Compliance Institute, The Chartered Institute of Bankers and the Chartered Institute of Securities and Investment. Mr Bourbon is the Chairman of the United Kingdom Compliance Institute. Mr Bourbon is also a director of AIM listed Dhir India Investments PLC and The Value Catalyst Fund Limited. Mr Bourbon is resident in the Isle of Man.
Contact:
James Carthew, Progressive European Markets, manager of Advance UK Trust PLC +44 (0)20 7566 5531
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