5 Sep 2017 07:05
5 September 2017
MBL Group PLC
(the "Company")
Posting of Circular
and
Unanimous Recommendation to VOTE AGAINST the Requisitioned Resolution
Further to the announcement made on 16 August 2017, the Company has today posted a circular to shareholders to convene a general meeting of the Company (the "Requisitioned General Meeting"). The object of the Requisitioned General Meeting is to propose a special resolution (the "Requisitioned Resolution") which would (i) cancel any non-contractual directors' bonus or similar arrangements; and (ii) prevent the board of directors of the Company (the "Board") from approving any bonus policies or similar arrangements for the Company's future, current or former directors without first obtaining the approval of shareholders by way of ordinary resolution.
For the reasons set out below, the board of directors of the Company unanimously considers that the Requisitioned Resolution IS NOT in the best interests of the Company or its shareholders as a whole. Accordingly, the Board unanimously recommends that shareholders VOTE AGAINST the Requisitioned Resolution at the Requisitioned General Meeting.
Background to the Requisitioned General Meeting and reasons to VOTE AGAINST the Requisitioned Resolution
Strategic review and sale process
Further to the Company announcements dated 5 December 2016 and 24 January 2017, the Board has carried out a strategic review of the Company with the aim of maximising value for shareholders. As announced on 24 January 2017, the Board concluded that a third party may be better placed to develop the potential in the Company's trading businesses and take them forward to the next phase of their development.
The Board has therefore recently been conducting, and continues to conduct, a formal sales process regarding each of the Company's trading businesses. The Company has been in discussions with a number of prospective purchasers in relation to each of the Company's trading businesses with the aim of maximising shareholder value, and further announcements in respect of the sales process will be made in due course.
For the avoidance of doubt, the Requisitioned General Meeting is in addition to the general meeting to be held on 11 September 2017 (the "First Meeting"), which was requisitioned on behalf of Keith Staton in a notice received by the Company on 25 July 2017 (the "First Requisition Notice") and convened by the Company on 14 August 2017.
The Company notes that, the Requisitioned General Meeting has also been convened on behalf of Keith Staton. On the basis that the First Requisition Notice has not been withdrawn despite requests from the Board (so that shareholders could consider both of Mr Staton's requisitioned resolutions at a single general meeting), the Company is obliged to propose the Requisitioned Resolution at a different meeting to the First Meeting. It is regrettable that Keith Staton has not withdrawn the First Requisition Notice and that the Company is having to spend more time and money dealing with this matter.
The Requisitioned General Meeting convened by the circular published today is yet another distraction as it does not allow the Directors to focus solely on the sales process and brings into question the authority of the Board which in turn creates transactional risk. This exacerbates the identical issues raised in consequence of the Company being required to convene the First Meeting. If it is not possible to complete a sale of each business it may well be that the Board needs to be strengthened and, if passed, the Resolution would severely hamper the Directors' ability to attract appropriate talent to the Company and its group.
A copy of the circular will be available on the Company's website, www.mblgroup.co.uk, from today. The General Meeting will be held at the Tickled Trout Hotel, Preston New Rd, Samlesbury, Preston PR5 0UJ at 10:30 a.m. on 28 September 2017 (or as soon thereafter as the Company's annual general meeting to be held at 10.00 a.m. on the same day and at the same place is concluded or adjourned).
ENDS
For further information, please contact:
MBL Group plc Tel: 01772 440440
Tim Jackson-Smith
SPARK Advisory Partners Limited Tel: 0113 370 8970
(NOMAD)
Sean Wyndham-Quin
Mark Brady