Last checked at 24 Feb 2009 13:25
24 February 2009 Prodesse Investment Limited Notice of Extraordinary General Meeting: Prodesse Investment ("Prodesse" or "the Company") has received a requisition from Vidacos Nominees Limited on behalf of Polygon Global Opportunities Master Fund (the "Requisitionist") requiring the Board to convene an EGM to consider resolutions (a) to remove and replace a majority of the Company's directors and (b) directing the Board to evaluate all avenues to ensure that the intrinsic value of the Company is better reflected in the share price and thereby maximize returns to shareholders. The Directors of Prodesse note that this Requisitionist put forth a substantially similar requisition late last year. The Directors further note that these resolutions were soundly defeated at the EGM held on 4 December 2008, whereby 92.3% of the Company's shares voted and, excluding the shares of the Requisitionists, 95.6% of those shares voted against the resolutions. The Board believes that this recent vote proved that the vast majority of shareholders do not desire a change and believe the Company's Directors continue to act in the Shareholders' best interests. The Requisitionist is clearly acting on behalf of its own agenda and not that of its fellow shareholders, whose approbation of the Board and the direction of the Company was demonstrated less than three months ago. Whilst the Board respects the rights of all shareholders to requisition EGMs, it considers this particular action to be an abuse of this right. The Board believes that this right was intended to afford shareholders the opportunity to vote for change in the direction or management of a company; it was not intended as a right to create a nuisance, badger and disrupt the activities of Company and its shareholders, or needlessly compromise the profitability of the Company.
Despite the continued turbulent capital markets, since the Requisitionist's proposals were defeated at the EGM held on 4 December 2008, Prodesse shares have produced a total shareholder return of 12.6% in comparison to the FTSE All Share, which was down 5.7% through 23 February 2009. A circular to shareholders convening the EGM and setting out important information regarding these resolutions will be sent to shareholders, and a meeting will be held within the time frame permitted by Guernsey law and UK Listing Regulations and, in any event, no later than 8 April. Enquiries Merrill Lynch: +44 (0)20 7628 1000 Andrew Tusa / Will Smith Daniel Stewart: +44 (0)20 7776 6550 Martin Lampshire / Simon Starr Financial Dynamics: +44 (0)20 7269 7114 Nick Henderson / Rob BailhacheBNP Paribas Fund Services (Guernsey) Limited: +44 (0)1481 750850 Sara Radford / Jean McMillan