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Notice of EGM

23 Mar 2012 17:00

RNS Number : 0033A
South African Property Opps PLC
23 March 2012
 



23 March 2012

 

South African Property Opportunities Plc

 

Notice of Extraordinary General Meeting

 

South African Property Opportunities Plc ("the Company") has today issued a notice convening an extraordinary general meeting of the Company pursuant to its announcement on 16 March 2012 that it had received a requisition notice on behalf of shares ultimately beneficially owned by Principle Capital Investments Limited, an entity affiliated with the Company's former manager.

 

Set out below is the full text of the letter sent to shareholders today.

 

 

Registered Office:Millennium House 46 Athol Street, Douglas, Isle of Man, IM1 1JB

 

Directors: David Hunter (Non-executive Chairman). John Chapman (Executive Director), Craig McMurray (Executive Director), David Saville (Non-executive Director), Stephen Coe (Non-executive Director)

 

23 March 2012

 

Dear Shareholder

 

Introduction

 

As announced on 16 March 2012, the Company has received a requisition notice on behalf of shares ultimately beneficially owned by Principle Capital Investments Limited, an entity affiliated with the Company's former manager (the "Requisition Notice"). The Requisition Notice asks the Company to convene an extraordinary general meeting of the Company to propose the removal of two members of the Board and to direct the three remaining directors to undertake a review of the Company's existing management arrangements and portfolio strategy in consultation with Currie Group (Pty) Limited (the "Currie Group").

 

I am writing to recommend that you vote against all of the proposed Resolutions.

 

My background includes twenty years of experience as a property fund manager ultimately responsible for €10 billion of property assets across Europe. I am a fellow of the Royal Institution of Chartered Surveyors, a former President of the British Property Federation, and a member of the Bank of England Property Forum. I have been Chairman of the Company since 1 October 2009.

 

One aspect of my role as Chairman is to supervise the work of John Chapman and Craig McMurray as executive directors. I monitor their performance closely and can unequivocally state that I am satisfied with the terms of their employment and their performance to date. They, together with the rest of Board, conducted a thorough review of our options when appointing the Investment Manager. Following this review, the Board unanimously decided to appoint Group 5 Property Developments (PTY) Ltd as the Company's asset manager in South Africa. We made this decision based on their their substantial national presence and access to extensive resources and remain satisfied with it. Their appointment has resulted in a substantial cost saving over the arrangements with our former manager and adviser. We will continue to monitor their performance to ensure that their performance is in line with our expectations.

 

Our objective remains to realise Company assets for full value. We are open to all reasonable bids for our assets from any party.

 

The EGM and the Resolutions

 

You will find set out at the end of this document the Notice of EGM. The EGM will be held at the offices of Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man, IM1 1JB, British Isles on 24 April 2012 at 9.00 a.m.

 

Four Resolutions will be considered at the EGM, of which Resolutions 1 to 3 will be proposed as ordinary resolutions and Resolution 4 will be proposed as a special resolution. Resolutions 1 to 3 will require the support of at least 50 per cent. of the votes cast and Resolution 4 will require the support of at least 75 per cent. of the votes cast to be passed. The resolutions to be considered are as follows:

 

·; Resolution 1: Removal of John Chapman as a director;

·; Resolution 2: Removal of Craig McMurray as a director;

·; Resolution 3: Removal of any director appointed between 8 March 2012 and the EGM; and

·; Resolution 4: Review of the Company's existing management arrangements and portfolio strategy in consultation with Currie Group (Pty) Limited.

 

How to vote on the Resolutions

 

Shareholders are requested to complete and return the enclosed Form of Proxy for use at the EGM in accordance with the instructions printed thereon so as to arrive at the address printed thereon as soon as possible and in any event not later than 48 hours before the time of the EGM.

 

Completion of a Form of Proxy will not prevent you from attending the EGM and voting in person should you wish to do so.

 

Recommendation

 

Your Board considers that the Resolutions to be proposed at the EGM are NOT in the best interests of the Shareholders as a whole.

 

Accordingly, your Board unanimously recommends Shareholders to vote against all the Resolutions to be proposed at the EGM.

 

Thank you for your continued support and confidence.

  

 

Yours faithfully

   

David Hunter

Chairman

 

 

The following definitions apply throughout the letter to Shareholders:

 

"AIM"

the AIM Market of London Stock Exchange plc

 

"Board"

the board of directors of the Company

 

"Company"

South African Property Opportunities plc

 

"Directors"

the directors of the Company

 

"EGM" or "Extraordinary General Meeting"

the extraordinary general meeting of the Company to be held on 24 April 2012 at 9.00 a.m. or any reconvened meeting following adjournment thereof

 

"Form of Proxy"

the form of proxy for use by Shareholders in connection with the EGM

 

"Investment Manager"

Group 5 Property Developments (PTY) Ltd

 

"Notice"

the notice convening the EGM

 

"Ordinary Shares"

ordinary shares of £0.01 each in the capital of the Company

 

"Resolutions"

the resolutions set out in the Notice and any numbered Resolution shall mean the Resolution bearing that number set out in the Notice

 

"Shareholders"

holders of any Ordinary Shares

 

This ends the text of this announcement. For further information, please contact:-

Paul Fincham

Matrix Corporate Capital LLP

+44 (0)20 3206 7175

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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