17 May 2016 12:32
17 May, 2016
Stock Spirits Plc: Update in relation to Western Gate Private Investments Limited ("Western Gate") requisitioned resolutions
The Board of Stock Spirits Group PLC ("Stock Spirits" or the "Company") has had extensive engagement with its shareholders in relation to its response on 19 April 2016 to the resolutions requisitioned by Western Gate (the "Western Gate Resolutions") at the annual general meeting ("AGM") of Stock Spirits. The Board is encouraged by the discussions and support it has received from shareholders as regards their voting intentions at the forthcoming AGM and wishes to reiterate that the recovery of the Polish business is the Board's key priority.
The Board has carefully listened to the Company's shareholders and acknowledges that some shareholders wish the Board to be strengthened. As a result, the Board has decided to undertake a process, managed by the Nomination Committee, in order to identify and appoint two additional independent non-executive Directors who are suitably qualified and complement the experience of existing Board members. The Board undertook a similar process last year, leading to the appointment of Mirek Stachowicz, who Western Gate and Mr. Amaral are supportive of, and who is now acting as interim CEO. The Board believes this is aligned with Western Gate and Mr. Amaral's objectives of adding fresh perspectives to the Board. The Directors believe that a process to appoint two suitably qualified independent non-executive Directors would be the appropriate manner in which to add fresh perspectives to the Board.
The Board had hoped that Western Gate would agree that this would be consistent with their objectives and accordingly agree to withdraw the Western Gate Resolutions ahead of the AGM, an outcome that a number of shareholders have expressed their preference for. The Board will not support non-executive Directors who are not independent and who lack the suitable skills and experience necessary to supplement that of the existing Board.
The Board has contacted Western Gate to explain their intentions and to seek to reach agreement on the matters subject to the Western Gate Resolutions ahead of the AGM. The Board is disappointed that Western Gate and Mr. Amaral have chosen not to accept the Board's proposal and have not withdrawn the Western Gate Resolutions.
The Board believes that, with the current shareholding structure, the interests of all shareholders are best served by a Board that is independent, and hence the Board does not believe that it is in the interests of shareholders as a whole for any Directors nominated by Western Gate to be appointed and strongly recommends that shareholders vote against the Western Gate Resolutions at the AGM.
For further information:
Bell Pottinger:
Clinton Manning +44 20 3772 2500 07711 972662
Dan de Belder +44 20 3772 2500 07977 927 142