16 Dec 2010 13:38
16 December 2010
Directex Realisations plc
(the "Company")
Posting of Circular
Further to the announcement made on 17 November 2010, the Company announces that it posted yesterday a circular to shareholders convening a general meeting to be held at 11.00 a.m. on 7 January 2011 at 3rd Floor, 3 London Wall Buildings, London EC2M 5SY. The circular is available on the Company's website at www.directex.co.uk. The proposals that are being put to the general meeting include, inter alia, a proposed change of name and change of investing policy.
The Company has entered into an investment adviser's agreement with t1ps Investment Management (IoM) Limited ("T1MS") and Mr Tom Winnifrith, conditional on the passing of the resolution to adopt the new investment policy, pursuant to which Mr Tom Winnifrith shall act as Chief Investment Officer to the Company and provide investment services.
The Company will pay T1MS a performance fee for the provision of the investment services by Mr Winnifrith, equal to 15% of any uplift achieved in the net asset value per ordinary share of the Company, calculated each quarter. Remuneration will be in ordinary shares equal to the applicable fee, unless such remuneration would result in T1MS, or Mr Winnifrith, or any other party deemed to be acting in concert with them in accordance with the City Code on Takeovers and Mergers ("Connected Parties") holding more than 29.5% of the entire issued share capital of the Company, in which case the remuneration will be cash. No fee will be payable on the percentage of equity owned by T1MS, Mr Winnifrith or any Connected Parties.
T1MS is the investment manager for the SF t1ps Smaller Companies Growth Fund and SF t1ps Smaller Companies Gold Fund, which hold 10.16 per cent. and 10.94 per cent. of the Company's issued share capital respectively. Accordingly, under the AIM Rules for Companies, the investment advisor's agreement is deemed to be a related party transaction. As Russell Darvill is employed by Rivington Street Holdings plc, which owns T1MS, he has not taken part in the Board's deliberations in respect of the investment adviser's agreement. The Independent Directors (excluding Russell Darvill) have consulted with Libertas, and concluded that the terms of the investment adviser's agreement are fair and reasonable insofar as shareholders are concerned.
For further information please contact
Directex Realisations plc
Martin Kiersnowski, Chairman
Tel: + 44 20 7562 3350
Libertas Capital Corporate Finance Limited
Sandy Jamieson
Tel: + 44 20 7569 9650
Bishopsgate Communications Ltd
Nick Rome / Laura Stevens
Tel: + 44 20 7562 3350