26 Jun 2009 07:00
26 June 2009
Speymill Macau Property Company plc
("Speymill Macau" or the "Company")
Posting of Notice of EGM
Speymill Macau Property Company plc (AIM:MCAU), the Macau focused property investment company quoted on AIM, announces that, yesterday, it posted a notice convening a requisitioned extraordinary general meeting ("the Notice") to consider and, if thought fit, pass ordinary resolutions to replace the existing board of directors ("the Board") entirely with representatives of Worldwide Opportunities Fund (Cayman) Ltd ("the Requisitionist").
The meeting will be held on Tuesday, 21 July 2009 at 11:00am at the Company's registered office, Third Floor, Britannia House, St George's Street, Douglas, Isle of Man IM1 1JE.
In the circular to shareholders that accompanied the Notice, the board of directors ("the Board") of Speymill Macau recommended that shareholders VOTE AGAINST ALL the resolutions that are proposed as they intend to do in respect of their own beneficial holdings.
The Board considers that shareholders should reject the Requisitionist's proposals and vote against the resolutions for the following reasons:
● No alternative proposals presented for the future of the Company
The Board has only received very limited information from the Requisitionist. Despite attempts by the Company and its advisers to engage with the Requisitionist, the Requisitionist has not presented to the Board or the Company's advisers any business plan or proposals for the future of the Company.
● Non-independence of proposed new directors
The proposed directors are all directors of the Requisitionist as well as Chairman, CIO and COO of Terra Partners Group, the investment manager of the Requisitionist. The proposed directors are, therefore, not independent of the Requisitionist and these proposed changes to the Board would result in the Company no longer complying with the independence requirements of the Quoted Companies Alliance's Corporate Governance Guidelines for AIM Companies. The Requisitionist's proposals may also compromise the ability of the Company to remain on AIM as the London Stock Exchange usually expects the Board of an investing company as a whole to be independent of any substantial shareholder.
● Potential impact on tax status of the Company
No analysis has been carried out as to how the proposed changes to the Board might potentially affect the tax status of the Company.
● No demonstrated specialist knowledge or experience
Biographies of the proposed directors provided by the Requisitionist are set out in Part II of the circular. The Board is concerned that, according to their own biographies, the proposed directors presented by the Requisitionist do not demonstrate any specialist knowledge or experience of the Macau or the Pearl River Delta property market. By contrast, the current Board as a whole possesses relevant experience regionally, in relation to property investment and in relation to being directors of an AIM quoted and Isle of Man incorporated company.
Biographies of the current Board members are also set out in Part II of the circular. The experience and capability of the current Board is demonstrated by the following achievements from the incorporation of the Company to date:
● Diversified portfolio and strong performance on realisations
The Board has successfully invested funds raised on and since the Company's admission to AIM into what is now a diversified portfolio of seven assets. The performance of the Company's portfolio during 2008 compared favourably to the property investment market as a whole and the Company realised a profit of US$44 million on the sale of its investment in Lot U in February 2008, representing a gross return of 125 per cent. on invested capital.
● Robust debt and finance structure
The Board has maintained a robust debt and finance structure, with current debt being comfortably within the relevant covenant levels and all property level financing being structured as non-recourse to the Company.
● Sufficient liquidity
The Board has maintained what it believes to be an adequate level of liquidity within the Company, with current cash balances being sufficient to operate the Company until at least June 2010 (assuming that the Company is run on existing lines with no significant capital outlay for new projects, assuming no significant disposals and assuming that there is no substantial increase in the cost base of the Company). This has been balanced with meeting the desire of the Company's shareholders to realize some capital through a share buy back programme undertaken in 2008.
The Notice and accompanying circular are available on the Company's website.
For further information please visit www.speymillmacau.com or contact:
| Smith & Williamson Corporate Finance Limited (Nominated Adviser) |
| Azhic Basirov |
| Siobhan Sergeant |
| +44 20 7131 4000 |
Notes to editors:
Speymill Macau Property Company plc ("Speymill Macau" or the "Company")
Speymill Macau was incorporated and registered in the Isle of Man on 31 October 2006 and is a closed-end investment company registered in the Isle of Man and traded on AIM, a market of the London Stock Exchange.
The Company was established to invest primarily in the Macau property market. This includes pursuing selective commercial property investments to capture expected ancillary Macau service sector growth. The Company was admitted to AIM on 17 November 2006 raising US$ 80 million in a placing on admission. A second fundraising of US$ 70 million was completed in May 2007. The Company's objective is to provide shareholders with an attractive overall return to be achieved primarily through long-term capital growth.
Macau is one of only two Special Economic Regions, a semi-autonomous administrative area, in China, and has enjoyed explosive economic growth, in part due to its establishment as an important gambling centre which has led to high historical and forecast GDP growth, driven by rising incomes and low unemployment levels. Coupled with the limited availability of land, developers are now struggling to meet a stronger than anticipated demand for higher quality housing. The Company intends to exploit these favourable market dynamics with the aim of generating attractive overall returns for shareholders.
Speymill Property Group Limited ("SPG") is the Manager of the Company and the Investment Adviser is Speymill Property Group (Far East) Limited, a wholly owned subsidiary of SPG.