24 Mar 2009 17:23
Trikona Trinity Capital PLC ('Trikona TC' or 'The Company')
Result of EGM, Changes to the Board and Change of Advisers
Further to the announcement issued by Trikona Trinity Capital PLC on 27 February 2009 recommending proposals for changes to the Company's investment policy, approval of the market purchase of own shares and notice of the Extraordinary General Meeting ('EGM'), The Company announces that at the EGM today, Resolutions 2 and 5 passed and Resolutions 1, 3 and 4 failed.
The passing of Resolution 2 will result in a change to the Company's existing investment policy as follows:
The Company shall promptly but having due regard to all applicable legal, governmental and regulatory constraints and with a view to maximising shareholder value, dispose of all its assets in an orderly fashion.
If the Company's Ordinary Shares are trading at a price below the NAV per Ordinary Share, the Company shall immediately effect a return of capital through a cash distribution to Shareholders.
The Company shall continue to seek new investment opportunities. If the Company's Ordinary
Shares are trading at a price above the NAV per Ordinary Share, the Board will selectively
determine, on a periodic basis, whether or not to make new investments.
In addition, the passing of Resolution 5 provides the Board with authority to purchase and cancel up to 70 per cent. of the company's Ordinary Shares through general share buy back or tender offer as a means by which the Company can effect returns to Shareholders.
Details of the voting results for each of the five resolutions are included below
| % Shareholders | % of Shares | ||||
| Resolution | For | Against | For | Against | |
| Special | 1 | 93.65% | 6.35% | 61.65% | 38.35% |
| Special | 2 (PASS) | 25.40% | 74.60% | 77.96% | 22.04% |
| Special | 3 | 71.78% | 28.22% | 55.97% | 44.03% |
| Ordinary | 4 | 46.77% | 53.23% | 20.27% | 79.73% |
| Ordinary | 5 (PASS) | 92.75% | 7.25% | 61.65% | 38.35% |
Commenting on the voting results Michael Cassidy, Chairman of Trikona Trinity Capital PLC said:
"As a result of today's EGM, the investment policy will change such that the Company will promptly but having due regard to all applicable legal, governmental and regulatory restraints dispose of all of its existing assets in an orderly fashion.
By adopting an orderly approach to this realisation policy, we hope to preserve and continue to support our existing partnerships by mitigating any perceived negative impact from this outcome. Following the passing of Resolution 5 we expect the majority of capital returns to shareholders to be achieved through share buybacks and tender offers.
The Board remains confident in the Company's future and as we return capital to shareholders we would hope that the discount to NAV would gradually be removed."
In addition, Trikona TC today announces the following changes to the Board: Rak Chugh, founder and Managing Director of the Manager and Andrzej Sobczak, non-executive director and COO of Carrousel Capital Limited are both stepping down from the Board with immediate effect. Martin Michael Adams, aged 50, recommended by QVT Financial LP and a member of the Board of Metage Funds Limited and Metage Special Emerging Markets Fund Limited, has been appointed to the Board of Trikona TC as a non-executive director with immediate effect.
The Company is required to disclose under the AIM Rules for Companies the following information in relation to the appointment of Mr Adams as a director of the Company.
| Current directorships and partnerships held by Mr Adams | Directorships and partnerships held by Mr Adams in the last five years |
| ARC Capital Holdings Limited Armadillo Investments Limited* BRX Research and Development Company Limited* First Hungary Fund Limited* Kubera Cross-Border Fund Limited Kubera Cross-Border Fund (GP) Limited Kubera Cross-Border Fund (Mauritius) Limited Metage Funds Limited Metage Special Emerging Funds Limited Terra Catalyst Fund Vietnam Alliance Capital Ltd Vietnam Fund Management Company Limited Vietnam Investment Advisers Limited Vietnam Value Fund | Anglo Vietnam Sugar Investments Limited Beta Viet Nam Fund Limited Bio Asia Limited Equator Exploration Limited Heritage (Vietnam) Investments Pte. Limited Indotel Limited International School of ho Chi Minh City Limited International Schools Limited Mekong Capital Limited NABI Bus Industries Rt. Nghe An Tate & Lyle Limited SEM Thong Nhat Hotel Metropole Societe De Developpement Du Metropole (SDM) BV The Vietnam Fund Limited VF Capital Limited VFMC Limited |
*in voluntary solvent liquidation.
Other than as disclosed above, there is no further information in connection with the appointment of Mr Adams to the Board of Trikona Trinity Capital plc which is required to be disclosed in accordance with Rule 17 and Schedule 2(g) of the AIM Rules for Companies.
Change of Advisers
Trikona Trinity Capital plc is pleased to announce that it has appointed Evolution Securities as NOMAD and joint corporate broker, with immediate effect.
-ends-
Enquiries:
Trikona Capital Advisers Ltd (UK)
Sally Lewis, Director of Investor Relations +44 20 7148 5365
Bell Pottinger Corporate & Financial
Mike Davies / Rosanne Perry +44 20 7861 3232
Evolution Securities
NOMAD: Tom Price, Corporate Finance +44 207 071 4300
Fairfax I.S. PLC
James King, Head of Corporate Finance +44 20 7598 5368