Proposed EGM

19 Mar 2009 13:43



GSH Group Plc ("GSH" or the "Company")

Proposed Extraordinary General Meeting

The Company announced on 17 March 2009 that its major shareholder, Mr Scarr-Hall (who controls 83.9% of the voting rights of the Company), had requisitioned a General Meeting of the Company ("GM") to approve the cancellation of admission of the Company's shares to trading on AIM ("De-listing") and had further indicated that he would vote against any resolution at such GM relating to any tender offer to buy back the Company's shares. 

Following consultation with the Board and stakeholders of the Company, Mr Scarr-Hall has confirmed in writing that whilst he still wishes to pursue the De-listing , he has agreed to support a tender offer by the Company to all shareholders to acquire their shares in the Company at a price of not more than 190 pence per share ("Tender Offer"), being the bid price of the shares on 24 February 2009, the day immediately prior to the Company's latest trading update announcement. Mr Scarr-Hall has indicated that he does not intend to participate in the Tender Offer. Shareholders who do not wish to accept the Tender Offer will have the opportunity to remain as shareholders in the delisted Company. 

Accordingly, the Board intends to publish a circular ("Circular") as soon as reasonably practicable with further details of the Tender Offer which will be made at a price of 190 pence per share. The Circular will include a notice of general meeting to approve the proposed Tender Offer and the De-listing.

For the avoidance of doubt the GM, as referred to in the announcement of 17 March 2009, will not now take place as scheduled and a new timetable for completion of the Tender Offer and the De-listing will be announced at the time the Circular is posted to shareholders.

The Company also intends to publish its interim results for the 6 months to 31 January 2009 at the same time as it publishes the Circular. 

For further information, please contact: 

GSH Group plc

Rob Painting Tel: 01782 200457

Bell Pottinger Corporate & Financial

Ann-Marie Wilkinson / Nick Lambert Tel: 020 7861 3232

KBC Peel Hunt

Julian Blunt/Daniel Harris, Nominated Adviser and Broker Tel: 020 7418 8900