Gresham House plc
(“Gresham House”)
GHS EGM requisition update
43.7% of GHS shareholders call for liquidity for all
The Board of Gresham House plc (AIM: GHE) notes the announcement by Gresham House Strategic plc (“GHS”) published on 15 October 2021.
- The conclusion of GHS' five month strategic review has failed to deliver an agreed solution for all its shareholders, a new chair for its board and address governance issues raised at the time of the proposed GHS EGM in May 2021
- All GHS shareholders should be treated equally and should be offered liquidity to realise their full investment at NAV, not just Gresham House
- Gresham House's shareholding and irrevocable undertakings account for five of GHS' top seven institutional shareholders, representing at least 43.7% of GHS' shareholders who have called for liquidity for all
Best practice corporate governance sits at the heart of Gresham House's strategy as an ESG-focused investment business, and the Board believes that corporate governance principles have not been properly observed by GHS in the conclusions of its strategic review, announced on 11 October 2021.
The inadequacy of the consultation process is clear in light of the fact that it is not supported by five of GHS' top seven institutional shareholders. The flaws in this lengthy process and its findings led to a conclusion that focused on one shareholder's liquidity to the exclusion of all others.
The Gresham House Board believes all shareholders of GHS should be offered liquidity to realise their full investment at NAV, rather than just Gresham House, as has been concluded by GHS.
The Board of Gresham House has therefore requisitioned an Extraordinary General Meeting (EGM) of GHS' shareholders as this is the most appropriate way for them to reach a decision on the future of their company, GHS. The proposed EGM resolutions, for the return of cash on the GHS balance sheet to all its shareholders and the realisation of GHS' assets over the next two years, would enable all its shareholders to access an attractive return on their investment in a manner that will realise appropriate value.
Gresham House holds legally binding written irrevocable undertakings to vote in favour of the proposed EGM resolutions for the realisation of cash and liquidity for all shareholders. Together with its holding of 23.4%, this accounts for at least 43.7% (1,521,050 shares) of GHS's total issued share capital – having risen from 42.0% at the time of the EGM requisition on Thursday 14 October 2021.
The GHS announcement dated 15 October 2021 states: “GHE has not provided any further information on the identity of the potential concert party members at this stage”. Gresham House, having taken professional legal advice prior to submitting its requisition, does not consider that there is a concert party between it and the GHS shareholders that have signed the irrevocable undertakings.
Anthony Townsend, Chair of Gresham House plc, said:
“The consultation process by the GHS Board was clearly inadequate and its outcome is unsatisfactory to at least 43.7% of its shareholders. The Gresham House Board has therefore requisitioned a meeting of GHS' shareholders to address this issue democratically and to reach a conclusion that is in the interests of all its shareholders.”