Gresham House Strategic Requisition for an Extaordinary General Meeting
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The directors of GHS have received from Rock Nominees Limited (on behalf of Gresham House plc, a major shareholder and the asset manager of GHS) a request dated 21 May 2021 to convene an Extraordinary General Meeting of the shareholders of GHS to consider the following six Ordinary Resolutions:
1. David Potter to be removed as Chairman and non-executive director of GHS with immediate effect.
2. Jeston Na Nakhorn, a representative of Gresham House plc, to be appointed as a non-independent non-executive director of GHS with immediate effect.
3. Helen Sinclair to be appointed with immediate effect as Interim non-executive Chair of GHS until the conclusion of the 2021 Annual General Meeting.
4. Kenneth Lever to be appointed as Senior Independent non-executive director of GHS with immediate effect.
5. The directors of GHS by 12 July 2021 to undertake a review of the strategy of GHS with a view to determining the best means of maximising value for shareholders including consideration of a realisation of the invested assets of GHS.
6. Any appointee to the Board of GHS between the date of the requisition and the conclusion of the requisitioned Extraordinary General Meeting be removed from office as a director of GHS.
In addition, by way of a Special Resolution it is proposed that the pre-emption rights granted to the directors, in respect of which Gresham House plc voted in favour at the 2020 Annual General Meeting, be changed to prevent shares being allotted at less than the net asset value per share until the 2022 Annual General Meeting.
In view of the announcement today by GHS that David Potter will be retiring from the Board at the Annual General Meeting in September and the Board's intention to conduct a strategic review, the Board of GHS intends to consult with Rock Nominees Limited regarding any modification to the proposed resolutions.
The Board is considering the content of the requisition notice, to which it intends to respond in accordance with the requirements of the Companies Act 2006. A further announcement will be made in due course.