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New chapter in Gresham House Strategic saga

New chapter in Gresham House Strategic saga – We covered the proposed appointment of Harwood as managers to Gresham House Strategic on Friday’s show. At the time, it looked like a done deal. However, after the market closed on Friday, the board said that they had received another requisition from Rock Nominees Limited (on behalf Gresham House, the ultimate parent company of GHAM). The notice of requisition, dated 14 October 2021, calls for a general meeting of Gresham House Strategic.

  1. That Gresham House Strategic immediately returns the cash on its balance sheet (including the proceeds arising from the disposal of its interest in Augean plc) to its existing shareholders;
  2. That Gresham House Strategic shall commence the complete realisation of Gresham House Strategic’s assets to maximise the value of its assets for the benefit of all its shareholders, with such realisation and return of capital to shareholders to be completed within 24 months of the requisitioned meeting;
  3. That Philip Pickard be appointed as a non-executive director of Gresham House Strategic with immediate effect;
  4. That Simon Pyper be appointed as a non-executive director of Gresham House Strategic with immediate effect;
  5. That Charles Berry be removed as a non-executive director of Gresham House Strategic with immediate effect; and
  6. That any person appointed by the directors as an additional director pursuant to Gresham House Strategic’s articles of association between the date of the requisition and the conclusion of the requisitioned meeting be removed from office as a director of Gresham House Strategic.

The independent directors say that they are disappointed to receive another requisition notice saying that, after the last requisition notice (received by them in May 2021 and subsequently withdrawn), the board undertook a strategic review at Gresham House’s request, engaging an independent corporate finance adviser, reviewing six detailed proposals and engaging with the company’s shareholders. The independent directors point out that:

  1. The proposed resolutions would result in a majority of the board being directors nominated by Gresham House, which the independent directors believe goes against the principles of the AIC Code of Corporate Governance.
  2. The strategic review included input from GHAM which indicated that a realisation of the company’s assets was unlikely to be in the best interests of shareholders.
  3. As part of the strategic review shareholders other than Gresham House accounting for approximately 30% of the issued share capital were consulted. All of these shareholders indicated support for the continuation of the existing investing policy and none of these shareholders indicated support for a realisation of the portfolio.

However, Gresham House says holders of 42% of the shares (including Gresham House) have signed irrevocable undertakings to support the resolutions relating to the return of cash on its balance sheet (resolution one) and the realisation of assets (resolution two).

Watch this space!

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