Receipt of EGM Requisition (1191K)
2011年7月11日 - 3:00PM
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TIDMAURR
RNS Number : 1191K
Aurora Russia Limited
11 July 2011
11 July 2011
Aurora Russia Limited
Receipt of EGM Requisition
Aurora Russia Limited ("the Company") announces that on 8 July
2011 it received a requisition from Timothy Slesinger (the
"Requisitioning Shareholder"), a holder of in excess of 10 per
cent. of the share capital of the Company, to call an extraordinary
general meeting of the Company ("EGM").
The purpose of the EGM is to consider resolutions (the
"Requisitioned Resolutions"), to be proposed as ordinary
resolutions, for the appointment of Peregrine Moncreiffe and
Timothy Slesinger as directors of the Company and for the removal
of Dan Koch, Grant Cameron, John Whittle and Alexandr Dumnov as
directors of the Company.
As required under the Company's Articles of Incorporation,
notification of an EGM, together with the recommendation of the
Board, will be posted to shareholders within 21 days.
The Board had engaged with the Requisitioning Shareholder in
advance of the receipt of the requisition notice, but regrettably
no mutually acceptable position was identified.
In immediate response to the Requisitioned Resolutions the Board
wishes to make the following points:
-- The Board has recently taken action to reinforce its
independence and strongly believes that it is in the Company's best
interests that the Board remains independent in accordance with
best standards of corporate governance;
-- The Board believes that the removal of four independent
directors and the appointment of two individuals who represent
significant Shareholders is not in the interests of shareholders as
a whole. Timothy Slesinger is a holder of 12.7% of the Company's
shares and Peregrine Moncreiffe serves on the management board, and
is a director, of a fund managed by Metage Capital Limited which
holds 7.2% of the Company's shares;
-- Since the passing of the continuation resolution of the
Company at the 2010 AGM, following extensive consultations with
Shareholders including the Requisitioning Shareholder, the Board
has taken significant actions to meet Shareholders' requests:
-- Two new independent directors have been appointed to the
Board;
-- The two non-independent directors, who represented Aurora
Investment Advisors Limited ("the Manager"), no longer serve on the
Board;
-- The Board has undertaken to consider a reduction in the
number of the Company's directors;
-- The annual management fee payable to the Manager has been
reduced from 2% to 1.5% of the Company's net asset value;
-- A new incentive scheme has been implemented to better align
the Manager with Shareholders' wishes that the Company realise its
assets;
-- The Board has resolved to exit one of the Company's
investments, Kreditmart, in order to stop its cash burn;
-- The Board andthe Manager are committed to seeking
realisations of the Company's assets and the Manager is actively
engaged in detailed discussions with a number of parties about
potential transactions involving OSG and Superstroy. These
investments, along with Unistream, are showing strong growth and
improved profitability. Flexinvest is undertaking a new corporate
strategy with the Board's support.
The Board intends to strongly recommend that shareholders vote
against the Requisitioned Resolutions, as they intend to do in
respect of their own holdings of shares in the Company at the
EGM.
For further information please contact:
Numis Securities
Hugh Jonathan
Nominated Adviser +44 (0) 20 7260 1263
Rupert Krefting / Nathan Brown
Corporate Broking +44 (0) 20 7260 1435/1426
Financial Dynamics
Ed Gascoigne-Pees +44 (0) 20 7269 7132
Jack Hickey +44 (0) 20 7269 7196
This information is provided by RNS
The company news service from the London Stock Exchange
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