25th Jun 2010 14:44
25 June 2010
Rapid Realisations Fund Limited
("RRF" or "the Company")
Appointment of Directors
Withdrawal of EGM Requisition
Adoption of new investment policy
Further to the Company's announcement of 11 June 2010, and the receipt by the Company of a requisition from Anson Registrars Limited, acting as nominee for, and acting on the instructions of, Damille Investments Limited ("Damille"), to convene an extraordinary general meeting of the Company (the "EGM"), the Board embarked on a series of discussions with the Company's shareholders. A majority of shareholders confirmed they were supportive of the proposed resolutions set out by Damille in its requisition. The Board has concluded it is in the best interests of the Company and its shareholders to adopt Damille's proposals, namely to invite Rhys Davies and Brett Miller on to the Board, to amend the investment policy and to reduce the cost base of the Company.
Therefore, the Company announces that Rhys Cathan Davies and Brett Lance Miller have today been appointed to the Board as non-executive directors of the Company. In addition Rhys Davies has been appointed as non-executive Chairman in place of Peter Tom who remains a non-executive director of the Company along with Susie Farnon. Bob Holt has stepped down from the Board with immediate effect.
Rhys Davies and Brett Miller are directors of Damille Investments Limited ("Damille") which holds 10,000,000 ordinary shares, representing 17.33% of the issued share capital of the Company.
It is the intention of the existing directors, Peter Tom and Susie Farnon, to step down from the Board as soon as practicable, subject to an orderly handover and the identification and appointment of appropriate independent non-executive directors.
The Board also announces that it has resolved to adopt the following policies which will be proposed to shareholders as resolutions at the Company's AGM, to be notified in due course:
·; The investment objective and policy of the Company be amended to manage the realisation of the Company's investment portfolio and to maximise the return of invested capital to shareholders during the period ending on 30 September 2013. During this period the Company shall not make any new investments.
It is the Board's intention to maximise the value of the Company's assets with the objective of returning to shareholders the Company's free cash in addition to any cash proceeds received from asset disposals and distributions from investments.
·; In addition, the Board will be examining the cost base of the Company and in this regard will propose a resolution to shareholders that the maximum aggregate fees payable to directors is reduced to £80,000 per annum and no director will receive more than £15,000 per annum with the exception of the chairman whose remuneration shall be limited to a maximum of £20,000 per annum.
Effective today the directors have agreed to reduced fees in accordance with the spirit of this proposed resolution.
Damille Investments Limited has today instructed its custodian to withdraw the Requisition of EGM which it delivered to the Company on 11 June 2010.
Enquiries:
Grant Thornton Corporate Finance Philip Secrett
+44 (0)20 7383 5100
About Rhys Davies
Rhys Cathan Davies, aged 42, is, or has been, a director or partner of the following companies and partnerships during the previous five years:
Current |
Past |
China Growth Opportunities Limited |
Agenda Television Limited |
Damille Partners |
Broighter Capital Sarl |
Damille Partners Limited |
Glendower Opportunity Partners II |
Damille Investments Limited |
Heblerb Limited |
EIH plc |
Interactive Rights Management Limited |
Glendower Capital Limited |
The Local Radio Company PLC |
Glendower Partners Limited |
Magnolia Petroleum plc |
Hallwood Investments Limited |
New Fulcrum Investment Trust PLC |
OSP Limited |
Sanoodi Limited |
Sports Brands Corporation Sarl |
SBC Management Sarl |
|
The Television Corporation Limited |
|
Tinopolis PLC |
|
Trinity FM Limited |
|
Wightman Cup Limited |
Rhys Davies was a director and deputy chairman of New Fulcrum Investment Trust plc when that company entered into a members' voluntary liquidation. New Fulcrum Investment Trust plc completed a members' voluntary (solvent) liquidation. Rhys Davies was the appointee of Hallwood Investments Limited, which was New Fulcrum's largest shareholder, from 10 May 2005 until its dissolution on 9 April 2007. New Fulcrum, which was formerly listed on the London Stock Exchange, returned approximately £41.3m to its shareholders in 2005.
Rhys Davies was also a director of Heblerb Limited which went into a members' voluntary liquidation in 2005. Heblerb was a wholly-owned intermediate holding company of New Fulcrum Investment Trust plc.
Rhys Davies was a non-executive director Caiman Technologies Limited when that company entered into a creditors' voluntary liquidation on 11 September 2002 and was dissolved on 2 October 2003. The deficit to unsecured creditors was £79,303. Caiman Technologies Limited was a venture capital backed company that failed to secure further financing.
About Brett Miller
Brett Lance Miller, aged 42, is, or has been, a director or partner of the following companies and partnerships during the previous five years:
Current |
Past |
China Growth Opportunities Limited |
Gledhow Investments plc |
China Metal Packaging Group Company Limited |
Ruegg & Co Limited |
Damille Partners |
Stakeholders' Momentum Investment Trust plc |
Damille Partners Limited |
|
Damille Investments Limited |
|
EIH plc |
|
Globo plc |
|
Pactolus Hungarian Property plc |
|
West China Cement Limited |
|
There are no other matters which are required to be announced under paragraph (g) of Schedule 2 of the AIM Rules.
Related Shares:
RRF.L