10th Apr 2013 07:00
10 April 2013
Sweett Group plc
("Sweett Group", "the Company" or "the Group")
Sweett Group announces the posting of aCircular ("the Circular") to Shareholders and notice of a General Meeting
The Board unanimously recommends Shareholders to VOTE AGAINST ALL the Resolutions
Following the request from a group of minority shareholders led by the Group's former Chairman, Francis Ives, to requisition a General Meeting of the Company seeking the removal of Michael Henderson from his position as Non-Executive Chairman and the appointment of Francis Ives both as a Director and the Chairman of the Company, Sweett Group announces the posting later today of a Circular to Shareholders and notice of a General Meeting to be held on 9th May 2013 at 10.00 a.m.
The Circular contains full details of why the Board strongly believes that the Resolutions are NOT in the best interests of the Company and Shareholders as a whole and unanimously recommends that Shareholders VOTE AGAINST ALL the Resolutions.
Why support the Board's recommendation to VOTE AGAINST ALL the Resolutions:
·; Sweett Group has a robust and effective strategy which is delivering tangible results
·; Sweett Group is a strong, independent player in an increasingly consolidated market
·; The Board has taken a responsible and considered approach to current market conditions
·; Sweett Group is financially strong
·; Sweett Group has a strong, independent Board, committed to upholding best practice corporategovernance
·; Michael Henderson has the full and unequivocal support of the Board as Non-Executive Chairman
·; The Board has letters of intent from holders of 41.4% of the Company's shares to vote against theResolutions
·; In addition, certain other Shareholders holding 8.7% of the Company's shares have indicated their support to vote against the Resolutions
Why the Board believes Shareholders should VOTE AGAINST ALL the Resolutions:
·; The Board believes Francis Ives is motivated by emotion and that he wants his old job back
·; Francis Ives wants to be Executive Chairman - a clear breach of best practice corporate governance
·; The Board does not believe that Francis Ives is the right person to lead the Group
·; The Requisitionists have stated they are concerned about retention of talent - there has been nosignificant loss of senior talent from the Group
·; The Requisitionists claim the Group is excessively indebted to its bankers and vendors of acquiredbusinesses and avoided administration only because these parties waived their entitlements - thisstatement is false
·; The Requisitionists claim that Michael Henderson refused to consider a fundamental financial and strategic review - this statement is false
·; The Requisitionists claim there is no evidence of Sweett Group acting like an integrated global business - itis "behaving like a UK business with overseas offices" - this statement is false
Sweett Group has a clearly stated strategy to become a globally diverse business and, in doing so, create value for its Shareholders. In the last three years, since the departure of Francis Ives, the Group has made significant progress in delivering on these goals. The responsible and considered approach adopted by the Board and operational management teams in moving into new geographies and sectors has enabled Sweett Group to withstand the highly challenging conditions in its core markets whilst continuing to deliver growth.
The Group also announces that, as at 9th April 2013, it has received letters of intent to vote against all the Resolutions from Shareholders holding in aggregate 28.0m Ordinary Shares representing 41.4 per cent. of the issued Ordinary Shares. In addition, certain other Shareholders holding in aggregate 5.9m Ordinary Shares, representing 8.7 per cent. of the issued Ordinary Shares, have indicated their support to vote against all the Resolutions.
The Board communicated the overall level of support to the Requisitionists prior to printing the Circular. In spite of this, the Requisitionists have refused to withdraw their requisition, resulting in further unwelcome distractions and significant costs to the Group, its Board and Shareholders.
On behalf of the Board of Sweett Group, Nicholas Woollacott, Senior Independent Director, said:
"The recent announcements of new commissions spread across the Group's regions and sectors, as well as the record order book and robust interim results, give the Board confidence in its current team, strategy and in the outlook for the Group.
"Not only has Francis Ives failed to articulate a cohesive strategy, he has also made clear his desire to return to the Group as Executive Chairman, demonstrating an attitude towards corporate governance which is not consistent with the standards expected of a publicly quoted company.
"Michael Henderson has the Board's unequivocal support in his role as Non-Executive Chairman and has been instrumental in the Group's development into the diverse and global business that it has become in recent years.
"The Board, which commands 12.4% of the vote, will be voting against all the Resolutions and strongly recommends Shareholders do the same. The Group has received letters of intent to vote against all the Resolutions from 41.4% of the share register. In addition, certain other Shareholders representing 8.7% of the share register have indicated their support to vote against all the Resolutions."
The General Meeting of Shareholders will take place at Holborn Gate, 26 Southampton Buildings, London WC2A 1PB on 9th May 2013 at 10.00 a.m.
The Circular and Notice of General Meeting are available to download from the Company's website www.sweettgroup.com.
- Ends -
For further information:
Westhouse SecuritiesTom Griffiths, Paul Gillam +44 20 7601 6100
For media enquiries:
Sweett Group plc Theo Kjellberg, Group Communications Manager +44 20 7061 9102
FTI ConsultingBilly Clegg, Oliver Winters, Victoria Huxster +44 20 7831 3113
About Sweett Group
Sweett Group plc is a global business with expertise in property and infrastructure professional services. Our services include programme and project management, cost management, advisory and PPP related consultancy services.
We aim to forge long term, successful relationships with all stakeholders in the property and infrastructure industry. "Global knowhow, local delivery" is the essence of our business and our reach enables us to put global best practice to use in the local markets we serve.
www.sweettgroup.com
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