Notice of General Meeting


 

TIDMGNE 
 
RNS Number : 3434N 
GNE Group PLC 
16 February 2009 
 

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| Press Release                          |  Embargoed 7.00am 16 February 2009 | 
+----------------------------------------+------------------------------------+ 
 
 
GNE Group plc 
 
 
('GNE or 'the Company') 
 
 
Notice of General Meeting 
and 
Proposed Adoption of Investing Strategy 
 
 
On 14 February 2009 the Company issued a circular to shareholders seeking their 
approval to adopt a new investing strategy.  Following the General Meeting on 7 
October 2008, and the completion of the disposal of Petrol Express Limited, the 
Board was approached by an investor group with a proposal to convert GNE into an 
investment trust company ("ITC") targeted at the technology sector, and the 
Board recommended the adoption of this proposal on 15 December 2008. 
 
 
Subject to shareholders approving the investing strategy and subsequent due 
process, it is intended that the Company will be converted into an ITC.  In 
order to realise the tax benefits on capital gains of an ITC, the Company would 
be required to be listed on the Official List of the UK Listing Authority and 
the articles would need amending as proposed. 
 
 
The objective of the Company as an ITC will be absolute capital growth, which 
the Board proposes will be achieved through active engagement with Investee 
Companies in terms of corporate, strategic and operational management.  The 
Company anticipates that there will be around 10 active investments at any time 
with the total number of holdings unlikely to exceed 30. 
 
 
As at 6 February 2009, the Company's cash balance was GBP35.1 million following 
the repayment of loans totalling GBP1.26 million, expenditure of GBP327,000 
buying back the ordinary shares of the Company in January 2009 and excluding 
approximately GBP0.3 million of working capital associated with the fuel card 
businesses.  The Company is also considering taking out insurance to cover 
potential historical environmental liabilities which could result in a one-off 
premium in the region of GBP600,000 and has entered into discussions with HMRC 
regarding the Substantial Shareholder Exemption tax clearance. Should HMRC 
withdraw this tax clearance the Directors anticipate this could result in a tax 
liability of approximately GBP2.8 million.  The costs associated with the change 
of investing strategy including costs associated with the termination and 
amendment of some director service contracts are estimated at approximately 
GBP1.75 million. 
 
 
Upon adoption of the new investing strategy it is proposed that the structure of 
the Board will be amended to reflect the new strategy, whereby David Port will 
step down as Executive Chairman and become a Non-Executive Director, Martyn 
Ratcliffe will become Executive Chairman, Jimmy West will remain the Senior 
Non-Executive Director, and Graham Warner and Michael Jackson will join the 
Board as a Non-Executive Directors.  Colin Glass and Dennis Woods will step down 
from the Board at the General Meeting, and Ian Falconer will step down from the 
Board at 31 March 2009. 
 
 
Upon adoption of the new investing strategy, the Company intends to replace the 
current incentive scheme with a new incentive scheme based on realising tangible 
value from strategic investments and delivering value to the Company's 
shareholders as measured by the share price of the Company. 
 
 
The Company has entered into certain arrangements with JO Hambro Capital 
Management Limited conditional upon the adoption of the proposed investing 
strategy to provide administration services to GNE. In addition the Company has, 
conditional upon the adoption of the proposed investing strategy, entered into a 
joint venture with Martyn Ratcliffe through which director/management services 
will be provided to investee companies. Both of these arrangements are 
considered to be related party transactions under the AIM Rules for Companies. 
The Directors, other than those involved in the transactions as a related party, 
having consulted with the Company's Nominated Adviser, consider the terms of 
these arrangements to be fair and reasonable insofar as Shareholders are 
concerned.Further details of these arrangements can be found in Paragraph 4 of 
the Circular. 
 
 
Full details of all these matters and a notice convening a general meeting of 
the Company can be found in the Circular which has been posted to shareholders 
and can be found on the Company's website, www.gnegroup.co.uk. 
 
 
The following resolutions will be put to the meeting: 
  1.  An Ordinary Resolution to approve the proposed investing strategy and the 
  incentive scheme; 
  2.  An Ordinary Resolution to authorise the Directors to apply for admission of the 
  Ordinary Shares to the Official List; 
  3.  A Special Resolution to change the name of the Company to Strategic Technology 
  Investment Trust plc; and 
  4.  A Special Resolution to amend the Articles of Association of the Company to 
  prepare the Company for conversion into an ITC and enable the Company to receive 
  the tax benefits of ITC status. 
 
Resolutions 2 to 4 are conditional upon Resolution 1.  Accordingly, the Board 
recommends Shareholders to vote in favour of all of the Resolutions to be 
proposed at the General Meeting as they have irrevocably undertaken to do in 
respect of their beneficial shareholdings, which in aggregate amount to 
2,274,459 Ordinary Shares representing approximately 16.35 per cent. of the 
Ordinary Shares. In addition the Board has received irrevocable undertakings in 
relation to certain shareholdings (other than those of the Directors) in respect 
of in aggregate 2,648,947 Ordinary Shares representing approximately 19.05 per 
cent. of the issued ordinary share capital of the Company, to vote in favour of 
the Resolutions. 
If Resolution 1 is not passed the Board will review the options available to the 
Company and will report to Shareholders within 120 days of the General Meeting 
the outcome of that review. 
- Ends - 
 
 
For further information: 
 
 
+------------------------------------------+-----------------------------+ 
| GNE Group plc                            |                             | 
+------------------------------------------+-----------------------------+ 
| David Port, Executive Chairman           |   Tel: +44 (0) 20 7398 7702 | 
+------------------------------------------+-----------------------------+ 
|                                          |                             | 
+------------------------------------------+-----------------------------+ 
| Seymour Pierce                           |                             | 
+------------------------------------------+-----------------------------+ 
| Richard Feigen / Sarah Jacobs            |   Tel: +44 (0) 20 7107 8000 | 
+------------------------------------------+-----------------------------+ 
|                                          |       www.seymourpierce.com | 
+------------------------------------------+-----------------------------+ 
| Investec Investment Banking              |                             | 
+------------------------------------------+-----------------------------+ 
| Rowena Murray                            |   Tel: +44 (0) 20 7597 5000 | 
+------------------------------------------+-----------------------------+ 
|                                          |                             | 
| Media enquiries:                         |                             | 
+------------------------------------------+-----------------------------+ 
| Abchurch                                 |                             | 
+------------------------------------------+-----------------------------+ 
| Henry Harrison-Topham / Monique Tsang    |   Tel: +44 (0) 20 7398 7702 | 
+------------------------------------------+-----------------------------+ 
| monique.tsang@abchurch-group.com         |      www.abchurch-group.com | 
+------------------------------------------+-----------------------------+ 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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