Cambium Global Timberland Limited : 08 June 2012 General Meeting Notice. Click here
06/09/2012| 01:43pm US/Eastern
Recommend:
8 June 2012
Cambium Global Timberland Limited ("Cambium" or the
"Company")
Notice of Extraordinary General Meeting
The Company is today issuing a notice convening an
extraordinary general meeting of the Company pursuant to its
announcement on 21 May 2012 that it had received a
requisition notice on behalf of Stafford Timberland V
Nominees Limited, a fund managed by Stafford Timberland
Limited.
Set out below is the text of the letter sent to Shareholders
today by the Independent Directors:
"Dear Shareholder,
Recommendation to VOTE AGAINST ALL the Resolutions
Background
On 21 May 2012, the Company received a requisition notice
from the Re quisitionist, requiring the Board to convene an
extraordinary general meeting to propose ordinary resolutions
dealing with the following matters:
(i) to terminate the Management Agreement on 12 months'
notice;
(ii) to waive any requirement on the Manager to perform
further services;
(iii) to provide information to STL about the Company and its
assets and liabilities;
(iv) to stop any further sales or purchases of material
assets (unless already legally committed to do so);
(v) to cease any further share buy-backs;
(vi) to appoint STL as the new manager to the Company with
effect from and conditional upon regulatory consent for such
appointment being obtained; and
(vii) to require the Board to co-operate with STL to obtain
regulatory consent in respect of the foregoing matters.
The Notice contains the full text of all of the
Resolutions.
As at 6 June 2012, being the last latest practicable date
prior to the date of the circular, the
Requisitionist, which is managed by STL, held 10.91 per cent.
of the Company's issued share capital.
The purpose of this circular is to convene the requisitioned
extraordinary general meeting and to explain to Shareholders
why we, the Independent Directors, consider that you should
VOTE AGAINST ALL the Resolutions which are to be proposed at
the EGM to be held on 6 July 2012.
Having received the requisition notice, the Board appointed a
committee comprising the Independent Directors to consider
and deal with all matters arising from the Requisition.
Accordingly, Mr. McGrad y, who is a partner in the Manager,
has played no part in the deliberations of the Board in
respect of the Requisition and has not joined the
recommendation set out at the end of this letter.
The Independent Directors have engaged in dialogue with the
Manager, STL and a third party to explore their proposals in
more detail.
Rationale for Voting Against the Requisitionist's Proposals
Following consultation with its advisers and, through its
advisers, with certain Shareholders, the
Independent Directors recognise that the status quo of the
Company is not sustainable.
The Independent Directors have therefore initiated a
strategic review and have retained Matrix Corporate Capital
LLP as their principal adviser in that regard. The review,
which will be carrie d out by the Independent Directors, will
be wide ranging, undertaken quickly and will include:
Recommend :
