Further re Board Changes
November 19 2003 - 1:00AM
UK Regulatory
RNS Number:2011S
Tecc-IS PLC
19 November 2003
To be embargoed for
19 November, 2003 at 7.00pm
tecc-IS PLC
("tecc-IS or the Company")
Letter to Shareholders
The following is the text of a letter which is being posted to shareholders of
tecc-IS today.
Dear Shareholder
The Company has recently announced certain Board changes and I thought it would
be helpful to explain the background to them.
Since I became Chairman of your Company earlier this year, I have tried to
introduce a change of direction intended to improve the quality of the Company's
income and enhance shareholder value, by departing from the Company's previous
primary policy of investing in young, high technology and therefore, in my
opinion, high risk companies.
It became evident at a relatively early stage that this plan was not endorsed in
its entirety by Andrew Balcombe, David Cohen and Joseph Riback ("the Original
Directors"). This is understandable, since they had been in office ever since
the Company was floated on the Alternative Investment Market in 2000 and
supported its stated objectives at that time. They explained that their
preferred course of action was for the Company to continue to inject further
capital into the investments which the Company had already made under
theirdirection. In view of the disappointing performance of these investments,
neither I nor the other directors ("the New Directors") felt that this was a
sensible use of the Company's remaining cash reserves and the two groups of
directors were unable to reach a consensus as to how the Company should proceed.
In one instance, the New Directors were able to avert the course of action which
the Original Directors advocated only by the use of my casting vote as Chairman.
We were also unable to agree on certain proposals which the New Directors wished
to put to shareholders. Theseconcerned the possible acquisition of a majority
stake in a European self storage business,called Espazio. In view of the size of
the transaction and the fact that the New Directors are interested in Espazio,
the acquisition could only proceed with the recommendation of independent
directors and our nominated adviser and the approval of shareholders. However,
the Original Directors did not share the enthusiasm of the New Directors for
this project and,despite various attempts to do so, we were unable to agree on
terms which were fair to all parties and in a form that could sensibly be
presented to the Company's shareholders.
Any boardroom deadlock is extremely unhealthy for a company and, together with
the otherNew Directors, I concluded that it would be better for the Board to be
able to speak with a consistent voice on an agreed strategy. The alternative was
to continue the debates betweenthe two groups of directors, but the New
Directors considered that the impasse which had developed at board level was
detrimental to the interests of shareholders as a whole.
The disagreements led to a request by the New Directors for the Original
Directors to resign. When they refused to do so, the New Directors decided that
it was in the best interests of shareholders that the appointments of the
Original Directors be terminated and they were paid the full compensation to
which they were entitled (which amounted to #12,500 in total). Following the
termination of their appointments, the Original Directors were removed from
office in accordance with the terms of their letters of appointment and the
Company's Articles of Association.
As a consequence, the Company's nominated adviser and broker, Durlacher Limited
terminated its appointment. We had anticipated that Durlacher intended to resign
and we had arranged to appoint John East & Partners Limited as nominated adviser
and broker in its place. I am sorry that trading in the shares in your Company
was suspended for a few hours as a result of Durlacher's resignation. Had
Durlacher chosen to liaise with us to ensure a smooth handover, the suspension
would not have occurred.
The New Directors believed it was prudent to strengthen the Board with some
individuals with additional public company experience. We therefore appointed my
father Raymond Lipman (aged 69), who is chairman of Safeland plc and Paul Davis,
(aged 50) who is the Finance Director of Safeland plc and Bizspace plc as well
as being the Commercial Director of Hercules Property Services plc. I hope
shortly to be able to announce the appointment of two additional independent
non-executive directors. I feel confident that the Company will then be able to
go forward with a strategy which will have the support of your entire Board as
well as its advisers.
It is the Board's current intention to try to formulate proposals in relation to
the potential Espazio transaction, but they will only be presented to the
Company's shareholders at such time as they have the support of the new
independent Non-executive Directors who, together with the Company's nominated
adviser, consider them to be fair and reasonable so far as shareholders are
concerned.
Yours faithfully
Larry Lipman
Chairman
Copies of this document are available from John East & Partners Limited, Crystal
Gate, 28-30 Worship Street, London, EC2A 2AH
19th November, 2003
This information is provided by RNS
The company news service from the London Stock Exchange
END
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