Seymour Pierce Action Group Update

Seymour Pierce Action Group requisitioned an EGM on 13 February 2004 to consider the appointment of an independent solicitor to investigate any claims the Company may have against current or former Directors and advisors. On that date, 320 requisition forms, accounting for 10.27% of the issued share capital in Investment Management Holdings (IMH), were deposited at the Company’s registered office.

By 19 February 2004 all four of our key institutional supporters had withdrawn their support, leaving us with only 4.47%. A fall below 5.13% is problematic.

Section 368 of the Companies Act requires that the “directors of a company shall, on a members’ requisition, forthwith proceed duly to convene an extraordinary general meeting of the company.”

Provision is made for enforcement in subsection (4), “If the directors do not within 21 days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from that date."

The upshot of this is that if IMH fail to comply with the Act, we would be unable to convene the EGM ourselves unless at least one of the above-mentioned institutions reinstates their support. The deadline for such a reversal would be 20 May 2004, allowing for necessary notices. In such circumstances any associated costs would be recoverable from IMH, who in turn must deduct the sums from the pay of directors responsible.

Seymour Pierce Action Group has written to the UK Listings Authority calling for an investigation into the circumstances surrounding the withdrawal of our four institutional supporters.