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Share Name | Share Symbol | Market | Type |
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Tiscali Spa | BIT:TIS | Italy | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
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 BOAZVLFFXFBBFBV
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