MEA Medsea Estates

 

TIDMMEA 
 
RNS Number : 9721Q 
Medsea Estates Group PLC 
22 April 2009 
 

22 April 2009 
Medsea Estates Group Plc 
('the Company' or 'Medsea') 
Resignation of the Independent Director 
Background 
On 7 April 2009 the Company posted a circular ("Circular") to convene an 
Extraordinary General Meeting ("EGM") to be held at 32 Percy Street, London W1T 
2DE on 30 April 2009 at 10.30am. 
The Circular detailed the intention of the Company to enter into a related party 
transaction in order to complete the disposal ("Disposal") of Medsea UK 
Limited, a material operating subsidiary, to the current executive directors of 
the Company. 
The Disposal will constitute a fundamental change of business as defined by the 
AIM Rules. Furthermore, as the Disposal is to the current executive directors of 
the Company, it would be recognised as a related party transaction under the AIM 
Rules. Moreover, related party transactions require that an independent director 
of the Company provide to all shareholders a "fair and reasonable" opinion with 
regard to the terms of the transactions. The Circular posted on 7 April 2009 
included a letter from Neil Craven, the independent director of the 
Company, confirming that the terms of the Disposal were "fair and reasonable" 
insofar as its shareholders are concerned. 
Resignation of Independent Director 
On 7 April 2009, the executive directors became aware that Neil Craven wished to 
withdraw his "fair and reasonable" opinion provided in the Circular. However, 
the Circular had been released for posting on the morning of 7 April 2009 which 
led to a failure to withdraw the Circular in advance of its posting. 
Furthermore, on 8 April 2009, Neil Craven tendered his resignation from the 
Company with immediate effect. 
Implications of the Resignation and to the Circular 
The Company is currently unable to satisfy the AIM Rule with regard to the 
provision of a "fair and reasonable" opinion from an independent director for 
the completion of the Disposal to the related parties being the current 
executive directors. 
Therefore, the board of the Company will seek to appoint a new independent 
director to review the terms of the Disposal and where appropriate provide a 
"fair and reasonable" opinion. 
Finally, the Company intends to issue an addendum to the Circular posted on 7 
April 2009. 
An announcement will follow in due course to update shareholders of any new 
information and details of the posting of an addendum to the Circular. 
Medsea Estates Group plc 
Tony Gatehouse, Chairman 
Tel: +34 96 570 40 02 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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