CRX.L Regulatory News (CRX)

7 Mar 2007 07:01

Cyprotex PLC07 March 2007 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are inany doubt as to the action you should take, you are recommended to seekimmediately your own financial advice from your stockbroker, bank manager,solicitor, accountant or other independent financial adviser duly authorisedunder The Financial Services and Markets Act 2000. If you have sold or transferred all of your Ordinary Shares in Cyprotex PLC,please forward this document together with the accompanying Form of Proxy to thepurchaser or to the stockbroker, bank or other agent through whom the sale ortransfer was affected, for transmission to the purchaser or transferee. CYPROTEX PLC (registered in England and Wales No. 4311107) Notice of requisitioned Extraordinary General Meeting and Unanimous recommendation of your Board to vote AGAINST all the Resolutions This document should be read as a whole. Your attention is drawn to the letterfrom the Chairman of Cyprotex PLC which is set out on pages 3 to 5 of thisdocument and which contains the unanimous recommendation of the Board to voteAGAINST all the Resolutions proposed at the Extraordinary General Meeting. Notice of an Extraordinary General Meeting of Cyprotex PLC to be held at theoffices of Wedlake Bell, 52 Bedford Row, London WC1R 4LR at 10:30a.m. on Monday2 April 2007 is set out on page 6 of this document. The accompanying Form ofProxy for use by Shareholders should be completed and returned in accordancewith the instructions printed thereon, so as to be received by CapitaRegistrars, Proxy Processing Centre, Telford Road, Bicester, OX26 4LD, as soonas possible and in any event not later than 10:30a.m. on Saturday 31 March 2007.Completion and return of a Form of Proxy will not preclude a Shareholder fromattending and voting in person at the Extraordinary General Meeting. Send your Proxy now Vote AGAINST the Resolutions CONTENTS Letter from the Chairman Introduction Shareholder resolutions Irrevocable undertakings Background Current strategy Recommendation Support for the Board Extraordinary General Meeting Action to be taken RecommendationNotice of Extraordinary General Meeting EXPECTED TIMETABLE OF EVENTS Latest time for receipt of Forms of Proxy 10:30am on Saturday 31 March 2007 Extraordinary General Meeting 10:30am on Monday 2 April 2007 Letter from the Chairman and Chief Executive of Cyprotex PLC Directors: Registered office:Robert Morrisson Atwater, 100 Barbirolli SquareChairman and Chief Executive Officer ManchesterRussell Gibbs, Chief Financial Officer M2 3ABMartial Lacroix, Non-executive directorMinhaz Manji, Non-executive directorDavid Evans, Non-executive directorNikolas Sofronis, Non-executive director 6 March 2007 Dear Shareholder Notice of requisitioned Extraordinary General Meeting (the "EGM") Introduction On 12 February 2007, Cyprotex PLC (the "Company" or "Cyprotex") received anotice (the "Requisition Notice") from Dr. David Leahy and Robert Long, beingshareholders of the Company holding not less than one tenth of the paid up sharecapital of the Company, pursuant to section 368 of the Companies Act 1985 (the "Requisitionists"). Under company law, Cyprotex is obliged to put theseresolutions (the "Resolutions") to an extraordinary general meeting. Formalnotice of the EGM is set out in the attached notice at page 6 of this document. This letter sets out the Resolutions the subject of the Requisition Notice andthe reasons why the board of directors of the Company (the "Board") unanimouslybelieves that the Resolutions are AGAINST the best interests of Cyprotex and itsShareholders as a whole. Shareholder resolutions The Requisition Notice states that the purpose of the EGM is:- 1. to propose separate resolutions to remove each of Robert Atwater, Martial Lacroix, Minhaz Manji, David Evans, Nikolas Sofronis and Russell Gibbs as directors of the Company with immediate effect notwithstanding that the terms of their respective offices have not yet expired; and 2. to propose separate resolutions to appoint Dr. David Cavalla, Dr. David Leahy, Michael McGoun and Robert Long (the "new directors") as directors of the Company with immediate effect. Support for the Board The Board is pleased to report that it has indications of support andirrevocable undertakings to vote against the removal of each of the existingdirectors of the Company and against the appointment of the new directors. Theirrevocable undertakings are from Shareholders (including the Board) holding inaggregate 26,280,942 shares representing 18.96% of the Company's existing issuedshare capital and the non-binding indications of support are from Shareholdersholding in aggregate a further 39,015,098 shares (representing a further 28.15%of the Company's existing issued share capital). Assuming that the indications of support are confirmed in due course,Shareholders representing 47.11% of the Company's issued share capital will besupporting the Board. At this level the Board believes it is practicallyimpossible that the Resolutions will be passed at the EGM. Background The Requisition Notice gives no details of the reasons behind the requisition orthe strategy which the Requisitionists propose for the future conduct of thebusiness and, despite requests, no formal statement by the Requisitionists forthe proposed Resolutions has been received by the Company. Furthermore noinformation has been received by the Company in relation to the credentials ofthe new directors. However, from an email sent to certain employees of theCompany by Dr David Leahy, the Board understands that the Requisitionists areproposing a change in strategy by the Company. Your Board is willing to discussany sensible views on strategy with shareholders and their representatives, butbelieves that such a discussion in the context of a requisition to remove allexisting board members is wholly inappropriate and unwarranted. For this reasonand those set out below, the Board strongly advises all Shareholders to voteAGAINST all the Resolutions. Current strategy As announced on 16 February 2007, Cyprotex's preliminary results will bereleased on Thursday 15th March 2007. The results will outline a further broadexpansion of its customer base, which accelerated strongly during the secondhalf of the year. These number now well in excess of 100 pharmaceuticalcompanies and CRO's ("Contract Research Organisations"), ranging from amongstthe top ten global pharmaceutical companies to smaller specialised drugdiscovery groups. As well as expanding its customer base, 2006 was also a year of reducing costs,whilst maximising operational gearing and the robustness of the Company's highlytechnical operations. Despite investment in its facilities, Cyprotex ended theyear with a good cash reserve and recorded its first modest quarterly net profitduring the final three months of 2006. The Board believes that the strategypursued over the last three years has brought the Company to the brink ofprofitability and that continuing to pursue this strategy will lead tosignificant long-term benefits for Shareholders. Cyprotex's management looksforward to 2007 as a year of further significant progress. Recommendation The Board unanimously recommends Shareholders to vote AGAINST the Resolutions,as it does not believe they are in the best interests of the Company andShareholders taken as a whole. Irrevocable Commitments Irrevocable commitments have been received to vote against all the Resolutionsfrom Shareholders in respect of 26,280,942 shares, representing 18.96 per centof the issued ordinary share capital. Extraordinary General Meeting Set out on page 6 of this document is a notice convening an EGM of the Companyto be held the offices of Wedlake Bell, 52 Bedford Row, London WC1R 4LR at 10:30a.m. on Monday 2 April 2007. At the EGM, Shareholders will be asked toconsider the Resolutions set out in the notice of the EGM. Action to be taken A Form of Proxy for use at the EGM is enclosed. This Form of Proxy is the formyou can use to have your say by voting on the Resolutions. The Board isrecommending you to vote AGAINST all Resolutions. Whether or not you intend tobe present at the EGM, you are requested to complete and sign the enclosed Formof Proxy. Forms of Proxy should be completed and signed in accordance with theinstructions printed thereon and returned to Capita Registrars, Proxy Processing Centre, TelfordRoad, Bicester, OX26 4LD so as to arrive as soon as possible and in any eventnot later than 10:30a.m. on Saturday 31 March 2007. Every Shareholder's vote is important. Please make your voice heard. Investors holding their Ordinary Shares through a custodian, nominee or otherthird party should act in accordance with instructions received from therelevant service provider. They should not execute Forms of Proxy themselves, assuch forms are only valid if executed by or on behalf of a registered holder ofOrdinary Shares. Recommendation The Board believes the Resolutions are against the best interests of the Companyand its Shareholders as a whole. The Board therefore unanimously recommendsthat Shareholders vote AGAINST the Resolutions as they intend to do in respectof their own beneficial holdings of 1,335,000 Ordinary Shares, representingapproximately 0.96 per cent. of the existing issued ordinary share capital ofthe Company. Yours faithfullyRobert Morrisson AtwaterChairman and Chief Executive CYPROTEX PLC (Registered in England No. 4311107) (the "Company") NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE is hereby given that an Extraordinary General Meeting of the Company willbe held at the offices of Wedlake Bell, 52 Bedford Row, London WC1R 4LR at 10:30a.m. on 2 April 2007 for the purpose of considering and if thought fit passingthe following Resolutions, all of which will be proposed as OrdinaryResolutions:- 1. that Robert Morrisson Atwater be and hereby is removed from office as a director of the Company with immediate effect notwithstanding that his term of office has not yet expired; 2. that Martial Lacroix be and hereby is removed from office as a director of the Company with immediate effect notwithstanding that his term of office has not yet expired; 3. that Minhaz Manji be and hereby is removed from office as a director of the Company with immediate effect notwithstanding that his term of office has not yet expired; 4. that David Evans be and hereby is removed from office as a director of the Company with immediate effect notwithstanding that his term of office has not yet expired; 5. that Nikolas Sofronis be and hereby is removed from office as a director of the Company with immediate effect notwithstanding that his term of office has not yet expired; 6. that Russell Gibbs be and hereby is removed from office as a director of the Company with immediate effect notwithstanding that his term of office has not yet expired; 7. that Dr David Cavalla be and hereby is appointed as a director of the Company with immediate effect; 8. that Dr David Leahy be and hereby is appointed as a director of the Company with immediate effect; 9. that Michael McGoun be and hereby is appointed as a director of the Company with immediate effect; and 10. that Robert Long be and hereby is appointed as a director of the Company with immediate effect. Registered Office: By Order of the Board100 Barbirolli SquareManchester Secretary M2 3AB Mark Warburton6 March 2007 Notes 1. A member entitled to attend and vote at the meeting convened by theNotice set out above may appoint one or more proxies to attend and, on a poll,vote instead of him/her. A proxy need not be a member of the Company. A proxyform is enclosed. To be effective a form of proxy must be delivered to CapitaRegistrars, Proxy Processing Centre, Telford Road, Bicester, OX26 4LD not laterthan 48 hours before the time appointed for the meeting or any adjournmentthereof, together with any power of attorney or other authority (or a notariallycertified copy thereof) under which it is signed. Appointment of a proxy willnot preclude a shareholder from attending and voting in person. 2. In accordance with Regulation 41 of the Uncertificated SecuritiesRegulations 2001, the Company specifies that only those shareholders appearingin the Company's register of members as at 6pm on Friday 30 March 2007 ("thespecified time") shall be entitled to attend and vote at the meeting in respectof the number of shares registered in their name at the specified time. Changesto the register of members after the specified time shall be disregarded indetermining the rights of any person to attend or vote at the meeting. CYPROTEX PLCRegistered in England No. 4311107 FORM OF PROXY EXTRAORDINARY GENERAL MEETING For use at the Extraordinary General Meeting of the Company to be held at theoffices of the Wedlake Bell, 52 Bedford Row, London WC1R 4LR on 2 April 2007 at10:30am. I/We (names in full) ...................................................................................... PLEASE USE BLOCK CAPITALS of .............................................................................................................. being (a) member(s) of the Company hereby appoint the Chairman of the Meeting or(see note 1) ......................................................................................... (insert name of proxy) as my/our proxy to attend and, on a poll, vote on my/our behalf at theExtraordinary General Meeting of the Company to be held on 2 April 2007 at 10:30a.m. and at any adjournment thereof. In respect of the Resolutions referred toin the Notice of Meeting. If you want your proxy to vote in a certain way on the Resolutions specified,please place an "X" in the relevant boxes. If you select "Discretionary" orfail to select any of the given options your proxy can vote as he/she chooses orcan decide not to vote at all. The proxy can also do this on any otherresolution that is put to the meeting. The "Vote Withheld" option below is provided to enable you to abstain on anyparticular Resolution. However it should be noted that a "Vote Withheld" is nota vote in law and will not be counted in the calculation of the proportion ofthe votes "For" and "Against" a Resolution. No. Resolution (Please refer to FOR AGAINST VOTE WITHHELD DISCRETIONARY Notice of Meeting for full text) 1. Remove Robert Morrisson Atwater as a director2. Remove Martial Lacroix as a director3. Remove Minhaz Manji as a director4. Remove David Evans as a director5. Remove Nikolas Sofronis as a director6. Remove Russell Gibbs as a director7. Appoint Dr David Cavalla as a director8. Appoint Dr David Leahy as a director9. Appoint Michael McGoun as a director10. Appoint Robert Long as a director Signature ________________________________________ Date ____________________ Notes 1. If you wish to appoint a proxy other than the Chairman of the Meeting, please delete the words "the Chairman of the Meeting or" and substitute the name of some other person. 2. A proxy need not be a member of the Company. 3. Appointment of a proxy will not preclude you from attending and voting in person should you subsequently decide to do so. 4. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the Register of members in respect of the joint holding. 5. In the case of a corporation, this proxy must be given under its Common Seal or be signed on its behalf by an officer or other duly authorised attorney or representative. 6. To be effective this proxy must be delivered to Capita Registrars, Proxy Processing Centre, Telford Road, Bicester, OX26 4LD not later than 48 hours before the time appointed for the Meeting or any adjournment thereof, together with any power of attorney or other authority (or a notarially certified copy thereof) under which it is signed. 7. Any alteration made in this form should be initialled. This information is provided by RNS The company news service from the London Stock Exchange