Open Letter to Orco's Shareholder from Alchemy and Kingstown

News provided by

Alchemy & Kingstown

21 Jun, 2013, 16:47 GMT

LONDON, June 21, 2013 /PRNewswire/ --

Dear Shareholder,

Alchemy Special Opportunities ("Alchemy") and Kingstown Capital Management ("Kingstown") wrote to you in an open letter to all shareholders on 23rd May 2013 to draw your attention to Radovan Vitek's proposal to add 5 new directors (the "Gamala Directors") to the Board of Orco Property Group ("Orco").

We believed this was an attempt by a shareholder with less that 50% of the ordinary share capital to take control of the Board.  We believed this was not in the interests of all shareholders and we recommended that shareholders register their shares by the 21st June 2013 in order to vote against the Gamala Directors at the adjourned AGM on 27th June.

Following our open letter, we have spoken to many shareholders who were supportive of our stance in relation to the Gamala directors and as a result we are confident we would have prevailed at a shareholder vote on 27th June 2013.

Notwithstanding this support, we have continued to discuss this important issue with the management team of Orco, with your independent Directors and with representatives of CPI on the Board.  As a result of these discussions and in particular the efforts of Jean-Francois Ott (Orco's President and CEO) we have reached an agreement as follows:

  • Gamala Limited has agreed to withdraw four of the proposed five Gamala Directors, and put forward just one, Edward Moss-Hughes, as an independent Director
  • Two shareholder Directors will resign (Alex Leicester from Alchemy and Martin Nemecek from CPI)
  • In addition, Orco, CPI, Kingstown and Alchemy have committed to adding one additional independent Director, whose election will be put to shareholders within  a short timeframe

Alchemy and Kingstown are supportive of this agreement and we believe it evidences both management's and CPI's commitment to a professional and balanced Board.  We are pleased with this outcome.

Alchemy and Kingstown recommend that shareholders vote IN FAVOUR of the following slate of Directors:

  • Jean-Francois Ott (President and CEO) and Nicolas Tommasini (Group COO)
  • Ian Cash (Alchemy)
  • Guy Shanon (Kingstown)
  • Radovan Vitek and Jiri Dedera (CPI)
  • Guy Wallier (Independent)
  • Alexi Juan (Independent)
  • Edward Moss-Hughes (Independent)

Alchemy and Kingstown would like to thank all those shareholders who have shown their support throughout this process and we now firmly believe that on the basis of the composition above, Orco will have the strong, professional and balanced Board it needs to ensure its success.  We encourage all shareholders to remain vigilant in protecting shareholder rights by voting at general meetings in the future.  This is the surest means of ensuring fair treatment and maximizing value for all Orco shareholders, large and small.

Should any shareholder wish to discuss this then please contact:
In the UK : Buchanan Communications, +44(0)20-7466-5000
Richard Oldworth
Alchemy
Ian Cash, icash@alchemypartners.co.uk
Alex Leicester, aleicester@alchemypartners.co.uk

Kingstown
Guy Shanon, guy@kingstowncapital.com  
TJ Carter, tj@kingstowncapital.com  

In France: LPM Strategic Communications, +33-1-4450-4039
Sophie Ryan, sryan@lpm-corporate.com