Business
Letter to Shareholders from B
Letter to Shareholders from B.
About this update from Mitchells & Butlers Plc
[{"type":"text","content":"\n RNS Number : 2667E Mitchells & Butlers PLC 17 December 2009 \n \nMitchells & Butlers plc\n\nLetter to Shareholders from the Board of Directors\n\nThe following letter has been posted to shareholders today: \n\"Dear Shareholder\n\nWe thought it would be helpful if we detailed some of the events which have happened since the publication of the 2009 Annual report and accounts of the Company (the 'Accounts'). \n\nIn this letter we explain the background to the appointment and recent removal from the Board of four Non-Executive Directors, the appointment of Simon Laffin as the Chairman of the Company and, most importantly, ask for your support at the Annual General Meeting for resolutions proposed by the Board, especially in re-electing both Antony Bates and Simon Laffin as Directors.\n\nAppointment of the four Directors\nSince October 2008, the Company's two largest shareholders have been Piedmont Inc, an investment vehicle whose ultimate owner is Joe Lewis, which currently holds 22.8% of the equity of this Company, and Elpida Group Ltd ('Elpida'), owned by John Magnier and JP McManus, which holds 17.6%. \n\nIn April 2009, Leo Fund, owning at the time 5.6% of our shares, requested that the Board appoint Denis Jackson and Ray MacSharry as new independent Directors. Leo Fund subsequently informed the Board on various occasions that unless the Board agreed to its request it would requisition a shareholders' meeting. On 24 June 2009 Leo Fund told the Company it had prepared a requisition to convene an EGM to propose a resolution to appoint Mr Jackson and Mr MacSharry as Directors. Representatives of Leo Fund said they believed that Elpida and Piedmont Inc, who together with Leo Fund held over 40% of the Company's shares at the time, would vote in favour of that resolution. The Board therefore felt that it had little choice but to appoint them as Directors, but required Mr Jackson and Mr MacSharry to confirm their independence in writing, which they subsequently did. They were therefore appointed to the Board on 28 August 2009.\n\nAfter Leo Fund's request, Piedmont Inc implemented its right to appoint up to two representative non independent Directors to the Board and therefore on 16 July 2009, Richard McGuire was appointed and on 18 November 2009 Douglas E McMahon was also so appointed. (This was bec...