Group Press Releases
Board Recommends That Aegis Shareholders Vote Against Groupe Bolloré’s Board Nominations
26 May 2006
Aegis Group plc ("Aegis" or the "Company") announced today that its Chairman has written to the Company's shareholders ahead of the Company's postponed annual general meeting.
The letter sets out the reasons for the Board's view that shareholders should vote against the nominations by Groupe Bolloré for representation on the Company's Board. It also confirms details of the postponed AGM, to be held on Wednesday 14 June, and the details of two additional resolutions to be voted on at the meeting.
The Aegis Board believes that any board nominations by Groupe Bolloré are inappropriate for two fundamental reasons:
- Any nominee put forward by Groupe Bolloré has an
overriding conflict of interest that makes them unsuitable to act
as a director of Aegis.
Vincent Bolloré holds the Chairmanship of and owns a substantial interest in both Havas -whichowns a major direct competitor to Aegis - and Groupe Bolloré. The important role of the Company'sBoard in setting forward-looking strategy and investment decisions, including acquisitions, wouldclearly be unacceptably compromised in the presence of one or more representatives appointed directly or indirectly by a competitor to the Company.
- The Board is strongly opposed to adding directors who may
favour one particular shareholder group over and above the
interests of Aegis shareholders as a whole.
The current members of the Board are focused only on delivering full value for all Aegis shareholders. As shown by its recommendation to vote against the proposals made by Groupe Bolloré, the Board will always resist the efforts of any particular shareholder who seeks to exercise any form of undue influence or creeping control over the Company without offering a full and fair price to all Aegis shareholders for that privilege.
The Board believes that the situation in which a shareholder owning only 25% of the shares in Havas has effective control of the company should not be permitted to be replicated at Aegis. The Board considers the proposed nominations to be the ‘thin end of the wedge' in terms of a competitor having undue influence over the Company without paying full value for the privilege.
The Board of Aegis will always have an open mind to any proposal which is clearly in the interests of all Aegis shareholders, including a premium cash offer being made for the Company. However, the Board also believes that Aegis' prospects in media communications and market research are attractive. The group has benefited from sustained investment in acquiring new capabilities, as well as organic growth initiatives. The uncompromised independence of Aegis (and of its Board) is a valuable strength and the Company is well placed to perform strongly within the competitive markets in which it operates.
Lord Sharman, Chairman of Aegis, commented today:
"The reasons why we are recommending that shareholders vote against the Groupe Bolloré nominations are clear: protecting their interests and for good UK corporate governance. The nominations present a severe conflict of interest. They also risk favouring the interests of one particular shareholder above the majority. The Board will always resist the efforts of any particular shareholder to exercise any form of undue influence or creeping control over the Company without offering a full and fair price to all Aegis shareholders for that privilege."
A copy of the letter to shareholders will be submitted to the UK Listing Authority and be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
For further information contact:
Charlotte Elston
Aegis Group plc
+44 (0) 20 7070 7708
Tim Spratt / Charlie Palmer
Financial Dynamics
+44 (0) 20 7831 3113
Matthias Leridon
Tilder
+33 (0) 1 44 14 99 99
