BWA Group Plc

March 17, 2011 03:00 ET

Notice of Requisitioned Meeting

                                                                                                  17 March 2011
                                                 BWA Group Plc
                                           ("BWA" or the "Company")
                                        Notice of Requisitioned Meeting
Set  out  below  is the text of a letter from the Directors of BWA which was included in a circular  posted  to
shareholders in the Company on 16 March 2011.

 "Dear Shareholder

                                        Notice of Requisitioned Meeting
                                  Directors' unanimous recommendation to vote
                                         the Requisitioned Resolutions

1.        Introduction

On  22 February 2011, the directors of the Company (the "Directors") received a requisition (the "Requisition")
from  Webb Capital Plc ("Webb Capital") and Mr Peter Webb (together, the "Requisitioners"), both registered  as
shareholders  of  the  Company and together holding or representing at least 5 per cent. of  the  issued  share
capital of the Company at the time the Requisition was made.

The  Requisition requires the Directors to call a general meeting (the "Requisitioned Meeting") for the purpose
of  proposing  the  ordinary  resolutions  numbered  1 to 6  on  the  Notice  of  Meeting  (the  "Requisitioned
Resolutions") as demanded by the Requisitioners. A notice convening the Requisitioned Meeting for 10.00 a.m. on
31 March 2011 is set out on page 7 of this document.

An additional resolution, numbered 7, (the "Continuation Resolution") is being proposed by the Directors at the
Requisitioned  Meeting  to  authorise the Directors to continue with their  pursuit  of  the  Company's  stated
investment strategy.

The  purpose of this letter is to explain why the Directors strongly believe that the Requisitioned Resolutions
are  not  in  the  best  interests  of  the Company and its Shareholders  and  to  recommend  unanimously  that
Shareholders  vote  AGAINST  THE  REQUISITIONED  RESOLUTIONS  and  for  the  Continuation  Resolution  at   the
Requisitioned Meeting.

2.      Requisitioned Meeting
In  accordance  with  the provisions of section 303 of the Companies Act 2006 (as amended)  the  Directors  are
required to call a general meeting if the Company receives a request from one or more shareholders representing
at  least  5  per cent. of the paid up capital of the Company which carries 5 per cent. or more of  the  voting
rights at general meetings at the time the request is made.

The  Requisition  received  by  the Company complies with the Companies Act 2006  (as  amended)  and  you  will
therefore find set out at the end of this document a notice convening the Requisitioned Meeting, which is to be
held at the offices of Bircham Dyson Bell LLP, 50 Broadway, London SW1H 0BL at 10.00 a.m. on 31 March 2011.

The  Requisitioned Resolutions, which are set out in full in the Notice of Meeting, propose, inter  alia,  that
Richard  Battersby and James Butterfield are removed as Directors; that Peter Webb and Dwight  Mighty  of  Webb
Capital be appointed as directors of your company in their place and that Peter Webb be appointed Chairman.

3.      Reasons Given for the Requisition
A letter from Mr Webb setting out his reasons for the Requisition accompanies this document.

4.      Directors' Response to the Requisition

Investment Strategy

Mr Webb's main argument is that the investments made by the Company to date do not meet the investment criteria
set out on the Company's admission to PLUS last year. The Directors do not agree. On applying to be admitted to
trading on the PLUS-quoted Market, the Company confirmed that its investment strategy was, inter alia, to:

      "acquire minority or passive stakes in the securities of other businesses"
A  number  of  investments have been made to date, all of which have been minority, passive  stakes  which  the
Directors  believe could generate significant returns for Shareholders. All of these investments  are  entirely
consistent with the element of the investment strategy referred to above. As a result of investments like these
and  certain  successful realisations, the Directors are pleased to have been able to report  a  profit  before
taxation for the six months ended 31 October 2010 and they expect to report continued progress in the full year

The most recent investment by the Company was announced on 14 March 2011. The Company has committed £25,000  to
Zyzygy  plc  ("Zyzygy")  to  pay  for  certain fees and expenses of Zyzygy  in  connection  with  its  proposed
restructuring.  This  restructuring  includes  an  open offer  at  0.25p  per  ordinary  share  and  a  capital
reorganisation  to allow Zyzygy to apply for admission to trading on the PLUS-quoted Market  as  an  Investment
Vehicle.  On  17  January 2011, Richard Battersby was appointed as non-executive Chairman of Zyzygy  and  James
Butterfield was appointed as a non-executive director of Zyzygy to assist with these proposals.

In  return  for its commitment of £25,000, BWA is entitled to receive 25,000,000 new ordinary shares in  Zyzygy
after  that company's general meeting on 4 April 2011. BWA is also to receive a fee of £50,000 for its services
to  Zyzygy,  which is to be settled by the issue of 50,000,000 additional new ordinary shares  in  Zyzygy.  All
these shares will be allotted to BWA at par value of 0.1p per share.

The  Company's  investment strategy also encompasses the prospect of larger scale acquisitions and  investments
and  these  have been under active consideration in parallel with the investments in minority, passive  stakes.
Since  BWA  joined the PLUS-quoted Market, the Directors have considered over 40 such opportunities, introduced
either  by  the  Directors themselves or by their contacts. Indeed, the Directors are at  the  moment  actively
considering  a potentially attractive investment opportunity which results from an introduction made  to  James
Butterfield by a contact of Peter Webb at a recent reception at Webb Capital.

More  importantly,  the  Directors  have continued to focus on maintaining shareholder  value  throughout  this
process  and  have  drawn  no  remuneration  in the 12 months since the  Company  was  re-listed,  despite  the
considerable time they have dedicated to finding an appropriate transaction for the Company. They are therefore
disappointed at the course of action taken by the Requisitioners and at the costs that the Company will have to
bear as a result. These costs are expected to be equivalent to more than six months' overheads for the Company.

Wren Extra Care Group plc ("Wren")

The Directors note Mr Webb's comments in relation to Wren. James Butterfield has kept the Directors informed of
the  situation at Wren referred to by Mr Webb and the Directors are satisfied that this has no bearing  on  his
role as a Director of BWA. The Directors do not believe that events at Wren provide any valid justification for
the making of the Requisition.

Conflict of Interest

The  Directors  also  note  Mr  Webb's comments about the possible conflict of interest  arising  from  Richard
Battersby  and  James Butterfield being directors of Zyzygy as well as BWA. The Directors believe  that  it  is
clear  from  the announcement of 14 November 2011 that the arrangements with Zyzygy are designed to generate  a
return,  potentially a material one, for shareholders in BWA. The Directors would also point  out  that  Messrs
Battersby and Butterfield are not the only directors of Zyzygy and do not have board control of that company.

For  the  avoidance  of  any  doubt, all three Directors of BWA are fully aware of  their  responsibilities  as
directors  and  appropriate arrangements are in place at the Company to ensure that  any  genuine  conflict  is
identified and treated appropriately.

The  Directors believe that the arguments put forward by Mr Webb are without merit. The Directors note that the
Requisitioned  Resolutions  do  not  give Shareholders the opportunity to vote  on  an  alternative  investment
strategy  for  the  Company if control of the Board of BWA changes. The Directors therefore conclude  that  the
Requisition  is an attempt to gain control of the Company's strategic direction without making a general  offer
for the Company. As such, the Directors believe the Requisition Resolutions should be rejected.

5. Continuation Resolution

The Company's admission document dated 12 January 2010 contained the following statement:

      "If  the Company fails to complete any acquisition or investment as outlined above within 12 months  from
      the  date  of  Admission, the Directors will seek Shareholders' approval for the further pursuit  of  its
      investment strategy or a resolution will be proposed for a members' voluntary liquidation of the  Company
      (pursuant  to  Part IV of the Insolvency Act) and the return of funds (after payment of the expenses  and
      liabilities of the Company) to the Shareholders pro rata to their respective shareholdings."
The  12  month  period  referred to above commenced on 31 March 2010 and ends on 31 March 2011.  The  Directors
believe that the Company has made good progress in the last 12 months and the Directors are therefore proposing
to  extend  the period for the Company to complete a material acquisition or investment to 31 March  2012.  The
terms  of  the  proposed  extension are set out in Resolution 7 in the Notice of Meeting  on  page  7  of  this

6.      Irrevocable Voting Undertakings
The  Directors  are  pleased  to  report  that they have received irrevocable  undertakings  from  Shareholders
representing  approximately  45.44  per  cent. of the Company's  issued  share  capital  to  vote  against  the
Requisitioned Resolutions.

7.      Notice of Requisitioned Meeting
A  notice  convening  the  Requisitioned Meeting at which the Requisitioned Resolutions  and  the  Continuation
Resolution will be proposed is set out on page 7 of this document.

8.      Action to be taken
Shareholders,  whether  or  not they propose to attend the Requisitioned Meeting in person,  are  requested  to
complete, sign and return the Form of Proxy, in accordance with the instructions printed thereon, so as  to  be
received by the Company's registrars, Share Registrars Limited, Proxy Department, Suite E, First Floor, 9  Lion
and  Lamb Yard, Farnham, Surrey GU9 7LL as soon as possible and, in any event, by not later than 10.00 a.m.  on
29  March  2011. Completion and return of the Form of Proxy will not preclude shareholders from  attending  and
voting at the Requisitioned Meeting in person if they wish to do so.

9.      Recommendation
The  Directors believe that their broad business experience, together with their extensive network of contacts,
means  that  they  are best placed to identify, evaluate and secure appropriate acquisition  and/or  investment
opportunities for BWA.

For  this  reason and all of the reasons given above, the Directors unanimously believe that the  Requisitioned
Resolutions  are  not  in the best interests of the Company and its Shareholders and therefore  recommend  that
Shareholders vote AGAINST all the Requisitioned Resolutions to be proposed at the Requisitioned Meeting.

The  Directors unanimously believe that the Continuation Resolution is in the best interests of the Company and
its  Shareholders and therefore recommend that Shareholders vote for the Continuation Resolution to be proposed
at the Requisitioned Meeting.

The  Directors  will  be  voting against the Requisitioned Resolutions and for the Continuation  Resolution  in
respect of their own beneficial holdings of 27,063,258 Ordinary Shares, representing in aggregate approximately
25.65 per cent. of the issued share capital of the Company at the date of this document".

A  copy  of  the circular and a copy of the letter from Mr. Webb are available on the PLUS website at  Copies  of the Circular and the letter are also available free of charge to the public  during  normal
business  hours  on any weekday (Saturdays and public holidays excepted) from the offices of St Helens  Capital
Partners  LLP,  223a Kensington High Street, London W8 6SG and shall remain available for at  least  one  month
after the date of posting.

The Directors of BWA are responsible for the contents of this announcement.

BWA Group Plc:
Richard Battersby (Non-executive Chairman)                       07836 238 172
James Butterfield                                                07770 225 253
Alex Borrelli                                                    07747 020 600

Corporate Adviser:
St Helens Capital Partners LLP
Mark Anwyl or Duncan Vasey                                       020 7368 6959

Contact Information

  • BWA Group Plc