Investment West Midlands plc

December 23, 2008 10:25 ET

Supplementary Letter to Shareholders

                                  INVESTMENTS WEST MIDLANDS PLC ("IWM")
The  Directors  of  Investment West Midlands Plc have sent the following  letter  to  shareholders

the  action to be taken, you should immediately consult your bank manager, stockbroker, solicitor,
accountant  or  other independent financial adviser authorised pursuant to the Financial  Services
and Markets Act 2000.

If  you  have  sold or otherwise transferred all of your shares in Investments West  Midlands  plc
("the Company"), please send this document and accompanying documents, as soon as possible, to the
purchaser  or  transferee  or to the stockbroker, independent financial adviser  or  other  person
through whom the sale or transfer was effected for delivery to the purchaser or transferee.

                                   INVESTMENTS WEST MIDLANDS plc
                      (Registered in England with registered number 05455923)

                                                                                Registered Office:
                                                                                56 Kenilworth Road
                                                                                    Leamington Spa
                                                                                          CV32 6JW
                                                                                  23 December 2008

Dear Shareholder,

You will have received various communications during the last few weeks in view of which I thought
I  should  write  to you to clarify the position from the Directors' point of view,  and  also  to
correct several statements and assumptions which have been put before you.

First  of  all,  we  have  always made it clear that, although there is provision  for  Directors'
remuneration payable on completion of an acquisition, such payment would be negotiable at the time
and  subject  to agreement with the vendor company and the Shareholders. In order  to  remove  any
shadow  of  doubt  on  this  subject, Gordon Harvey, John Green and I  have  formally  waived  our
entitlement to this accrual and therefore it has been written back into the accounts for the  year
to  31st  May 2008. These accounts are due to be posted to you during the course of the  next  few

It  is  often  said that there is an element of luck in finding a good acquisition  at  the  right
price. I can assure you that we have continued throughout the life of the Company to search for  a
suitable  candidate  and  have  been very close to completing  several  deals  during  that  time,
including one within the last six months.

This  autumn, we have been working to put together three companies in the care services  industry,
the  combination  of  which  should represent a good investment. The businesses  are  pretty  much
recession proof, cash generative and growing. We have been moving fast in the hope that this could
have  been presented to Shareholders before the agreed deadline end December 2008. However, as  is
often the case, negotiations have taken longer than expected. The current winding up proposals put
forward  by  Woodland  Capital  Limited  and Brett Miller  have  not  been  helpful  during  these

I  hope  you  will  now  understand why we have put forward resolution 4 to be  considered  as  an
alternative at the extraordinary general meeting to be held on 7th January. The intention of  this
is  simply  to  give  us time to negotiate and, if in the best interests of the  Company  and  its
shareholders, complete the deals to which I have referred above. It would be a pity to  miss  this
opportunity  for  the  sake of a few weeks. If completed, this would at least  give  the  original
shareholders  the potential for a profitable investment. The immediate winding up,  on  the  other
hand,  would produce a profit for only Woodland Capital Limited and Brett Miller who were able  to
buy shares in the market at a substantial discount to the asset value.

If,  for any reason, none of these acquisitions is completed by the end of April 2009, your  Board
agrees that we would then make proposals to wind up the Company and distribute the capital back to
all Shareholders.

In  case  you have already voted in favour of resolutions 1, 2 and 3, and now wish to support  the
Directors to proceed as above, you can update your decision by voting AGAINST resolutions 1, 2 and
3  but FOR resolution 4 on the enclosed additional "Form of Proxy" and forward it to the Company's
registrars,  SLC Registrars Limited, Thames House, Portsmouth Road, Esher, Surrey,  KT10  9AD,  to
arrive not less than 48 hours before the time appointed for holding this meeting.

Yours faithfully,

John Wheatley

Please tick this box if this Form of Proxy replaces an existing Form of Proxy filed.

For  use at the Extraordinary General Meeting of Investments West Midlands plc ("the Company")  to  be
held  at  the offices of Martineau, Solicitors, No. 1 Colmore Square, Birmingham B4 6AA on  7  January
2009 at 12 noon.

                                                                                                      I/We     .
(Block Capitals please)
                                                                                                   of being
a shareholder(s) of the above-named Company, appoint the Chairman of the Meeting or ..............................................
for the following number of ordinary shares
to  act as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of
the  Company  to be held at the offices of Martineau, Solicitors, No. 1 Colmore Square, Birmingham  B4
6AA   at 12 noon on 7 January 2009 (see note 1 below) and at every adjournment thereof and to vote for
me/us on my/our behalf as directed below.

Please indicate with an 'X' if this is one of multiple proxy instructions being given

Please indicate with an 'X' in the space below how you wish your vote to be cast. If no indication  is
given your proxy will vote for or against the resolution or abstain from voting as he thinks fit.

The proxy is directed to vote as follows:

Ordinary Resolutions                          For                Against            Vote Withheld

1. To remove John Stefan Wheatley as a                                                    
director of the Company.
2. To appoint Gavin John Burnell as  a                                                    
3.  That the board of directors of the                                                    
Company  take all necessary  steps  to
wind  up  the  Company and  distribute
cash to shareholders.
4.  Further  to extend  the  24  month                                                    
period  referred to in  the  Admission
document   and   to   authorise    the
directors  to  continue  to  seek  out
potential  acquisition  or  investment

Signed ............... Dated ................ 2009


1.          The  notice of the meeting is set out in the circular to shareholders of the Company dated
            10 December 2008.

2.          If  any  other proxy is preferred, strike out the words "Chairman of the Meeting" and  add
            the  name  and  address of the proxy you wish to appoint and initial the  alteration.  The
            proxy need not be a member.

3.          You  may  appoint more than one proxy provided each proxy is appointed to exercise  rights
            attached  to different shares. You may not appoint more than one proxy to exercise  rights
            attached to anyone share. To appoint more than one proxy, (an) additional form(s) of proxy
            may be obtained by contacting the Company Secretary at the registered. Please indicate  in
            the box next to the proxy holder's name the number of shares in relation to which they are
            authorised to act as your proxy. Please also indicate by ticking the box provided  if  the
            proxy instruction is one of multiple instructions being given

4.          Any alterations to the form should be initialed.

5.          If  the  appointer is a corporation this form must be completed under its common  seal  or
            under the hand of some officer or attorney duly authorised in writing.

6.          The  signature  of anyone of joint holders will be sufficient, but the names  of  all  the
            joint holders should be stated.

7.          To  be  valid, this form and the power of attorney or other authority (if any) under which
            it  is  signed, or a notarially certified copy of such power must reach the registrars  of
            the  Company, SLC Registrars, Thames House, Portsmouth Road, Esher, Surrey KT10  9AD,  not
            less  than  forty-eight  hours  before  the time appointed  for  holding  the  meeting  or
            adjournment as the case may be.

8.          The  completion  of this form will not preclude a member from attending  the  meeting  and
            voting in person.

The Directors of the issuer accept responsibility for this announcement.

For more information, please contact:
Investment West Midlands Plc
John Wheatley:  01905 773143

Contact Information

  • Investment West Midlands plc