Ann: S/HOLDER: RNS: RNS - Letter to Shareholders

• Release Date: 21/03/13 18:37
• Summary: S/HOLDER: RNS: RNS - Letter to Shareholders
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RNS
21/03/2013 16:37
S/HOLDER

REL: 1637 HRS Renaissance Corporation Limited

S/HOLDER: RNS: RNS - Letter to Shareholders

Dear Shareholder

Renaissance holds it's AGM next Thursday, March 28 2013.  You will have
received notice of that meeting.
Your directors feel it is important to draw your attention to the following
developments regarding the re-election of directors and urge you to attend
the meeting in person or send a proxy in the manner explained at the end of
this letter.  This matter requires your prompt attention.
Last years AGM
At last years AGM two significant shareholders lodged proxy votes against the
re-election of Richard Ebbett and Ron Halls, the two directors standing for
election.  The proxy votes were presented, without any prior discussion, the
day before the AGM.  Neither of the proxy holders spoke at the meeting so
shareholders were not given the reason for their stance.  From subsequent
discussions your board understands the dissenting votes reflected
dissatisfaction with "historic performance" of the company although this
doesn't explain the vote against Ron Halls, who had joined the board just two
months beforehand.
If that proxy vote had succeeded, the Renaissance board would have been
inquorate.  This means that it would be unable to make any decisions
regarding the business until it had appointed two new directors.  It could
well take some time to find appropriate, qualified people, who are willing to
take up that role.  Shareholders would have had no say in this process.  In
the event the standing directors were narrowly elected.  At the time
Renaissance was beholden to its bankers and Apple, its major supplier. The
loss of their confidence and support would have been disastrous for all
shareholders.
This year's AGM
This year Clive Lewis, a former executive director of the company and one of
last year's dissenting proxy holders (with a 4.9% vote), has nominated Robert
Bijl to be a director. We understand that Nicki Woods will support Robert.
Nicki is the widow of Murray Woods, our former director who died in the
Christchurch earthquake.  She controls 13.9% of the shares.  Robert Bijl has
had a long association with the Woods family.  The Estate of Murray Woods,
was the other shareholder recording a dissenting vote last year.
From discussions around Robert Bijl's nomination this year, we have been led
to believe that the same two shareholders will again vote against both
directors, who are up for re-election , namely Colin Giffney and Mal
Thompson.  They have been soliciting support for their approach from
shareholders.
If Lewis and Bijl/Woods vote in this way, Renaissance could again be
inquorate, or require another independent director.  It has the potential to
lead to a dysfunctional and divided board and this cannot be in shareholders'
best interests.
The 'strategic review'
The board initiated a 'strategic review' in September last year.  The board
recognized the Company's vulnerability to takeover and a share price that did
not reflect underlying value.  The review being undertaken in conjunction
with Grant Samuel has considered many alternative proposals.  This AGM is
being held on the last day that it can be under statute.  We delayed the date
as long as we could, hoping that proposals arising from the 'strategic
review' would have been sufficiently advanced to be put to shareholders.
This has not and will not happen before next week's meeting.
The strategic review is all about maximising shareholder value from our two
remaining businesses, whether under existing ownership or in conjunction with
other parties.Negotiations are at a very sensitive stage.  We hope to be in a
position 2 to 4 weeks after the AGM to put some concrete proposals to
shareholders.  If these sensitive negotiations are disrupted by the removal
of key directors with all that this implies the ensuing loss of shareholder
value could be considerable.
Your directors' view
Your directors unanimously agree it is in shareholders' best interests to see
the current course being pursued under the strategic review through to its
conclusion and that this will be derailed if those directors up for
re-election are not retained.  Colin Giffney has clearly expressed his desire
to stand down at an appropriate time.  He accepts that with the above process
underway, a process he is leading, the AGM is not the right time.  He will
retire as soon as shareholders have had a chance to vote on specific
recommendations.  At that time the director requirements for the company
going forward will be clearer and an orderly transition to a new board can be
made.
We invited Robert Bijl to join the board of Renaissance in mid-2011.He
declined.Obviously we were happy at that time to see Robert as a director and
while some of the actions since have been difficult to understand we believe
it is in the best interests of the Company for him to join the existing
board.If we can get resolution of what the significant shareholders want, it
might help the Company move forward.
Conclusion
Renaissance is not owned or controlled by the small number of significant
shareholders.  Other shareholders hold 60% to 70% of the shares.  It is time
to have your say.
We urge you to submit your proxies in favour of all directors standing for
election to the board.
To be valid, the form appointing the proxy, duly completed and executed, must
be received by Renaissance c/- Computershare Investor Services Ltd, Private
Bag 92119, Auckland 1142, not less than 48 hours before the commencement of
the meeting (i.e. by 10am on Tuesday 26 March).  Alternatively, shareholders
can appoint a proxy online at www.investorvote.co.nz before 10am on Tuesday
26 March.  Time is of the essence.

Signed by the directors of Renaissance Corporation Limited
?     ?
Colin Giffney, Ron Halls,
Richard Ebbett, Mal Thompson
End CA:00234421 For:RNS    Type:S/HOLDER   Time:2013-03-21 16:37:47