Baltimore to show shareholders the money

4 Jun 2004

Former technology dynamo Baltimore Technologies has ditched its plans to re-invent itself as a clean energy trading company and has decided instead to distribute its £28m sterling cash pile among its long-suffering shareholders.

The company’s 5,134 Irish shareholders are expected to net an average of about £200 sterling (€300) from the process.

In a statement yesterday, Baltimore’s non-executive chairman, Bijan Khezri, blamed majority shareholder Acquisitor Holdings for forcing the strategic u-turn.

“It is with regret that the Board has decided to discontinue its clean energy strategy, despite the support from independent shareholders at the EGM held on 6 May. From the outset, the execution of the clean energy strategy was predicated around an acquisition, which has proved impossible to progress in the context of Acquisitor’s disruptive actions.

“In the absence of a deliverable strategy and with no transparency around Acquisitor’s future plans for Baltimore, the Board concludes that shareholders’ interests are best served by returning their cash while preserving the Company’s listing to create future value for all shareholders.”

The statement added that Baltimore would continue to resist Acquisitor’s efforts to control the company, which it saw as detrimental to shareholders.

“The Board continues to believe that it is not in the best interests of all shareholders to allow Acquisitor to gain absolute control of the company by removing the existing directors and appointing its own nominees, without making a formal bid and offering shareholders a premium, or presenting to shareholders any concrete proposals for the future development of the company.”

However, the company extended an olive branch to its largest shareholder by saying that Acquisitor would be invited to nominate one non-executive director to the Board following the AGM in July.

The company also announced that its board would be slimmed down in keeping with the new strategy. David Weaver, Richard Eyre and James Huston have stepped down with immediate effect. John Uttley would continue to chair the Audit Committee as a non-executive director. As previously announced, Denis Kelly would be stepping down as a director at the AGM. Therefore, the Board now comprises Bijan Khezri as non-executive chairman, Andrew Hunt and John Uttley as non-executive directors and Alfredo Goyanes as chief financial officer.

The company also said that the capital reduction to enable the special dividend payment would be put to shareholder vote at the AGM and would be subject to court approval. The company said it hoped to complete the cash payout by the end of 2004 at the latest.

By Brian Skelly