CPE Charter Euro.

 
TIDMCPE 
 
Midas Investment Management Limited 
 
 Response to the announcement by the board of Charter European Trust plc on 14 
                                 October 2011. 
 
Midas Investment Management Limited ("Midas") has 5,605,745 shares in Charter 
European Trust plc ("CPE" or the "Company") under its management, representing 
25.37 per cent of the issued share capital of the Company. 
 
Midas notes the lengthy announcement made by the Board of CPE and would like to 
make the following clarifications: 
 
 
"the Board can only conclude that Midas... in requisitioning the GM, is seeking 
to alter the voting methodology of the AT savings scheme in order to enhance 
the influence of Midas' own vote..." 
 
The Board is correct.  Currently holders of shares within the share savings 
scheme operated by Alliance Trust Savings Limited on behalf of the Company are 
in a position where they may control more than one vote for each share they 
own.  We believe that this is undemocratic, inequitable and could prejudice the 
position of other shareholders.  Midas believes in the principle of one share 
equals one vote. 
 
It is as simple as that.  If shareholders agree with the principle of one share 
should equal one vote, then they should vote for our proposal. 
 
 
"the Board has made it clear to Midas' advisers that it is prepared to amend 
the existing arrangements with Alliance Trust so as to disapply the scaling-up 
provisions under the AT Savings scheme...relatin g to the Board's Reconstruction 
Proposals." 
 
That's sounds to us like the Board are actually trying to "alter the voting 
methodology of the AT savings scheme", not us.  How can it be democratic to 
amend this voting system for the Board's proposals BUT NOT for anyone else's 
proposals?  This sounds to us a little like democracy a la North Africa. 
 
This voting system is either right or wrong.  It should not be switched on and 
off to suit the Board. 
 
 
"Midas has been aggressively acquiring Shares" 
 
Presumably from shareholders who have been "aggressively" selling their 
shares.  Why may that be? 
 
 
"The Board has always been very cost conscious and very much resents the ad 
ditional cost of some GBP150,000...which Midas is foisting on the Company..." 
 
Nonsense.  All the Board had to do to avoid the cost of convening a general 
meeting was cancel this inequitable voting scheme (like Alliance Trust plc 
themselves did) and as the Board seem only too keen to do when its relates to 
their own proposals.  Coupling "cost conscious" in the same sentence as "GBP 
150,000" for one meeting we have had with the Board, a handful of telephone 
conversations and the preparation of a straight forward 12 page document is a 
ridiculous contradiction. 
 
 
"the Company had failed to attract sufficient new long term investors and that 
it remains small in size...Accordingly, the Board announced that it would examine 
and evaluate the options...Midas has repeatedly refused to engage with the Board 
further in relation to potential reconstruction proposals for the Company." 
 
It is very easy for the Board to paint Midas as obstructive but if that is so, 
why is it that all these proposals from the Board occurred AFTER Midas acquired 
its shares?  Surely the Company was "small in size" BEFORE Midas bought its 
shares, so why didn't the Board make these proposals then? 
 
Should we all be able to resolve this matter in a satisfactory way, Midas will 
be only too keen to support sensible and fairly presented proposals to return 
capital back to shareholders.  After all, Midas presented this idea to the 
Board. 
 
 
And on and on it goes... 
 
In our opinion, all the rest of the Board's announcement is irrelevant to our 
request to shareholders to support us and vote for the abolishment of this 
inequitable voting scheme.  We urge shareholders to not get distracted by all 
these other unrelated matters. 
 
The key question for shareholders is simple. We requisitioned a General 
Meeting, firstly to encourage the board to abolish the "scaled up" voting 
arrangements and, secondly (if the board refused) to seek other shareholders' 
support for the following resolution to abolish an undemocratic and inequitable 
voting scheme. 
 
Our resolution is as follows and we urge all shareholders to VOTE FOR our 
resolution: 
 
Special Resolution: 
 
 1. THAT the directors are directed and required to take all steps immediately 
    following the passing of this resolution to ensure that (a) the 
    arrangements in place between the Company and Alliance Trust Savings 
    Limited relating to share plans, savings schemes and/or related matters 
    (the "Schemes") in respect of the Company's share capital are amended as a 
    matter of urgency with the result that such arrangements no longer provide 
    for or entitle the registered shareholder under the Schemes to exercise any 
    votes on behalf of participants in the Schemes unless such participants 
    have given specific instructions to Alliance Trust Savings Limited (or the 
    relevant nominee) as to how the votes attached the relevant shares should 
    be cast in respect of a particular resolution; and (b) to the extent not 
    already provided for by (a) of this resolution, the provisions in the share 
    savings scheme operated on the Company's behalf by Alliance Trust Savings 
    Limited be amended so that (i) they provide for the exercise of voting 
    rights only in accordance with the specific instructions of participants in 
    the scheme; and (ii) any scaling-up voting provisions contained therein are 
    abolished and of no further effect; and (c) the Company announces as soon 
    as the changes under (a) and (b) have been implemented. 
 
For further information, please contact: 
 
Midas Investment Management Limited 
 
Tel: 0161 242 2895 
 
research@midasim.co.uk 
 
 
 
END 
 

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