Lecram Holdings Limited, beneficial owner of a 5.16%% stake in Purplebricks, has written to the Board of the Company to requisition a General Meeting where it will propose that Paul Pindar, chairman of Purplebricks, is removed and Harry Hill, former Chairman and CEO of Countrywide and co-founder of Rightmove, is appointed to the Board.
Under the Companies Act 2006, Purplebricks has three weeks to respond to the letter, which was sent yesterday (8 November 2022), and has to hold the GM within another four weeks.
Lecram first contacted Pindar in July requesting that he step down as Chairman. However, he has thus far refused, which has led to the GM being requisitioned.
In the letter to shareholders supporting the requisition, Adam C Smith of Lecram, highlighted the continued loss of investors’ money at Purplebricks, adding: “I believe strongly that a new Chairman is required now to restore the Company’s credibility with all its stakeholders and to support its executive management team through the challenges which they will face in the medium term.”
Lecram proposes that Harry Hill joins the Purplebricks Board, with the recommendation that he becomes Chairman. Mr Hill spent 20 years building up Countrywide, which was sold for £1bn, and in his time there helped found Rightmove, which now has a market value of over £4bn.
Smith added: “Harry is an extremely experienced director with an intimate understanding of the UK property market. He has an excellent and relevant track record of performance which is exactly what Purplebricks needs right now.”
Harry Hill commented: “There is a fantastic opportunity for Purplebricks to turn itself around and be a real force in the estate agency business. Unfortunately, much of the goodwill, and a large amount of shareholders’ money, has been squandered in recent years and that’s why I believe that by being on the Board, my extensive experience in estate agency and proptech can contribute towards Purplebricks getting back on track, stemming the cash burn and finally delivering for investors.”
Receipt of Requisition Notice
On 8 November 2022, the Board of Directors of Purplebricks says that it received a letter from Huntress (CI) Nominees Limited, acting for and on behalf of Lecram Holdings Limited, seeking to requisition a general meeting of the Company.
The Board is in the process of reviewing the legal validity of the Requisition with its advisers and will make further announcements regarding the convening of a general meeting in due course.
The Requisition proposes that shareholders be asked to consider resolutions to remove Paul Pindar as a director of the Company, and to appoint Harry Douglas Hill as a director of the Company. It suggests that Harry Hill, if appointed, is made Chairman of the Board by the other directors of the Company.
The Board reaffirms its support for Paul Pindar as a director of the Company and Chairman of the Board and believes that Paul has the continued support of a number of major shareholders. This includes Axel Springer SE, a 26.5% shareholder in the Company, which has confirmed it remains supportive of Paul and intends to vote against the proposed resolution for his removal as a director of the Company.
The Board is firmly of the view that the Board changes proposed by the Requisition are not in the best interests of the Company or its shareholders. Within the Company’s FY22 results announcement, published on 2 August 2022, a clear plan was set out to improve business performance, return to positive cash flow and profitability, and build a scalable business model. The Board considers that Lecram Holdings Limited’s decision to lodge the Requisition is disruptive when the Company and its executive team are focused on delivery of this turnaround plan.
The Board recognises that having the right blend of skills and capabilities within the Board is beneficial to support the executive team and is key to delivering the performance improvement. On 1 October, Adrian Gill and Gareth Helm, both highly experienced executives with property and marketing expertise, joined the Board as non-executives. Dominique Highfield was also recently appointed as CFO on 1 November. Following these appointments, the Company is benefitting from the leadership of a well-functioning and capable Board, with a clear plan to improve performance and support from its major shareholders, including Axel Springer SE.
Further announcements will be made as appropriate.
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