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ERNST & YOUNG MEETING, 19 SEPT 2005 - GUIDELINES TO SHAREHOLDERS   Message List  
Reply | Forward Message #46 of 85 |
To: All Shareholders

1) ERNST & YOUNG MEETING, MONDAY, 19TH SEPT 2005.

SLG Realisations plc (In Liquidation) ("SLG") – formerly
SmartLogik
Group plc

Venue and Time of Meeting

The meeting of the members of the above Company will be held at the
offices of Ernst and Young LLP, 1 More London Place, London, SE1 2AF
at 11.00am.

PLEASE DO TRY TO ATTEND THE MEETING, ESPECIALLY IF YOU ARE IN OR
AROUND LONDON.

So far, we have received 61 replies to our recent e-mail on the
forthcoming Ernst & Young meeting. Also, our mini poll of the Action
Group membership is indicating that around 55% of 35 shareholder
respondees did not receive the letter from Ernst & Young (some of
these will be people in nominee accounts, but shareholders listed
individually on the register of shareholders did not receive the
letter either). These replies have come from shareholders from all
around the world, e.g. UK, USA, Israel, Thailand and other places. All
of these have let us know that for various reasons they are unable to
attend the meeting in London. Some have asked how to vote by proxy and
show support for the solidarity of the shareholders. And, a few that I
am aware of have sent e-mails directly to Luke Mann at Ernst & Young,
for example, here is an e-mail sent by a shareholder to E&Y last week:


"Dear Mr Mann,

I regret I did not receive any communication about the meeting called
to continue with the winding-up of Smartlogic, of which I was a
shareholder. In your capacity as liquidators I trust you will report
on the veracity of the price paid for the assets and intellectual
property rights of the company. On the correctness of the directors
disposing of these assets without seeking the consent of the
shareholders and of the failure of these directors to produce accounts
for the last period of operation including the usage of the large
capital sum raised and at their disposal.

Should Justin Jones be at the meeting I should like to give him access
to my proxy vote and/or it be put at the disposal of any other
shareholder that he should nominate to use his and committed proxies
to him.

My thanks"


Accordingly, we urge ALL shareholders to vote by proxy if they are
unable to attend the meeting in person. THE SIMPLEST WAY TO DO THIS IS
FOR YOU TO REPLY TO THIS E-MAIL TO LET ME KNOW IF YOU WILL LET ME ACT
AS YOUR PROXY. PLEASE INCLUDE YOU NAME AND ADDRESS IN YOUR E-MAIL.

Alternatively, the Ernst & Young proxy form can be downloaded at this
link:

http://www.slk-action-group.com/EandYproxyform.pdf


It will take some time to download depending on the speed of your
Internet connection. It is an Adobe Reader .pdf file – if you
don't have Adobe Reader to read the file, you can download a free copy of this
program from the Adobe website at the following link:

http://www.adobe.com/products/acrobat/readstep2.html

Then, follow the installation instructions that come with the
download.


Please print it out and fax back to Justin Jones on fax number 0870
135 1308 (don't forget the international code - 44 - if you are
outside the UK). I will be attending the meeting and can act as your
proxy. If you do not have access to fax, please post it to the
following address and send me an e-mail to let me know you are doing
this:

Administration Department,
SmartLogik Action Group,
33 – 39 Bridge Road,
Wembley Park,
Middlesex HA9 9AF
England UK



According to Ernst & Young, there is no actual resolution to vote on.
Although they did tell a shareholder that it was to continue with the
winding up of the business, as recommended by them and they regard
this as a legal formality. However, the contents of their letter do
not make this at all clear. It is difficult to understand why Proxy
voting forms have been sent out, unless perhaps a motion is proposed
and allowed at the meeting. Even so, it is a chance for the
shareholders to register a protest vote to further promote our message
to them; hence we believe it is worthwhile for all shareholders to
vote – the more the better.

We give the following guidelines to shareholders.

I intend to re-iterate to Ernst & Young that as a result of the
actions of the SmartLogik directors and their advisors, the
shareholders have lost all of their investment in this company under
suspicious circumstances and a failure in corporate governance. As
official liquidator, Ernst & Young has a duty of care to represent our
interests, especially when millions of shareholder money was
squandered so quickly by SmartLogik. Ernst & Young have received
numerous complaints from the shareholders over the last 3 years,
pointing out our extreme concerns at these events. The liquidation
process has produced a good return for the creditors (75 pence in the
British pound), but absolutely nothing for the shareholders. In
addition, Ernst & Young have charged high fees for this work – GBP
177,832 since 21 May 2002 with a further GBP 97,705 estimated to be
charged in the future.

A shareholder, who also is a retired accountant, has made the
following observations on the recent letter from Ernst & Young:

"What was SLG2 and why did it exist?

How did it owe £16.7 m to SLG Realisations plc?

Why did it need an independent investigation to come up with a
reconciled figure some £3m less?

Does that infer that proper accounting records were not maintained by
SLG2 or, for that matter by SLG plc?

Can we have details of the principal transactions within SLG2 during
2001/2?

LB states herself in her letter of 19th August......"given the impact
of this intercompany balance on unsecured creditors" i.e. the
shareholders. Surely we are entitled to have the answers.

It seems to me that we had several "BLACK HOLES" viz SmartLogik Group
plc and SLG2 where some £20/30 m has disappeared."



I will propose that Ernst & Young should do the following for the
shareholders of SmartLogik Group plc:

1) To support the shareholders of SmartLogik Group plc in a claim
against the directors and their advisors based on breach of duty, in
particular why the assets were sold for such a low price without
shareholder approval and why audited accounts for the business were
never published. Such a claim would have to be brought by Ernst &
Young on behalf of the Company - they have the power to do this and
assign the damages to the shareholders.


2) To publish independently audited accounts for 2001 and the period
up to end April 2002. I will remind them that the waiver enabled the
board to avoid publishing the 2001 accounts by just one day and that
the directors also had stopped quarterly reporting of finances;
consequently, the shareholders still have no idea what happened to
their money. The special circumstances for getting these accounts
analysed are that thousands of shareholders have lost all of their
investment and millions of company funds have been lost under
suspicious circumstances that require urgent investigation by the
authorities.


3)I will ask Ernst &Young to uphold the fundamental rights of
shareholders to have high standards of corporate governance:

· Accountability. Why has nobody yet been held to account
over the scandalous events at Smartlogik?

· The Right to Vote. The waiver took away our fundamental
right to vote in an EGM over the sale of the core assets of
SmartLogik, with the result that they were sold for just £1.75
million and without shareholder approval.

· Financial Visibility. We still have not been allowed to
see audited accounts for the SmartLogik business. What happened to the
£12 million raised from the markets at the start of SmartLogik? What
happened to the £7 million per annum revenue?

· Corporate Governance. The standards of corporate
governanceat SmartLogik were so poor that it beggars belief. I will ask Ernst
if they have a duty to investigate when there has been a seriousbreakdown in the
standards of corporate governance at a company they administer and if not, why
not? Regular and accurate reporting of
finances is absolutely central to this and we have never seen audited
accounts for the business. I will ask them what signal this sends to
investors in the stock market and whether they believe it could be
damaging to confidence in the markets?



2) Shareholders in the USA and other countries. Please give me your
authority to act as your proxy as explained above.



There will be an announcement regarding this meeting in Shares
Magazine, out this Thursday in all leading newsagents.

PLEASE DO TRY TO ATTEND THE MEETING, ESPECIALLY IF YOU ARE IN OR
AROUND LONDON.



Best regards,



Justin Jones
For SmartLogik Action Group

http://www.slk-action-group.com

E-mail: admin@...

Tel: +44 (0)7871 489739








Mon Sep 12, 2005 11:28 am

smartlogikac...
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Forward
Message #46 of 85 |
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To: All Shareholders 1) ERNST & YOUNG MEETING, MONDAY, 19TH SEPT 2005. SLG Realisations plc (In Liquidation) ("SLG") – formerly SmartLogik Group plc Venue...
SmartLogik Action Group
smartlogikac...
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Sep 12, 2005
11:59 am

Justin I am faxing through a proxy in respect of my shareholding. I did receive the original E&Y letter and proxy but dont have it with me at the moment, so am...
PSTEINER@...
slartibart_00
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Sep 12, 2005
10:16 pm
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