Monday 28 January 2008

Letter from Bryan Sanderson

On Thursday the NRSSG received a letter from Rock Chairman Bryan Sanderson, responding to a number of points we raised in the aftermath of the recent EGM.

NRSSG founder Robin Ashby writes:
They're not necessarily great answers, but any communication is better than none. You'll have seen from my comments elsewhere that I was pleased at the spirit of the EGM and hope that we can have a new sense of common purpose going forward.

We reproduce the text of Mr Sanderson's response below:

Our question: The company has appointed Georgeson to ring shareholders at home, even though they have made clear on the calling notice what the directors position was. Why have you done that and how much money has it cost?
Bryan Sanderson: The Company thought it important that, as far as possible, the vote at the EGM represented the views of all shareholders so was keen to encourage all shareholders to vote and to help them to do so. The Company hired Georgeson because it has the resources and expertise necessary to approach shareholders, particularly the very large number of small shareholders, to encourage them to vote and give them opportunity to ask questions about the voting process. I do not think it is appropriate to disclose the amount that the Company paid Georgeson, not least because it is a confidential commercial arrangement between them and the Company, however, I can disclose that they were paid negotiated market rates which the Company wholly appropriate. In the context of the overall costs of the EGM, which you will recall was convened at the behest of two of our shareholders, the amount was small.

Our question: Will the strategic review safeguard the interests of the Northern Rock Foundation?
Bryan Sanderson: The Company is very proud of our work with the Foundation and would like to see it continue in the future. However, any decision concerning the Company's support of the Foundation must await the outcome of the strategic review process (SRP). As I stressed at the EGM -- and as the Company has announced on several occasions since October -- the SRP is expected to be completed in February. In the meantime, pending the outcome of the SRP, the Foundation's Trustees have indicated they have funds set aside to meet all of the Foundation's outstanding commitments and are keeping their priorities and budgets under review. We are encouraged by the apparent desire of HM Government disclosed in its recent announcement that the good work of the Foundation continues in all circumstances.

Our question: Why was there a significant delay in entering substantive negations with the Olivant consortium and what is the current state of these negotiations?
Bryan Sanderson: The Company's discussions with Olivant concerning its proposal were able to progress, and Olivant was able to become fully involved in the SRP, as soon as it decided to sign the form of the non-disclosure agreement that all other interested parties had signed. They did so some time after the Virgin Consortium and other interested parties had signed their non-disclosure agreements in substantially the same terms. Because of its delay in doing so, Olivant was initially behind some other interested parties but has caught up now as a result of the efforts it and we have made. Olivant is now fully engaged in the process and we are working closely with them to assist them in progressing their proposal.

Our question: How much do you expect to have to pay all the consultants and advisors supporting the strategic review?
Bryan Sanderson: As you know, the SRP is ongoing and it is therefore impossible to predict the total cost of all consultants and advisors supporting the process. I can tell you that the Company is paying its advisers negotiated market rates that it considers wholly appropriate. I would expect to be able to give you a more accurate and up-to-date figure in the documentation sent to shareholders at the time we will seek approval of the outcome of the SRP.

Our question: Chairman, will you undertake to keep the shareholders better informed about the strategic review as it proceeds?
Bryan Sanderson: As I explained at the EGM, the Company is significantly constrained by confidentiality and other legal requirements in relation to the information it is able to provide shareholders about the SRP. We are constantly monitoring our ability to provide you with information concerning the SRP and will continue to announce developments if and when we are legally permitted to do so. As we have said, as things stand currently, we expect to provide full details to shareholders when we come to them for approval of the outcome of the SRP.

Our question: Has Northern Rock approach the European Central Bank for financial support as was recently suggested by an MEP?
Bryan Sanderson: Given the Company's eligible collateral it would not have been possible to secure any meaningful advance from the European Central Bank before October 2007 and even that option is no longer possible given the terms of the Bank of England facility.


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