Investors wanted to address the 'call option' held by its investment adviser, which has created a "deterrent to potential bidders for the company's assets, thereby depressing the value of the company," said Chairman Robert Naylor, who joined the board in November after a shareholder revolt in October forced the fund to reorganise its business.

The new board proposes to amend the articles of the company to enshrine the payment of a fee of up to 20 million pounds ($25.37 million), a form of "cost protection" to any prospective offeror who may approach the board seeking to make an acquisition on terms recommended by the board, it said.

($1 = 0.7882 pounds)

(Reporting by Yadarisa Shabong in Bengaluru; Editing by Rashmi Aich)