TIDMOPF
RNS Number : 0591E
Off-Plan Fund Limited (The)
31 March 2011
AIM: OPF 31 March 2011
THE OFF-PLAN FUND LIMITED
(the "Company")
Approval of Proposed Continuation, Partial Redemption of
Participating Shares, New Investing Policy and Change of Name
HIGHLIGHTS
-- Continuation Resolution and related Resolutions approved
-- Approximately GBP1.43 million to be returned to
shareholders
-- New investing policy focusing on waste/waste to energy sector
approved
-- Brian Howard, who has 25 years' waste management and
recycling industry experience, to be appointed as a Non-executive
Director
-- New name of "Cholet Investments plc" to be adopted
Further to the announcement on 8 March 2011 and the posting, on
the same date, of a circular to Members detailing the proposed
redemption of a substantial majority of the Company's shares and
proposals to give Members the option to vote on whether the Company
should continue as an investing company (with a new investing
policy) (the "Circular"), the Company is pleased to announce that
all resolutions proposed at today's EGM were duly passed.
Save where the context requires otherwise, defined terms used in
this announcement have the same meaning as given in the
Circular.
Partial Redemption
Following the passing of the relevant Resolutions and having
received elections from shareholders, 90.6 per cent. of
Participating Shareholders' existing holding(s) in the Company will
be redeemed with effect from 1 April 2011. The Company proposes to
redeem a total of 2,020,754Participating Shares at 71 pence per
share representing an aggregate redemption of GBP1,434,735.34. The
redeemed shares will be cancelled in accordance with the relevant
provisions of the Companies (Jersey) Law 1991.
As set out in the Circular, a capital reorganisation was
proposed (and has now been approved) which will have the effect of
replacing each remaining share in issue with 10 new shares, the
effect of which can be seen in the table below.
No. of Participating Shares to be redeemed 2,020,754
Redemption price 71p
Approximate resulting cash redemption GBP1,434,735
Approximate percentage of Fund's cash assets
distributed 90%
Approximate remaining cash assets of the
Company GBP160,000
Total number of Participating Shares remaining
prior to the capital reorganisation 209,883
Total number of new ordinary shares in issue
following the capital reorganisation 2,098,830
If Members hold their Participating Shares in certificated form,
they should receive new certificates shortly setting out their
resultant holdings following the Redemption. Existing share
certificates will cease to be valid at 6pm today. Payment will be
made by way of cheque sent via registered post to each Member's
address stated on the register of members. It is anticipated that
cheques will be posted within 7 business days of the redemption
date.
Members that hold their Participating Shares in certificated
form, who are concerned that the register of members may contain
incorrect details concerning, amongst other things, their address,
should contact Capita Registrars, the Company's registrars, using
the following number 0871 664 0330 from the UK or + 44 208 639 3399
from overseas.
If Members previously held their Participating Shares in CREST,
the new ordinary shares will be available for transactions with a
new ISIN number JE00B5NFKB77. The Redemption proceeds will be
remitted to CREST members within 7 business days of the redemption
date.
Following completion of the Redemption, the Fund's entire issued
share capital will comprise a total of 2,098,830 new ordinary
shares which will be admitted to trading on AIM on 1 April
2010.
JFSC Consent
In order for the Company to be able to continue, the consent of
the JFSC is required to allow the Company to be deregulated and
therefore reclassified as a Jersey registered ordinary operating
company as opposed to being structured as a Collective Investment
Fund. This consent from the JFSC was received today.
Change of name
The Company's name has been changed to Cholet Investments plc,
however, pending receipt of a change of name certificate from the
JFSC Companies Registry, the new ordinary shares will continue to
trade under the Company's existing name. A further announcement
will be made in due course.
Board changes
Following the passing of the Resolutions at the Extraordinary
General Meeting and as set out in the Circular, Donald Reid has
stepped down as a director of the Company and Brian Howard will be
appointed to the Board as a Non-executive Director shortly.
New Investing Policy
The Company will continue as an "investing company" for the
purposes of the AIM Rules but will have a new objective which would
be to make an acquisition or acquisitions which would constitute a
reverse takeover under Rule 14 of the AIM Rules within 12 months of
the date on which the Company completed its divestment of all of
its property assets (i.e. the date of the receipt of funds pursuant
to the insurance claim for deposits paid in respect of Canon House,
Wallington announced on 24 November 2010).
The Company has adopted the following new investing policy:
"The Directors intend to seek to acquire a company/business or
companies/businesses in the waste/waste to energy sector in
exchange for the issue of Ordinary Shares. Such acquisition(s) will
constitute a reverse takeover under Rule 14 of the AIM Rules and be
completed within 12 months of the Effective Date. Suitable targets
could be companies/businesses which have one or more of the
following characteristics:
(a) established and reliable access to waste feedstock;
(b) transfer stations and/or treatment plants which have
significant waste volume throughputs or the ability to process
suitable volumes and types of waste; and/or
(c) the ability to operate successfully as suppliers of feed
stock to the emerging new generation of plants that will depend on
renewable sources of fuel.
Owing to changes in regulation, which have become more onerous
over the last decade, the Board believes that following any initial
transaction, the Company may be able to use a combination of cash
and/or shares to acquire other complementary businesses creating
economies of scale.
However, these criteria are not intended to be exhaustive and
the Company may make an investment which does not fulfill all of
the investment criteria or indeed may fall into the wider
environment or resource sectors, if the Directors believe it is in
the interests of Members as a whole to proceed with such an
investment."
Any such acquisition by the Company will be required to be put
to Members for their approval at the appropriate time.
Neither the Company nor any of its advisers are in discussions
with any potential acquisition targets and there is no guarantee
that the Company will make a successful acquisition. Under the AIM
Rules, the Company will have to complete an acquisition or
acquisitions constituting a reverse takeover within 12 months of
the date on which the Company completed its divestment of all of
its property assets (i.e. the date of the receipt of funds pursuant
to the insurance claim for deposits paid in respect of Canon House,
Wallington announced on 24 November 2010) or trading in the
Participating Shares on AIM will be suspended for up to six months.
If a reverse takeover has not been completed on the expiry of that
6 month period, the Company's admission to AIM will be
cancelled.
List of Contacts:
Development Capital Management
Andy Gardiner
Tom Pridmore
020 7355 7600
Merchant Securities Limited
(Nominated Adviser and Broker)
Bidhi Bhoma/Simon Clements
020 7628 2200
This information is provided by RNS
The company news service from the London Stock Exchange
END
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