Promethean PLC Sale and purchase agreement signed for T.I.S Group (4826R)
19 Noviembre 2012 - 9:27AM
UK Regulatory
TIDMPTH
RNS Number : 4826R
Promethean PLC
19 November 2012
19 November 2012
Promethean announces sale and purchase agreement signed for
T.I.S Group
Promethean plc ( "Promethean" or the "Company") is pleased to
announce the exchange of contracts for the conditional sale of
Promethean Investments Fund LP's (the "Fund") investment in T.I .S
Group ("TIS") to the Protected Asset Tep Fund plc ("PATF").
Promethean is the sole limited partner and beneficiary of the
Fund.
The sale of TIS is consistent with Promethean's stated intention
of realising its remaining investments on or before 31st December
2012 and the Board of Promethean PLC believes that the proposed
transaction offers an attractive opportunity. Completion of the
sale of TIS to PATF is subject to the satisfaction of various
conditions, including the passing of a number of resolutions at a
class meeting of the holders of PATF participating shareholders
scheduled to be held on 14th December 2012.
PATF is an open ended investment company domiciled in the Isle
of Man with net assets of approximately GBP187m. PATF's current
investment strategy is to invest in a diversified portfolio of
traded endowment policies ("TEPs") and is one of the world's
largest TEP funds. Further information on PATF is available at
http://www.pdlinternational.com/products/protected-asset-tep-fund-plc.aspx.
It is anticipated that the sale will complete (subject to the
conditions mentioned above being met) on 18th December 2012. If the
sale of TIS is completed, the consideration due to the Fund is
GBP10.7 million which will equate to approximately 23 pence per
Promethean share. The consideration will be payable by the issue of
shares in PATF to the Fund.
The shares issued as consideration will be spread pro-rata
across the sub-funds of PATF, which comprise Sterling, US Dollar
and Euro denominated sub-funds. The shares will be distributed from
the Fund to the Company as soon as practical following completion.
Under the terms of the sale agreement, these shares cannot be sold
back to or redeemed by PATF for a period of two years from the date
of issue (the "Lock-in Period").
It is the intention of Promethean to distribute the PATF shares
to the shareholders of Promethean pro-rata to their shareholdings,
who will be bound by the terms of the Lock-in Period although
shareholders may sell or transfer their shares in the secondary
market. It should however be noted that the shares are not listed
on any market but shareholders can sell or transfer their shares in
any secondary market available to them.
Due to the materiality of the value of TIS in the Fund's Net
Asset Value, the outcome of the PATF/TIS sale process will have a
material effect on Promethean's Net Asset Value.
Conditional on a successful conclusion to the TIS sale process,
the Board of Promethean will be putting forward a number of
resolutions at its forthcoming AGM to be held before 31st December
2012. These resolutions will allow shareholders to vote on the
ultimate wind-up of the Fund and the subsequent return of the
remaining capital of Promethean to its shareholders.
It is anticipated that a further announcement will be made on
18th December 2012 which is the expected completion date for the
sale of Promethean's investment in TIS.
Enquiries:
SP Angel: Jeff Keating - +44 (0)20 3463 2260
This information is provided by RNS
The company news service from the London Stock Exchange
END
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