Proposal for voluntary winding up
17 Febrero 2009 - 5:18AM
UK Regulatory
TIDMTAR
Third Advance Value Realisation Company Limited
Recommended proposal for voluntary winding up
The Company has today posted a circular to Ordinary Shareholders
convening an Extraordinary General Meeting of the Company, to be held
at 12.00 noon on 12 March 2009, at which Ordinary Shareholders will
be asked to approve a resolution to wind up the Company and to
appoint James Robert Toynton, of Grant Thornton Limited, as the
Liquidator to liquidate the Company and settle the Company's
liabilities.
Under the Listing Rules the Company is required to obtain the
approval of at least 75 per cent. of Ordinary Shareholders voting at
a general meeting for the cancellation of listing which will follow
the appointment of the Liquidator.
Background
The Company was launched in December 2005 with the objective of
providing value and liquidity for shareholders from a portfolio of
investments which were acquired in exchange for 22,836,717 Ordinary
Shares and 53,285,673 Preference Shares, in each case issued at GBP1
per share. The Company acquired 114 investments with a mid-market
value at acquisition of GBP76.1 million. Since its launch the Company
has realised its investments and progressively returned the proceeds
to Shareholders through purchases (including the tender offer
completed in November 2007), redemptions of shares and dividends. The
redemption or purchase and cancellation of the Preference Shares was
completed on 23 March 2007. In aggregate the Company has returned
GBP63.2 million to Shareholders since launch. On 20 January 2009 the
Company realised its last equity investment. At 13 February 2009 the
Company had net assets of GBP10.9 million (comprising cash and UK
Treasury Bills less provisions for the remaining expenses of the
Company and liquidation costs). This is equivalent to 74.84p per
Ordinary Share.
The aggregate of the amount returned to Shareholders and the latest
net asset value is GBP74.1 million. This is equivalent to 97.4 per
cent. of the initial gross assets of the Company. The Directors
consider that, in the context of the markets prevailing over the life
of the Company and the nature of the investments accepted into the
portfolio, this is a very satisfactory outcome for Shareholders.
Following the European Court of Justice ruling on 28 June 2007 in the
VAT case, brought by JP Morgan Claverhouse Trust plc in conjunction
with the AIC, concerning VAT exemption on management expenses for
investment trusts, the Manager's group submitted a claim to HM
Revenue & Customs for recovery of VAT on management fees including
those charged to the Company. The Manager's group has paid the
Company GBP265,358, equivalent to 1.82p per Ordinary Share, in respect
of the principal amount relevant to the Company that the Manager's
group has received from HM Revenue & Customs. The Manager's group has
received interest in respect of its entire claim and is presently
calculating the amount of interest on the principal which relates to
the Company. The Manager's group has agreed to pay the relevant
amount to the Company. The interest payable to the Company is
expected to be approximately GBP20,000, which is less than 0.15p per
Ordinary Share. No amount in respect of such interest has been
accrued in the Company's net assets as at 13 February 2009.
At the time of the Company's launch the Directors stated that, at an
extraordinary general meeting to be held in the first quarter of
2009, Shareholders would be invited to consider the future of the
Company. Now that the Company has realised all of its equity
investments, the Directors consider that the most effective way of
returning the remaining net assets to Ordinary Shareholders is for
the Company to be wound up. The Directors recommend that Ordinary
Shareholders vote in favour of the Proposal to put the Company into
liquidation.
Amendment of Articles of Association
The Articles of Association provide in Article 161 for a two stage
process to wind up the Company requiring the passing of an ordinary
resolution at an extraordinary general meeting to be held in the
first quarter of 2009 (and if applicable at each subsequent annual
general meeting of the Company) to request the directors to wind up
the Company and the passing at a subsequent meeting a special
resolution for the voluntary winding up of the Company. Given that
the Company has realised all of its investments and to avoid
unnecessary delay and expense the Board proposes to amend Article 161
to enable the Company to be wound up voluntarily upon the passing of
a special resolution in accordance with section 391 of the Guernsey
(Companies) Law, 2008.
Voluntary winding up
The liquidation of the Company, which will be a solvent liquidation
in which all creditors will be paid in full, will involve the passing
of the Resolution to approve the liquidation of the Company and to
appoint the Liquidator. The appointment of the Liquidator will become
effective immediately upon the passing of the Resolutions. At this
point, the powers of the Directors would cease and the Liquidator
would assume responsibility for the liquidation of the Company,
including the payment of fees, costs and expenses, the discharging of
the liabilities of the Company and the distribution of the remaining
assets.
The Directors have served notice to terminate all material contracts.
The net asset value of GBP10.9 million as at 13 February 2009 (the
latest practicable date prior to the publication of this document) is
stated after provision for costs (including the fees due to the
Manager) arising under such contracts and in respect of their
termination. The net asset value includes the recovered VAT noted
above but not any interest thereon.
The Directors propose that James Robert Toynton, of Grant Thornton
Limited, be appointed as Liquidator. He has agreed to accept the
appointment in the event that the Resolution is passed.
Estimated net proceeds of the liquidation
As stated above, the net asset value per Ordinary Share on 13
February 2009 (the latest practicable date prior to the publication
of this document) was 74.84p. This is calculated after providing for
the estimated net expenses to be incurred by the Company prior to
liquidation and for the estimated costs of the liquidation. The total
costs of the Proposal (including the Liquidators costs, tax, advisory
and regulatory fees and printing) are estimated to be approximately
GBP50,000. If the Company had been wound up on that day, an Ordinary
Shareholder could have expected to receive a distribution of 74.84p
per Ordinary Share, subject to any adjustments made by the Liquidator
in confirming the assets and liabilities of the Company.
The Liquidator will begin the process of settling the Company's
liabilities as soon as practicable after the Resolution has been
passed. Subject to the passing of the Resolution, it is expected that
the Liquidator will make an initial distribution equal to 80 per
cent. of the Company's net assets. It is expected that the initial
distribution will be made by 14 April 2009. A subsequent final
distribution will be made once all the Company's affairs, including
its tax affairs, have been settled and all its liabilities paid.
Under the terms of appointment the Liquidator will be paid at their
normal rates until all surplus funds have been realised and
distributed to Shareholders. The Liquidator has estimated that the
total amount payable to him will be GBP17,500 plus disbursements.
Dealings and settlement
It is expected that the register of Ordinary Shareholders will close
for transfers of Ordinary Shares at the start of business on 12 March
2009. Transfers lodged with the UK Registration Agent before this
time, accompanied by documents of title, will be registered in the
normal way. Transfers received after that time will be returned to
the person lodging them and, if the Proposal is sanctioned by
Ordinary Shareholders, the original holder will receive any proceeds
from distributions made by the Liquidator.
The Company has made an application to the UK Listing Authority and
the London Stock Exchange for the listing of Ordinary Shares on the
Official List and dealings on the London Stock Exchange to be
cancelled, subject to the Resolution being passed, with effect from
20 March 2009. It is expected that the listing of Ordinary Shares on
the Official List and dealings on the London Stock Exchange will be
suspended at the start of business on 12 March 2009 and, provided the
Resolution is passed, will be cancelled with effect from the start of
business on 20 March 2009. The last date for dealings on the London
Stock Exchange on a normal settlement basis is expected to be 6 March
2009.
Expected timetable
2009
Last day for dealings on the London Stock
Exchange on a normal settlement basis 6 March
Last time and date for receipt of Forms of 12.00 noon on
Proxy 10 March
Dealings in Ordinary Shares suspended pending 7.30 a.m. on 12 March
the result of the Extraordinary General
Meeting
Register closes 12 March
Extraordinary General Meeting of the Company 12.00 noon on 12 March
Proposed cancellation of listing on the 20 March
Official List and dealings on the London Stock
Exchange
Initial distribution to Ordinary Shareholders By 14 April
If any of these times change an announcement will be made through a
Regulatory Information Service.
17 February 2009
For further information please contact:
Robert Legget/Ross Courtier 020 7566 5550
Progressive Value Management Limited
John Webb/Robert Luetchford 020 7490 3788
Marshall Securities Limited
=--END OF MESSAGE---
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
Third Advance Value Realisat (LSE:TAR)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Third Advance Value Realisat (LSE:TAR)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024