TIDMSPPC
RNS Number : 4477L
St Peter Port Capital Limited
10 September 2021
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
St Peter Port Capital Limited (the "Company")
Cancellation from trading on AIM, appointment of Liquidator and
Notice of EGM
St Peter Port Capital Limited today announces a proposal to
cancel the admission of the Company's ordinary shares to trading on
AIM in accordance with Rule 41 of the AIM Rules for Companies
("Cancellation"), to wind up the Company, and to appoint a
liquidator whose task will be to return the Company's surplus cash
to Shareholders.
A circular including a Notice of Extraordinary General Meeting
will today be posted to Shareholders (the "Circular") to convene
the necessary general meeting of the Company (the "EGM") to approve
the Cancellation. A copy of the Circular and Notice of General
Meeting will also be available to view shortly on the Company's
website.
An extract of selected parts of the Circular is copied out below
along with an indicative timetable of principal events related to
the Cancellation process. The definitions that apply throughout
this announcement can be found at the end of this announcement.
For further information:
St Peter Port Capital Limited
Lynn Bruce, Director +44 (0) 1481 724 222
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett +44 (0) 20 7383 5100
Background to the Winding Up and Distribution
On 15 February 2021, the Board announced that it was intending
to hold auctions of each of the Company's holdings of value with a
view to liquidating the Company's portfolio and winding the Company
up. The Board noted that although it had cut the costs of running
the Company to a low level, there was still little prospect in the
short to medium term of liquidity events for the principal
holdings. This made it unlikely that continuation of the Company
would lead to any significant value creation for Shareholders over
this period from gains in the portfolio.
In an announcement of 6 August 2021, the Board reported that it
had concluded the auctions and that the best bid was a sale of all
the holdings with any value to RAB Capital Holdings Limited
("RAB"). Under a sale and purchase agreement which the parties
entered, RAB acquired the portfolio of investments held by the
Company for GBP2,200,000 in cash before costs (the " Disposal ").
The Disposal comprised the entire portfolio other than shares in
investee companies believed to have become insolvent with nil
value.
The offer by RAB represented the highest cash proceeds net of
costs. The proceeds of GBP2,200,000 is a large discount to the
unaudited book value of GBP9,445,000 as reported in the balance
sheet as of 30 September 2020. However, the Directors believe there
was little prospect of a significantly better realisation in the
short to medium term.
Available Cash for Distribution
As the Company has received cash consideration for the sale, it
will very shortly be in a position to return capital to its
shareholders as envisaged in the announcement of 15 February 2021.
The Board estimates that the Company should be able to return
approximately GBP2,170,000, representing about 3.38 pence per
Share. Please note there may be adjustments to this figure to
reflect the actual costs of the winding up, which may reduce the
return by a small amount.
The Proposed Return of Capital and Appointment of a
Liquidator
The Board proposes that the Company be placed into members'
voluntary winding-up and that, after payment of its liabilities and
after deducting the costs of implementation, the net proceeds and
other cash held by the Company on such winding-up be distributed
amongst Shareholders in accordance with the provisions of the
Articles.
An Extraordinary General Meeting of the Company has been
convened to pass Resolutions to approve, amongst other things, the
voluntary winding up of the Company and the appointment of a
liquidator. The voluntary winding up is deemed to commence at the
time of the passing of the Resolutions. The Company will then cease
to carry on its business (except as required for the winding up)
but will retain its corporate state and powers until
dissolution.
Following the settlement of the Company's outstanding
liabilities there will be a distribution of the Company's surplus
cash to Shareholders pro rata to their shareholdings, if possible
in a single distribution.
A final general meeting will then be convened by the liquidator
to approve the final accounts. Following the final general meeting,
a copy of the accounts will be filed, and a return made of the
meeting by the liquidator with the Guernsey Registry. Three months
thereafter the Company will be dissolved (assuming that all surplus
funds have been distributed and the dissolution has not been
challenged).
It is proposed that Jeff Vincent of Moore Stephens Channel
Islands, PO Box 146, Level 2, Park Place, Park Street, St Peter
Port, Guernsey, GY1 3HZ be appointed liquidator of the Company (the
"Liquidator"). The winding-up of the Company will be a solvent
winding-up in which it is intended that all creditors will be paid
in full. The appointment of the Liquidator becomes effective
immediately upon the passing of the Liquidation Resolutions at the
Extraordinary General Meeting. At this point, the powers of the
Directors will cease, and the Liquidator will assume responsibility
for the winding-up of the Company, including the payment of fees,
costs and expenses, the discharging of the liabilities of the
Company and the distribution to Shareholders of available cash.
Publication of audited accounts
As a consequence of the proposed winding up of the Company, the
Company does not intend to issue audited financial statements for
the year ended 31 March 2021. As a result of not publishing the
financial statements by the AIM Rules deadline of 30 September
2021, trading in the Shares will be suspended from 7.30 a.m. on
Friday 1 October 2021.
Cancellation of Admission
A consequence of the Company entering a process of voluntary
liquidation is that it will no longer be suitable for admission of
its Shares to trading on AIM. A Resolution is therefore proposed to
cancel Admission. Rule 41 of the AIM Rules for Companies requires
an AIM company that wishes to cancel admission of its securities to
trading on AIM to notify such intended cancellation to the public
and separately to inform the London Stock Exchange of its preferred
cancellation date. AIM Rule 41 also requires that, unless the
London Stock Exchange otherwise agrees, such cancellation must be
conditional upon the consent of not less than 75 per cent. of votes
cast by the Shareholders, given in a general meeting.
The Shares will be suspended from trading on AIM at 7.30 a.m. on
1 October 2021 in advance of the Extraordinary General Meeting.
Subject to Shareholder approval at the Extraordinary General
Meeting, it is expected that the admission of the Shares to trading
on AIM will be cancelled with effect from 7.00 a.m. on 12 October
2021, following the appointment of the Liquidator at the
Extraordinary General Meeting.
Under the AIM Rules for Companies, cancellation requires the
expiration of a period of not less than 20 clear business days from
the date on which notice of the intended cancellation is given to
the London Stock Exchange. The Company has notified the London
Stock Exchange of the proposed cancellation and of the proposed
Cancellation date of 12 October 2021.
If the Cancellation Resolution is approved, there will be no
formal market mechanism enabling Shareholders to trade their Shares
on AIM or any other recognised market or trading facility. In
addition, Shareholders will no longer be afforded the protections
given by the AIM Rules for Companies. If Shareholders wish to buy
or sell Shares on AIM, they should do so prior to the suspension in
the Shares at 7:30 a.m. on 1 October 2021.
Upon cancellation of the Shares to trading on AIM, Grant
Thornton UK LLP will cease to be the Company's nominated adviser
and the Company will no longer be required to comply with the AIM
Rules for Companies.
Inter-conditionality of the Resolutions
The Liquidation Resolution and the Cancellation Resolution are
inter-conditional. If the Cancellation Resolution is not passed at
the Extraordinary General Meeting the Liquidation Resolution cannot
pass. In these circumstances:
(a) the Shares would not be cancelled from trading on AIM and
the Company would not enter Liquidation; and
(b) the Company would continue in operation until alternative
proposals can be put forward and approved by Shareholders, but the
increased cost base of operating as an AIM traded company would
reduce the cash available for distribution to Shareholders. The
Company estimates that, if the Liquidation Resolutions are not
passed and the Company maintains its admission to trading on AIM,
its operating expenses would be equal to approximately GBP26,000
per month.
The Directors consider the Resolutions to be in the best
interests of the Company and its Shareholders as a whole. The
Directors therefore unanimously recommend Shareholders to vote in
favour of the Resolutions at the Extraordinary General Meeting.
Expected timetable of key events
2021
Despatch of this document Friday 10 September
Last date and time for receipt of EGM 10.00 a.m. on Saturday
Forms of Proxy 9 October
Record date in respect of the EGM 6.30 p.m. on Friday 8
October
Expected last day of dealings in the Shares Thursday 30 September
on AIM
7.30 a.m. on Friday 1
Suspension of the Shares from trading October
on AIM
Extraordinary General Meeting and appointment 10.00 a.m. on Monday
of Liquidator 11 October
Expected time and date of the cancellation
of admission of the Shares to trading 7.00 a.m. on Tuesday
on AIM 12 October
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by announcement by the Company
on a regulatory information service.
DEFINITIONS
"Admission" the admission of the Shares to trading
on AIM
"AIM" the AIM securities market operated by
the London Stock Exchange plc
"Cancellation" the cancellation of the Company's Shares
from admission to trading on AIM, which
took place on 16 April 2007
"Cancellation Resolution" the resolution to be proposed at the
General Meeting to approve the Cancellation
"Company" or "SPPC" St Peter Port Capital Ltd
"CREST" the electronic settlement system established
under the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)
which enables title to units of relevant
securities to be evidenced and transferred
without a written instrument and in
respect of which Euroclear UK and Ireland
Limited is the operator
"Directors" or "Board" the directors of the Company whose names
are set out on page 4 of this document
"EGM Form of Proxy" the form of proxy enclosed with this
document for use by Shareholders in
connection with the EGM
"Extraordinary General the Extraordinary General Meeting of
Meeting" or the Company convened for 10.00 a.m.
"EGM" on 11 October 2021 and any adjournment
thereof
"Group" the Company and its subsidiaries
"Liquidation Resolutions" the resolutions to be proposed at the
Extraordinary General Meeting for approval
of the Liquidation
"Notice of Extraordinary the notice of the Extraordinary General
General Meeting which is set out on page 8 of
Meeting" this document
"Shares" ordinary shares of nil par value in
the share capital of the Company
"Resolutions" the special resolutions to be proposed
at the EGM, details of which are set
out in the Notice of Extraordinary General
Meeting
"Record Date" 6.30 p.m. on 8 October 2021
"Register" the register of members of the Company
"RIS" Regulatory Information Service
"Shareholders" Ordinary Shareholders and Founder Shareholders
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END
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