0W4R Williams Grand Prix Holdings Plc

 
 Williams Grand Prix Holdings PLC (0W4R) 
Williams Grand Prix Holdings PLC : Shareholder circular and Notice of 
General Meeting - proposed return of value, recommended members' voluntary 
liquidation and delisting 
 
28-Sep-2020 / 19:32 CET/CEST 
Dissemination of a Regulatory Announcement that contains inside information 
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
*THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY 
TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE 
REGULATION (EU) NO. 596/2014. With the publication of this announcement via 
a Regulatory Information Service, this inside information is now considered 
to be in the public domain.* 
 
28 September 2020 
 
*Williams Grand Prix Holdings PLC* 
 
*('Williams', 'WGPH', or the 'Company')* 
 
*Shareholder Circular and Notice of General Meeting - proposed return of 
value, recommended members' voluntary liquidation and delisting* 
 
The Board of Williams (ISIN DE000A1H6VM4) resolved today, following the 
announcement of the sale of Williams Grand Prix Engineering Limited, the 
Company's operating subsidiary, to BCE Limited, a fund managed by Dorilton 
Capital Management LLC on 21 August 2020 (the '*Transaction*'), to propose a 
return of value to shareholders (the '*Return of Value*') to be implemented 
by way of the members' voluntary liquidation (the '*Members Voluntary 
Liquidation*'). 
 
In order to comply with applicable companies legislation, the Return of 
Value and the Members' Voluntary Liquidation require approval by the 
shareholders at a general meeting of the Company (the '*General Meeting*') 
and a circular (the '*Circular*') will be posted to shareholders shortly 
convening a general meeting to be held at 2.00 p.m. on 27 October 2020. 
Shareholders will be asked to consider and, if thought fit, pass the 
resolutions required to implement the Return of Value and the Members' 
Voluntary Liquidation at the General Meeting. 
 
Following the Transaction and in light of the proposed Return of Value and 
Members' Voluntary Liquidation, the board consider that it is no longer 
appropriate for the Company to continue to be listed on the Frankfurt Stock 
Exchange. Accordingly, the directors resolved today to notify Deutsche Börse 
as operator of the Frankfurt Stock Exchange of the Company's intention to 
cancel the Company's admission of the Ordinary Shares to trading on the 
Frankfurt Stock Exchange _(Frankfurter Wertpapierbörse)_, such cancellation 
to take place as soon as possible following adoption of the proposed 
resolutions to implement the Return of Value and the Members' Voluntary 
Liquidation at the General Meeting, but at the latest by 30 December 2020 
(the '*Cancellation*'). 
 
If the Resolutions are passed to place the Company in Members' Voluntary 
Liquidation, Sean Croston and Richard White (each being a qualified 
insolvency practitioner) of Grant Thornton UK LLP will be appointed as joint 
liquidators to the Company (the '*Liquidators*') on terms which have been 
agreed by the Board. Upon the appointment of the Liquidators, all powers of 
the Board will cease (except so far as the Shareholders or the Liquidators 
sanction their continuance) and the Liquidators will be responsible for the 
affairs of the Company until it is wound up. Following their appointment, 
the Liquidators will assess the Company's financial position and, when they 
are in a position to do so, intend to make an initial cash distribution of 
approximately 95% of the Company's projected surplus assets to Shareholders 
(in proportion to their holdings), subject to an assessment of the Company's 
liabilities and tax position and reservation of funds to discharge the 
liabilities of the Company. It is expected that the Liquidators will 
distribute the initial Return of Value to shareholders in the week 
commencing 23 November 2020. 
 
On winding-up the Company, the assets of the Company available for 
distribution are to be distributed _pro rata _amongst the holders of the 
Ordinary Shares according to the amounts paid up or credited as paid up on 
such Ordinary Shares. 
 
In conclusion, the Board believes that it is in the best interests of the 
Company and shareholders to approve the Proposals. 
 
*General Meeting* 
 
A notice convening the General Meeting to be held at the Williams Conference 
Centre at Station Road, Grove, Oxfordshire OX12 0DQ at 2.00 p.m. on 27 
October 2020 will be posted to shareholders today. 
 
The Company has received irrevocable undertakings from each of Sir Frank 
Williams and Brad Hollinger to vote in favour of the Resolutions at the 
General Meeting in respect of, in aggregate, 6,547,963 Ordinary Shares 
representing 65.48 per cent. of the existing issued ordinary share capital 
of the Company. 
 
*Timetable * 
 
Posting and publication of the                28 September 2020 
Circular and Notice of General 
Meeting and notification of the 
Cancellation provided to Deutsche 
Börse 
Latest time and date for receipt of     2.00 p.m. on 23 October 
Forms of Proxy from Shareholders                           2020 
for the General Meeting 
Record date for those Shareholders      2.00 p.m. on 23 October 
on the Register entitled to attend                         2020 
and/or vote at the General Meeting 
Close of Register and record date       6.30 p.m. on 26 October 
for participation in the Members'                          2020 
Voluntary Liquidation 
General Meeting                         2.00 p.m. on 27 October 
                                                           2020 
Announcement of the results of the              27 October 2020 
General Meeting 
Appointment of the Liquidators                  27 October 2020 
Expected date of the Cancellation        On or about 28 October 
                                     2020, but no later than 30 
                                                  December 2020 
Initial Return of Value to                    23 November 2020* 
Shareholders expected to be paid 
week commencing 
 
_The above future dates are indicative only and may be subject to change by 
the Company, in which event details of the new times and dates will be 
notified via a Regulatory Information Service. Certain of the events in the 
above timetable are conditional upon, amongst other things, the approval of 
the Resolutions at the General Meeting._ 
 
_Different deadlines and procedures may apply in certain cases. For example, 
if you hold your Ordinary Shares through a nominee, that person may set an 
earlier date for the satisfaction of any actions than the dates noted above. 
_ 
 
_References to times in this document are to London time unless otherwise 
stated._ 
 
_* Actual date to be determined by the Liquidators._ 
 
No mechanism to enable the Company's shares to be traded following 
cancellation will be made available to shareholders and the Company's shares 
will not be transferable once the Company enters liquidation without the 
consent of the Liquidators. 
 
For further information please contact the following: 
 
*Williams Grand Prix Holdings plc* *Tel: +44 1235 777 842* 
Tim Hunt 
 
*- End of ad-hoc announcement -* 
 
*Forward looking statements* 
 
This announcement contains forward-looking statements that are subject to 
assumptions, risks and uncertainties relating to the Return of Value and/or 
the Members' Voluntary Liquidation. Forward-looking statements can be 
identified typically by the use of forward-looking terminology such as 
'believes', 'expects', 'may', 'will', 'could', 'should', 'intends', 
'estimates', 'plans', 'assumes', 'predicts' or 'anticipates', as well as the 
negatives of such words and other words of similar meaning in connection 
with discussions of future operating or financial performance or of strategy 
that involve risks and uncertainties. 
 
The forward-looking statements in this announcement are made based upon the 
Company's expectations and beliefs concerning future events affecting the 
Company and therefore involve a number of known and unknown risks and 
uncertainties. The forward-looking statements are not guarantees and actual 
results could differ materially from those expressed or implied in these 
forward-looking statements; therefore, undue reliance should not be placed 
on such forward-looking statements. 
 
You are cautioned not to place any undue reliance on the forward-looking 
statements contained in this announcement which speak only as at the date of 
this announcement. The Company does not undertake any obligation publicly to 
update or revise any forward-looking statements, whether as a result of new 
information, future events or otherwise except as required by any applicable 
laws and regulations. 
 
Legal Entity Identifier: 213800AFJXFAVYBTE915 
 
*END* 
 
Contact: 
Mark Biddle 
General Counsel 
Mark.Biddle@WilliamsF1.com 
 
ISIN:           DE000A1H6VM4 
Category Code:  MSCH 
TIDM:           0W4R 
LEI Code:       213800AFJXFAVYBTE915 
OAM Categories: 2.2. Inside information 
Sequence No.:   85024 
EQS News ID:    1137472 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

September 28, 2020 13:32 ET (17:32 GMT)

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