TIDMDREF
RNS Number : 4810X
Duet Real Estate Finance Limited
22 February 2017
22 February 2017
Duet Real Estate Finance Limited
("DREF" or the "Company")
Notice of Extraordinary General Meeting
Voluntary Liquidation of the Company
Further to the announcement on 10 February 2017, the board of
the Company today announces the publication of its circular
regarding the voluntary liquidation of the Company and the notice
of the Extraordinary General Meeting to be held on 15 March 2017 at
2.00 p.m. at Regency Court, Glategny Esplanade, St Peter Port,
Guernsey.
The Chairman's letter as contained in the circular is set out
below.
Terms used and not defined in this announcement bear the meaning
given to them in the circular.
Dear Shareholder,
RECOMMENDED PROPOSALS FOR A VOLUNTARY WINDING-UP OF THE
COMPANY
NOTICE OF EXTRAORDINARY GENERAL MEETING
I am delighted to inform you that the Company has now received
back from the Master Fund all anticipated proceeds from the sale of
the Master Fund's portfolio, other than a small holdback for the
wind up of the Master Fund. Your Company has also announced on 10
February 2017 how it will return the vast majority of its cash to
you as Shareholders. As such the Company will effectively have
concluded its business as planned. The Directors believe there is
no point in keeping the Company going as this would only incur
further costs to the detriment of Shareholders and therefore I am
writing to you with the Directors' proposals (the Proposals) that
the Company be wound-up voluntarily in accordance with the
Companies Law and the admission of its Shares to trading on the
Main Market of the London Stock Exchange be cancelled, both of
which are subject to Shareholder approval of the Resolutions at the
Extraordinary General Meeting, the subject of the notice enclosed
with this letter. The Directors believe that this is in the best
interests of the Company and its Shareholders as a whole and thus
recommend that you vote in favour of each of the Resolutions by
completing and returning the enclosed Form of Proxy as soon as
possible.
Subject to Shareholders approving the Resolutions, James Robert
Toynton and Benjamin Alexander Rhodes of Grant Thornton Limited
will be appointed as Joint Liquidators (the Liquidators) and their
remuneration will be determined by the Company. Upon the
appointment of the Liquidators, all powers of the Board will cease
and the Liquidators will be responsible for the affairs of the
Company until it is wound up. The Liquidators will wind up the
Company in accordance with Guernsey law, realise the Company's
assets, discharge the liabilities of the Company and, following
satisfaction of all the creditors of the Company, will divide the
surplus assets of the Company among the Shareholders according to
their respective rights. The Company expects to hold approximately
GBP100,000 in cash at the commencement of the winding-up and it is
currently estimated that the expenses incurred in relation to the
Proposals (including professional advice and the Liquidators' fees)
will amount to approximately GBP40,000, or 0.06p per Share, which
excludes the fees and expenses of service providers and the
Directors in the ordinary course of business up to the date of the
Liquidators' appointment.
Suspension and cancellation of listing and trading of the
Shares
The Register will be closed at 6.00 p.m. on 14 March 2017 and
the Shares will be disabled in CREST at the start of business on 15
March 2017 and, to be valid, all transfers must be lodged before
that time. Application will be made to the UKLA for suspension of
listing of the Shares on the UKLA Official List and application
will be made to the London Stock Exchange for suspension of trading
in the Shares at 7.30 a.m. on 15 March 2017. The last day for
dealings in the Shares on the London Stock Exchange on a normal
rolling two day settlement basis will be 13 March 2017. After 13
March 2017, dealings should be for cash settlement only and will be
registered in the normal way if the transfer, accompanied by the
documents of title, is received by the Registrars by close of
business on 14 March 2017.
Transfers received after that time will be returned to the
person lodging them and, if the Resolutions are passed, the
original holder will receive any proceeds from distributions made
by the Liquidators.
If the Resolutions are passed, the Company will make
applications for the cancellation of the admission of the Shares to
listing on the UKLA Official List and to trading on the Main Market
following the EGM with the cancellations expected to take effect at
8.00 a.m. on 16 March 2017.
After the liquidation of the Company and the making of the final
distribution to Shareholders (if any), existing certificates in
respect of the Shares will cease to be of value and any existing
credit of the Shares in any stock account in CREST will be
redundant.
Extraordinary General Meeting
Pursuant to the Companies Law, Shareholder approval (by way of a
special resolution i.e., a majority of not less than 75 per cent.
of Shareholders present (in person or by proxy) and voting) is
required to wind up the Company.
You will find set out at the end of this document a notice
convening an EGM of the Company to be held at 2.00 p.m. on 15 March
2017. The resolutions to wind up the Company and to authorise the
Liquidators (if appointed) to distribute assets in specie, to be
proposed at the EGM will be proposed as special resolutions.
Shareholders should note that the vote will be taken by poll.
Additionally, Ordinary Resolutions appointing the Liquidators
and fixing their remuneration will be proposed at the EGM. Pursuant
to the Companies Law, a majority of more than 50 per cent. of
Shareholders present (in person or by proxy) entitled to vote and
voting is required to pass the Ordinary Resolutions.
A quorum of two Shareholders present in person or by proxy being
entitled to vote is required for the EGM. All persons holding
Shares in the Company as at 2.00 p.m. on 13 March 2017, or if the
EGM is adjourned, on the register of Shareholders of the Company 48
hours before the time of any adjourned EGM, shall be entitled to
attend or vote at the EGM. The total number of Shares in issue as
at 17 February 2017 is 71,813,222.
Consequences of the Proposals not being approved
The Proposals are conditional on the passing of the Resolutions
and, if they are not passed, the Proposals will not be implemented.
In these circumstances, the Company will continue in its current
state incurring ongoing running costs and the Board would consult
with Shareholders as to the future course of action.
Action to be taken
You will find enclosed the Form of Proxy for use at the EGM
together with a business reply envelope for returning the Form of
Proxy. Whether or not you intend to attend the EGM, you are urged
to complete and return the Form of Proxy as soon as possible. To be
valid, the Form of Proxy should be completed in accordance with the
instructions printed on it and lodged with Capita Registrars
(Guernsey) Limited, Mont Crevelt House, Bulwer Avenue, St Sampson,
Guernsey GY2 4LH, as soon as possible but in any event not later
than 2.00 p.m. on 13 March 2017.
The lodging of a Form of Proxy will not prevent shareholders
from attending the EGM and voting in person if they so wish.
Recommendation
Your Board is of the opinion that the Proposals are in the best
interests of the Company and Shareholders as a whole. The Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the EGM as the Directors intend to do
in relation to their own shareholdings totalling 46,329 shares.
Yours faithfully
David Staples
Chairman
EXPECTED TIMETABLE
The anticipated dates and sequence of events relating to the
implementation of the Proposals are set out below:
Record Date for participation and 2.00 p.m. on 13 March
voting in the EGM 2017
Latest time and date for receipt of 2.00 p.m. on 13 March
Form of Proxy for the EGM* 2017
Suspension of listing and trading 7.30 a.m. on 15 March
of the Shares 2017
EGM 2.00 p.m. on 15 March
2017
Liquidators appointed 15 March 2017
Announcement of the result of the 15 March 2017
EGM
Cancellation of listing and trading 8.00 a.m. on 16 March
of the Shares on LSE 2017
All references are to London time unless otherwise stated.
* Please note that the latest time for receipt of the Form of
Proxy in respect of the EGM is 2.00
p.m. on 13 March 2017 or forty-eight hours prior to the time
allotted for any adjourned meeting.
The Company's Legal Entity Identifier is
213800OG1CKA497KUU30.
For further information, please contact:
DRC Capital LLP +44 (0)20 7042 0600
Dale Lattanzio
Cyrus Korat
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
Neil Winward
Mark Bloomfield
Tunga Chigovanyika
This information is provided by RNS
The company news service from the London Stock Exchange
END
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February 22, 2017 02:01 ET (07:01 GMT)
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