Issue of Circular


 

TIDMEET 
 
RNS Number : 7977L 
European Equity Tranche Income Ltd. 
16 January 2009 
 

 
 
 
 
For release on 16 January 2009 
 
 
European Equity Tranche Income Limited ("EETI" or the "Company") 
 
 
Circular re proposed capital restructuring and details of share consolidation 
 
 
 
 
Following the Company's announcement on 12 December 2008 confirming that it had 
entered into a debt purchase agreement and a placing and subscription agreement 
with Scribona Nordic AB, the Board is pleased to announce that a circular (the 
"Circular") has today been sent to shareholders convening an extraordinary 
general meeting for 11 a.m. on Thursday 5 February 2009 to consider and, if 
thought fit, approve the following resolutions: 
 
 
  1.  To approve the issue of 927 million Ordinary Shares at a discount to the 
  prevailing net asset value per share, to de-list from the Channel Islands Stock 
  Exchange to save the costs and expenses in relation to such a listing and to 
  approve a consolidation of Ordinary Shares on the basis of one Consolidated 
  Share for every 100 Ordinary Shares in issue as further described below. 
  2.  To approve a waiver of Rule 9 of The City Code on Takeovers and Mergers (in 
  order to avoid Scribona Nordic and any parties deemed by the Takeover Panel to 
  be acting in concert with Scribona Nordic being obliged to make a mandatory 
  offer for all of the Company's Shares, which they would otherwise be obliged to 
  do as Scribona Nordic and other members of the Concert Party will acquire over 
  30 per cent. of the voting rights of the Company by way of the implementation of 
  the proposed capital restructuring). 
 
Consolidation 
 
 
In order to enable the Company's Ordinary Shares to trade at a price which the 
Directors believe is more likely to lead to a reduction in the bid offer spread 
and an improvement in liquidity, as part of the proposed capital restructuring, 
the Company also proposes, subject to Shareholder approval at the EGM, to effect 
a share consolidation to reduce the number of Ordinary Shares in issue. It is 
anticipated that the Consolidation will become effective on Monday 16 February 
2009, or such other date as the Board in its absolute discretion may determine. 
At present, the Company has authority to issue an unlimited number of Ordinary 
Shares and has 98 million Ordinary Shares in issue. Following the issue of the 
Placing Shares and the Scribona Investment, the Company would have (prior to the 
Consolidation) 1,025 million Ordinary Shares in issue.  It is proposed that the 
Consolidation will consist of the following steps: 
  *  every 100 Ordinary Shares in issue (or such number as will result in a whole 
  number of Consolidated Shares, the balance of the existing Ordinary Shares held 
  by each member being dealt with as provided in (ii) below) will be consolidated 
  into one new Consolidated Share of no par value; and 
  *  fractional entitlements arising out of the Consolidation by reason of there 
  being less than 100 Ordinary Shares or a number not divisible by 100 shall be 
  aggregated into Consolidated Shares and the whole number of Consolidated Shares 
  so arising shall be sold in the market and the net proceeds of sale held for the 
  benefit of the Company. 
 
 
 
Shareholders who are on the register on the Consolidation Record Date will have 
their holdings consolidated. Although Shareholders will receive a smaller number 
of Consolidated Shares following the Consolidation, the size of each 
shareholding as a proportion of the total number of Ordinary Shares in issue 
will not change, other than in respect of fractional entitlements, and each 
Consolidated Share will carry the same rights as set out in the Articles that 
currently attach to the existing Ordinary Shares. As a result, Shareholders who 
own less than 100 Ordinary Shares shall, upon the Consolidation becoming 
effective, cease to own any Ordinary Shares and shall not receive any 
compensation. 
 
 
The Consolidation is conditional on both the Resolutions described above being 
passed. 
 
 
Expected timetable of principal events 
 
 
+------------------------------------------------------+--------------------+ 
|                                                      |               2009 | 
+------------------------------------------------------+--------------------+ 
| Posting of the Circular to Shareholders              |         16 January | 
|                                                      |                    | 
+------------------------------------------------------+--------------------+ 
| Latest time and date for receipt of Forms of Proxy   |       11 a.m. on 3 | 
|                                                      |           February | 
+------------------------------------------------------+--------------------+ 
| Extraordinary General Meeting                        |       11 a.m. on 5 | 
|                                                      |           February | 
+------------------------------------------------------+--------------------+ 
| Announce result of EGM and Placing                   |         5 February | 
|                                                      |                    | 
+------------------------------------------------------+--------------------+ 
| Ordinary Shares de-listed from the CISX              |        6 February  | 
|                                                      |                    | 
+------------------------------------------------------+--------------------+ 
| Admission effective and dealings in the new Ordinary |        6 February  | 
| Shares commence on AIM                               |                    | 
|                                                      |                    | 
+------------------------------------------------------+--------------------+ 
| CREST accounts to be credited with new Ordinary      |         6 February | 
| Shares                                               |                    | 
|                                                      |                    | 
+------------------------------------------------------+--------------------+ 
| Consolidation Record Date                            |        13 February | 
|                                                      |                    | 
+------------------------------------------------------+--------------------+ 
| Consolidation effective                              |        16 February | 
|                                                      |                    | 
+------------------------------------------------------+--------------------+ 
| CREST accounts to be credited with Consolidated      |        16 February | 
| Shares                                               |                    | 
|                                                      |                    | 
+------------------------------------------------------+--------------------+ 
| Definitive share certificates for the Consolidated   | Week commencing 23 | 
| Shares despatched                                    |           February | 
|                                                      |                    | 
+------------------------------------------------------+--------------------+ 
|                                                      |                    | 
+------------------------------------------------------+--------------------+ 
| All dates set out in the timetable above may be adjusted by the Company   | 
| and Arbuthnot Securities, in which event details of the new dates will be | 
| notified to AIM, and where appropriate, to Shareholders. All references   | 
| are to London time.                                                       | 
+------------------------------------------------------+--------------------+ 
 
 
 
 
Capitalised terms in this announcement shall, unless otherwise stated, have the 
same meaning as set out in the section headed "Definitions" in the Circular. 
 
 
Enquiries: 
 
 
European Equity Tranche Income Limited 
Robin Monro Davies    0845 868 0533 
 
 
Arbuthnot Securities Limited 
Alastair Moreton    020 7012 2000 
 
 
Anson Fund Managers Limited 
Company Secretary     01481 722260 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCDGGMMDVLGLZM
European Equity Tranche Income (LSE:EET)
過去株価チャート
から 5 2024 まで 6 2024