Proposed delisting from AIM


 

TIDMEET 
 
RNS Number : 5910T 
European Equity Tranche Income Ltd. 
09 June 2009 
 

 
 
European Equity Tranche Income Limited 
("EETI" or the "Company") 
 
 
Proposed cancellation of admission to trading on AIM 
 
 
The board of directors of EETI (the "Board") announces that it is today posting 
a circular to shareholders of the Company ("Shareholders") to convene an 
extraordinary general meeting ("Extraordinary General Meeting" or "EGM") to take 
place at 10.30 am on Monday 29 June 2009 at Anson Place, Mill Court, La 
Charroterie, St Peter Port, Guernsey, Channel Islands GY1 1EJ. The only 
resolution to be considered at the EGM is the cancellation of the Company's 
admission to trading on AIM ("Delisting"). 
 
 
Such cancellation, if approved by Shareholders is expected to become effective 
at 7.00 am on Wednesday 8 July 2009. 
 
 
Background to and reasons for the Delisting 
 
 
The Company announced on 11 May 2009 that following its announcement on 24 April 
2009 of the notification by Scribona Nordic AB ("Scribona") of Scribona's then 
interest in 87.55 per cent. of the Company's voting rights, the Board had been 
informed by Scribona that Scribona intended to requisition an Extraordinary 
General Meeting of the Company at which a resolution would be proposed to be put 
to Shareholders to cancel the admission of the ordinary shares of the Company to 
trading on AIM (the "Delisting Resolution"). Accordingly, the Board is convening 
the EGM to be held at 10.30 am on Monday 29 June 2009 to consider and, if 
thought fit, approve the Delisting Resolution. 
 
 
Scribona has indicated that it believes that the interests of Shareholders 
 would be best served by the Delisting and has indicated its intention to vote 
in favour of the Delisting Resolution in respect of its interest in the ordinary 
shares of the Company, amounting (as at the date hereof) to 93.07 per cent. of 
the Company's issued share capital. 
 
 
Under AIM Rule 41 of the London Stock Exchange AIM Rules for Companies ("AIM 
Rules"), cancellation requires the consent of not less than 75 per cent. of 
votes cast by shareholders in a general meeting and, therefore, the Company is 
convening a meeting of Shareholders to consider the Delisting Resolution. 
 
 
Given the intention of Scribona to vote in favour of the Delisting Resolution 
and the extent of its interest in the ordinary shares of the Company, the Board 
makes no recommendation as to the merits of the Delisting. 
 
 
Scribona has identified the following as its reasons for believing it is in the 
interests of Shareholders to delist the Company's shares from trading on AIM. 
 
 
The Company was admitted to trading on AIM on 26 April 2006 with a market 
capitalisation at the admission price of approximately EUR100 million and a share 
price of EUR1. The reasons for admission were, inter alia, to enable the Company 
to raise funds, to raise the Company's profile and create a public market in the 
Company's ordinary shares. 
 
 
The current economic crisis has led to significant falls in the values of global 
stock markets and in particular the markets in which the Company principally 
operates, being the non-investment grade and equity tranche (or first loss) 
positions of residential mortgage-backed securities and, to a limited extent, 
other asset-backed securities in Europe. In addition, conditions in small cap, 
low liquidity stocks have been adverse. 
 
 
In December 2008, Scribona purchased from Citibank all outstanding commitments, 
rights and obligations in relation to debt owed by the Company to Citibank under 
its facility agreement. As at 31 December 2008 the Company had total drawdowns 
under the Scribona loan facility of just over EUR30.4 million. Also in December 
2008, Scribona agreed to subscribe for new ordinary shares in the Company and to 
underwrite a further placing of new ordinary shares. Scribona agreed to set off 
the subscription price of shares taken up by it against part of the debt owed to 
Scribona by the Company. Accordingly, on 5 February 2009 as part of a capital 
restructuring, Scribona agreed to waive such amount of its new facility which 
had the result, when taken together with repayment of debt made from the 
proceeds of the placing, of reducing the remaining balance owed to it to 
approximately EUR5.7 million. On 24 April 2009 and 19 May 2009 the Company 
announced that it had been notified by Scribona that it was interested in 87.55 
per cent. and 93.07 per cent. of the Company's voting rights respectively. 
 
 
In Scribona's view: 
 
 
  *  the primary purpose for seeking a listing on AIM in the first place was to 
  enable access to capital markets, something which Scribona believes a continued 
  listing on AIM is no longer able to provide as a result of prevailing market 
  conditions; and 
 
  *  the costs associated with maintaining a listing on AIM are now disproportionate 
  to the value provided by the listing. 
 
 
 
Effects of the proposals on Shareholders 
 
 
The principal effects of cancellation of the Company's AIM admission to trading 
will be: 
 
(a) there will no longer be a formal market mechanism enabling Shareholders to 
trade their ordinary shares in the Company through the AIM market. Shareholders 
will continue to be able to hold their ordinary shares in uncertificated form; 
 
(b) the Company will no longer be able to raise capital via the AIM market; 
 
(c) the Company will not be required to make notifications pursuant to the AIM 
Rules; and 
 
(d) time and costs spent in meeting the AIM Rules and related regulatory 
requirements, including reporting, disclosure and corporate governance 
requirements for quoted companies will be eliminated. 
 
 
The Company will endeavour to continue to provide a number of the same 
facilities and services to Shareholders which are currently enjoyed as 
Shareholders of an AIM company. In particular the Company will: 
 
 
  *  continue to send Shareholders copies of the Company's audited annual accounts; 
 
 
 
  *  maintain the Company's website, www.eeti.co.uk, to keep Shareholders informed of 
  developments; and 
 
 
 
  *  continue to hold general meetings in accordance with the applicable statutory 
  requirements under The Companies (Guernsey) Law 2008 (as amended) and the 
  Company's articles of association. 
 
 
 
The Board asked Scribona to consider a tender offer for the shares of other 
Shareholders or otherwise support the provision of an exit facility to enable 
those Shareholders who may wish to do so to realise their interests at a fair 
market value. Scribona has declined to make a tender offer or support such an 
exit facility at this time. 
 
 
Accordingly, Shareholders who wish to realise their investment in the Company in 
the event that the Delisting Resolution is approved should consider selling 
their interests in the market prior to the Delisting becoming effective.  If the 
Delisting Resolution is passed, it is proposed that the Delisting will take 
effect at 7.00 am (UK time) on Wednesday 8 July 2009. 
 
 
In the event that the Delisting Resolution is approved and the Delisting 
proceeds, there will be no market facility for dealing in the ordinary shares of 
the Company and no price will be publicly quoted for the ordinary shares in the 
Company as from close of business, being 4.30 pm, on Tuesday 7 July 2009. As 
such, interests in the Company's ordinary shares are unlikely to be readily 
capable of sale and where a buyer is identified, it will be difficult to place a 
fair value on any such sale. 
 
 
While there can be no guarantee that Shareholders will be able to sell any 
ordinary shares in the Company, any Shareholder seeking to do so following the 
Delisting should contact the Company Secretary and Administrator of the Company 
(Anson Fund Managers Limited) in writing at PO Box 405, Anson Place, Mill Court, 
La Charroterie, St Peter Port, Guernsey GY1 3GF). The Company Secretary and 
Administrator of the Company (Anson Fund Managers Limited) will then be able to 
advise as to whether the Board is aware of any prospective buyers for any 
ordinary shares in the Company which the holder thereof wishes to sell at that 
time. 
 
 
 
 
For further information, please visit the Company's website at www.eeti.co.uk or 
contact: 
 
 
European Equity Tranche Income Limited 
Robin Monro Davies, Chairman 
Tel. 0845 868 0533 
 
 
Arbuthnot Securities Limited 
Alastair Moreton, Nominated Adviser 
Tel. 020 7012 2000 
 
 
Anson Fund Managers Limited 
Company Secretary 
Tel. 01481 722260 
 
 
9 June 2009 
 
 
E&OE - in transmission 
 
 
 
 
 
 
END OF ANNOUNCEMENT 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 STRFGGGVLLVGLZG
European Equity Tranche Income (LSE:EET)
過去株価チャート
から 5 2024 まで 6 2024