TIDMEFR
RNS Number : 2917A
EF Realisation Company Limited
10 September 2018
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR),
transmitted by BNP Paribas Securities Services.
The issuer is solely responsible for the content of this
announcement.
10 September 2018
EF REALISATION COMPANY LIMITED
Recommended Proposals for Winding Up of the Company and an In
Specie Distribution of Shares Held in Lonestar Resources US
Inc.
Publication of Circular and Notice of Extraordinary General
Meeting
The Board of Directors (the "Board") of EF Realisation Company
Limited ("EF Realisation" or the "Company") announces that a
circular recommending the voluntary winding up of the Company and
an in specie distribution of most of the Company's shares in
Lonestar Resources US Inc. ("Lonestar") to certain larger
Shareholders, specifically those holding at least 75,000 shares in
the Company, (the "Shareholder Circular") has today been published
and will be posted to Shareholders. The Shareholder Circular also
contains notice of an Extraordinary General Meeting ("EGM") of the
Company.
The Shareholder Circular will be available on the National
Storage Mechanism at www.morningstar.co.uk/uk/NSM and at
http://www.ecofin.co.uk/eco/uploads/officialdocs/EF_Realisation_Shareholder_Circular_10Sep2018.pdf
Extraordinary General Meeting
The winding up of the Company and an in specie distribution of
the Company's shares in Lonestar to certain larger Shareholders
will require Shareholders to vote in favour of Resolutions at an
Extraordinary General Meeting of the Company which has been
convened for 1:00 p.m. on 24 September 2018 and which will be held
at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey
GY1 1WA. The notice convening the Extraordinary General Meeting and
the Resolutions to be put to a vote of Shareholders are set out at
the end of the Shareholder Circular.
The Board considers the Proposals to be in the best interests of
the Company and Shareholders as a whole. Accordingly, the Board
recommends that Shareholders vote in favour of both Resolutions to
be proposed at the Extraordinary General Meeting.
Directors, parties affiliated with the Investment Manager, and
the largest shareholder, whose beneficial shareholdings in EF
Realisation amount in aggregate to 38.2% of EF Realisation Shares
in issue, have indicated their intentions to vote in favour of each
of the resolutions at the Extraordinary General Meeting.
Summary of the Proposals
Under the Company's Articles, the Board must put a resolution to
wind up the Company to a vote of Shareholders by 26 September 2018,
being the second anniversary of the Company's listing on the London
Stock Exchange. Alternatively, prior to that date the Board could
put a resolution to a vote of Shareholders extending the life of
the Company by further successive periods of one year. The Board is
recommending the voluntary winding up of the Company as the Company
has three investments of value; a holding in a NASDAQ-listed US
public company, Lonestar, which accounts for approximately 72 per
cent of the value of the Company, and holdings in two unquoted
investments which are in the process of being sold. As a result,
the period of active management of the Company by the Investment
Manager has come to an end.
If the resolutions are passed, the Company will be put into
voluntary liquidation on 24 September 2018 and a liquidator will be
appointed. As soon as practicable, the liquidator will arrange for
a pro rata, in specie distribution of most of the Company's shares
in Lonestar to Shareholders holding 75,000 or more Shares in the
Company ("Qualifying Shareholders"). At the same time, the
liquidator will sell those Lonestar shares attributable to
Shareholders holding fewer than 75,000 Shares in the Company
("Non-Qualifying Shareholders") for cash and distribute the cash to
those Shareholders. Approximately 94.5 per cent of the Company's
holding of 4,174,259 shares in Lonestar is attributable to
Qualifying Shareholders and 5.5 per cent to Non-Qualifying
Shareholders. As a result, the Company expects to sell
approximately 240,000 Lonestar shares on behalf of Non-Qualifying
Shareholders.
The liquidator will continue the sale processes of the Company's
two unquoted investments of value and make cash distributions to
Shareholders as and when possible. The Investment Manager expects
the amounts to be realised by the sale of these unquoted
investments to be in line with the values at which they are carried
by the Company.
Based on a Lonestar bid price per share of US$8.94 and foreign
exchange rates on the Latest Practicable Date, the impact of the
Proposals would be to return to Shareholders an estimated GBP38.7
million or 86.1 pence per Share of value. This is 11% more than the
NAV of 77.75 pence per Share on the Latest Practicable Date which
reflects the lower expenses that are expected to be incurred in
implementing the Proposals than had been allowed for in calculating
the NAV as at the Latest Practicable Date.
-- Qualifying Shareholders would receive the equivalent of 64.0
pence per Share, based on the Lonestar bid share price and the
exchange rate at the Latest Practicable Date, by way of a
distribution of Lonestar Shares as soon as practicable following
the EGM to be held on 24 September 2018, and expected cash proceeds
equivalent to 22.1 pence per Share over the course of the
liquidation as the unquoted investments are realised over the
following six months depending on the ultimate realised value of
the investments.
-- Non-Qualifying Shareholders would receive 64.0 pence per
Share in cash, based on the Lonestar bid price and the exchange
rate on the Latest Practicable Date, as soon as practical following
the EGM and a further 22.1 pence per Share in cash over the course
of the liquidation as the unquoted investments are realised over
the following six months depending on the ultimate realised value
of the investments.
The liquidation of the Company is expected to be completed by 30
June 2019.
Expected timetable
Date of the Shareholder Circular 10 September 2018
Latest time and date for receipt 1.00 p.m. on 20 September 2018
of Forms of Proxy or transmission
of CREST Proxy Instructions
for the Extraordinary General
Meeting
Suspension of Shares from 7.30 a.m. on 24 September 2018
trading on the London Stock
Exchange and suspension of
the listing of the Shares
on the Specialist Fund Segment
Extraordinary General Meeting 1.00 p.m. on 24 September 2018
Register closes and Record close of business on 24 September
Date for in specie distribution 2018
and Shareholder entitlements
in respect of the liquidation
of the Company
In specie distributions to as soon as practicable after 24
Qualifying Shareholders in September 2018
respect of their pro rata
entitlement to Lonestar Shares
Cash distributions to Non-Qualifying as soon as practicable after
Shareholders in respect of 24 September 2018
their pro rata entitlement
to Lonestar Shares
Cancellation of listing by 30 September 2018
Latest time and date for receipt close of business on 23 November
of DTC application forms from 2018
Qualifying Shareholders
This announcement does not contain all the information which is
contained in the Shareholder Circular. Shareholders should read the
Shareholder Circular to make informed decisions. Defined terms used
in this announcement have the meanings given in the Shareholder
Circular unless the context otherwise requires or they are
otherwise defined in this announcement.
For further information, please contact:
BNP Paribas Securities Services +44(0) 1481 750822
Sarah Hendry
Ecofin Limited +44(0) 20 7451 2929
Christopher Rowland
Elspeth Dick
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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September 10, 2018 09:00 ET (13:00 GMT)
EF Realisation (LSE:EFR)
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