Circ re Proposed Liquidation and Cancellation of Listing
2011年7月14日 - 11:39PM
RNSを含む英国規制内ニュース (英語)
TIDMSVU
SVM UK Active Fund PLC
Proposed Liquidation and Cancellation of Listing
Publication of Circular
14 July 2011
The Board of SVM UK Active Fund PLC (the "Company" or "SVU") announces
proposals to liquidate the Company and the cancellation of the Listing of SVU
shares of 25p each ("Shares") and their trading on the London Stock Exchange's
main market. A circular is to be posted to SVU Shareholders today containing
the notice of a general meeting.
1. Background
Cyrun Finance Limited ("Cyrun") has acquired approximately 93% of the issued
share capital of the Company. It was Cyrun's stated intention that the Company
should continue to operate as an investment trust following its offer, not to
wind it up. However, as a result of the high level of acceptances that Cyrun
received under its Offer, it is not possible for the Company to continue to
operate as an investment trust. Cyrun has therefore considered the liquidation
of the Company and requested the board to convene a general meeting at which a
resolution to liquidate the Company will be proposed.
The Board has therefore convened a general meeting, notice of which is set out
at the end of this document to consider a resolution to liquidate the Company,
to appoint the Liquidators and to authorise the Liquidators to exercise certain
powers in accordance with the Insolvency Act 1986.
Cyrun served notice under section 979 of the Companies Act 2006 on 30 June 2011
to acquire compulsorily all Shares which it does not already own, as a result
of which all Shareholders (other than Cyrun and its nominee) will be entitled
to receive 191.2 pence per Share in cash and will not be exposed to any risk or
rewards arising from variations in the amount of the liquidation proceeds..
The effect of the Compulsory Acquisition Procedures is that Cyrun and its
nominees will be the sole Shareholders at the time of the meeting. Cyrun has
stated its intention to vote in favour of the Resolution, the effect of which
is that the Resolution will be passed.
2. Cancellation of Listing and trading
The Offer document published by Cyrun containing its Offer for all the Shares
which it did not already owned contained a statement that a notice period of
not less than 20 days would be given of the cancellation of listing following
Cyrun obtaining over 75% of the Shares in issue or issuing compulsory
acquisition notices.
Notice is hereby given of the cancellation of the Listing of Shares on the
Official List and trading in Shares on the London Stock Exchange's main market,
which is expected to take effect on 17 August 2011 being the date of the
General Meeting. The ISIN of the Shares is GB0009115444.
3. Net Asset Value and liquidation proceeds
The Company's investment portfolio has been sold in anticipation of the
proposed liquidation. The Company has settled substantially all its
liabilities, and its net asset value therefore amounts to GBP59.6 million held in
cash or near cash, being approximately 187.6 pence per Share.
No dividends will be paid prior to the general meeting.
The liquidation proceeds will comprise the cash, less costs of the liquidation
and may be distributed to Shareholders (being Cyrun and its nominee following
the Compulsory Acquisition Procedures) in one or more instalments. .
4. Compulsory acquisition of Shares
Where a bidder acquires over 90% of the shares to which an offer relates, it
has the power under the Companies Act 2006 to acquire the remaining shares
compulsorily at the offer price.
On 30 June 2011 Cyrun exercised its right under the Companies Act to buy the
Shares which it did not already own for 191.2p per Share in cash. Cyrun will
transfer the cash consideration to the Company's registrar, Computershare
Investor Services PLC on 11 August 2011.
Computershare Investor Services will act as agent for the Company maintaining a
register and holding cash for dissenting shareholders, if any, and (subject to
the action being taken by Shareholders as set out in the following paragraph)
will send cheques to the relevant Shareholders by first class post, at the risk
of the Shareholders concerned, within 14 days of 11 August 2011 (ie by 25
August 2011) or within 14 working days of the later receipt of certificates or
CREST details.
5. Action to be taken to receive 191.2p per Share
Holders of Shares in certificated form (ie not held electronically in CREST),
should send their certificate(s) with a signed letter quoting the number of
Shares to be acquired (or a Form of Acceptance) to Computershare, Corporate
Actions Projects, Bristol BS99 6AH, United Kingdom or by hand (during normal
business hours) to Computershare The Pavilions, Bridgwater Road, Bristol BS13
8AE so as to be received by close of business on 11 August 2011.
If any certificates are not received before 11 August 2011, the cash
consideration due will be held on trust for the relevant shareholder pending
the subsequent receipt of the certificates, following receipt of which a cheque
will be issued within 14 business days.
Holders of Shares in uncertificated form (i.e. in CREST) should send a letter
signed by all authorised signatories to the above address, quoting the number
of shares to be acquired and also the shareholder's CREST Participant ID and
Member Account. If the required authorisation is not received before 11 August
2011, the cash consideration due will be held on trust for the relevant
shareholder pending the subsequent receipt of the required signed letter,
following receipt of which a cheque will be issued within 14 business days.
Holders of Shares who did not accept the Offer and have not applied to the
court in respect of all their holding of Shares before 11 August 2011, or if
such application to court is made and is then dismissed, Cyrun will be entitled
and bound to acquire compulsorily their Shares for 191.2p each.
The cash consideration payable to shareholders will be held for them on trust,
in accordance with section 981(9) of the UK Companies Act. Thereafter, it will
be transferred to the relevant shareholders upon their application to
Computershare Investor Services PLC, provided that such application contains
details of the Shares held by them and is accompanied by the relevant share
certificate(s) and/or other document(s) of title.
6. General Meeting
The liquidation of the Company will be considered and voted on as a special
resolution at the General Meeting, which has been convened for 4.00 pm on 17
August 2011. The notice convening the General Meeting is set out at the end of
this document. The General Meeting will be held at the offices of Fairfax I.S.
PLC at 46 Berkeley Square, London W1J 5AT.
All Shareholders on the register at close of business on 15 August 2011 are
entitled to attend and vote at the General Meeting. In accordance with the
Articles, all Shareholders present in person or by proxy shall upon a show of
hands have one vote and upon a poll shall have one vote in respect of every
Share held.
As Cyrun and its nominees will be the only Shareholders entitled to attend and
vote at the General Meeting (as a result of the Compulsory Acquisition
Procedures), no forms of proxy are being distributed to other Shareholders.
7. Recommendation
The Board considers that the Liquidation is in the best interests of
Shareholders as a whole and recommends Shareholders who are eligible to vote
(ie Cyrun and its nominees) to do so in favour of the resolution to liquidate
the Company.
None of the directors holds any Shares, accordingly they will not vote on the
resolution. However Cyrun (of which I am chairman) intends to vote in favour of
the resolution in respect of its entire shreholding, which is expected to
comprise 100% of the Company's issued share capital by the date of the General
Meeting as a result of the compulsory acquisition process becoming effective on
11 August 2011.
8. Circular
A copy of the Circular will shortly be submitted to the National Storage
Mechanism and will shortly be available for inspection at
http://www.hemscott.com/nsm.do
All enquiries
Carolina Viola Tel: 0131 226 6699
Company Secretary
END
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