TIDMTRV
RNS Number : 6178A
Treveria PLC
30 September 2015
Treveria plc
Notice of Extraordinary General Meeting
Treveria plc (AIM: TRV) has today issued a circular to
shareholders containing a notice of an Extraordinary General
Meeting, the full text of which is given below.
For further information, please contact:
FIM Capital Limited
-----------------------------------------
Graham Smith +44 (0) 1624 681250
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N+1 Singer
-----------------------------------------
James Maxwell
Richard Salmond +44 (0) 20 7496 3000
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt about the contents of this
document and/or the action you should take, you should immediately
consult your stockbroker, bank manager, solicitor or other
independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) who specialises in
advising in connection with shares and other securities if you are
in the United Kingdom or, if you are resident outside the United
Kingdom, from another appropriately qualified independent financial
adviser.
If you have sold or transferred all your Ordinary Shares you
should send this document together with the accompanying Form of
Proxy as soon as possible to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer
was effected for onward transmission to the purchaser or
transferee. If you have sold or transferred only part of your
holding in Ordinary Shares in the Company, you should retain these
documents, and consult the person through whom the sale or transfer
was effected.
The distribution of this document in jurisdictions other than
the UK may be restricted by law and, therefore, persons into whose
possession this document comes should inform themselves about and
observe any such restrictions. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdictions. In particular, this document should not be
forwarded or transmitted in or into the United States, Canada,
Australia, South Africa, Japan or any other jurisdiction where it
would be illegal to do so. The Ordinary Shares have not been
registered under the United States Securities Act 1933 (as amended)
or under any of the relevant securities laws of any state of the
United States or of Canada, Australia, South Africa or Japan.
Accordingly, none of the Ordinary Shares may (unless an exemption
under relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States, Canada, Australia, South Africa or Japan or for the account
or benefit of any such person located in the United States, Canada,
Australia, South Africa or Japan.
This document does not constitute a prospectus for the purposes
of the Prospectus Rules of the FCA or an admission document for the
purpose of the AIM Rules for Companies. The Directors accept
responsibility for the information contained in this document and
to the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case) the information
contained in this document is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
The London Stock Exchange Plc has not itself examined or
approved the contents of this document. AIM is a market designed
primarily for emerging or smaller companies to which a higher
degree of investment risk tends to be attached than to larger or
more established companies. AIM securities are not admitted to the
Official List and the AIM Rules are less demanding than those of
the Official List.
TREVERIA PLC
(Incorporated and registered in the Isle of Man under the Isle
of Man Companies Act 1931-2004
with company number 114610C)
Proposals for:
Approval of New Articles
Re-registration under the 2006 Companies Act
Change to par value of shares
and
Notice of Extraordinary General Meeting
Your attention is drawn to the letter from Graham Smith,
non-executive director of Treveria plc which is set out on pages 7
to 10 of this document. Your Board recommends that you vote in
favour of the resolutions to be proposed at the General Meeting
referred to below. You should read the whole text of this
document.
Notice of an Extraordinary General Meeting of Treveria plc to be
held at IOMA House, Hope Street, Douglas, Isle of Man at 10.00 a.m.
on 23 October 2015 is set out at the end of this document. A form
of proxy for use at the General Meeting accompanies this document.
Whether or not you propose to attend the General Meeting, you are
requested to complete and return the accompanying Form of Proxy in
accordance with the instructions printed on it to FIM Capital
Limited, IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP as
soon as possible and in any event no later than 48 hours before the
time of the Extraordinary General Meeting or any adjourned meeting.
Completion and return of the Form of Proxy will not preclude a
Shareholder from attending in person and voting at the General
Meeting.
Copies of this document will be available free of charge from
the Company's registered office, IOMA House, Hope Street, Douglas,
Isle of Man IM1 1AP during normal business hours and a copy is
available on the website of Treveria plc at www.treveria.com
CONTENTS
Page
Expected timetable of principal events 3
Definitions 4
Directors, Secretary and Advisers 6
Letter from the Non-executive Directors 7
Notice of the Extraordinary General Meeting 14
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Indicative timetable 2015
Publication of this Document 29 September
Latest time and date for receipt of 10:00 a.m. on 21 October
Forms of Proxy
Extraordinary General Meeting 10:00 a.m. on 23 October
Declaration of Distribution 29 October
Date Ordinary Shares marked "ex" 5 November
Record Date 6 November
Payment Date of Distribution 20 November
DEFINITIONS
The following definitions apply throughout this Circular unless
the context requires otherwise:
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules" the AIM rules for companies
whose securities are admitted
to trading on AIM as published
by the London Stock Exchange
from time to time
"Articles" the articles of association
of the Company
"Board" or "Directors" the board of directors of the
Company, comprising Graham Smith
and David Malpica as at the
date of this Circular
"Circular" this document
"Company" or "Treveria" Treveria plc, a company incorporated
and registered in Isle of Man
with company number 114610C
"Distribution" the distribution, expected to
be approximately 3.5 Eurocents
per Ordinary Share to be declared
immediately after Re-registration
with a payment date of 20 November
2015
"Extraordinary General Meeting" the extraordinary general meeting
of Shareholders convened pursuant
to the Notice set out at the
end of this Circular for 10:00
a.m. on 23 October 2015
"Form of Proxy" the form of proxy accompanying
this document for use at the
Extraordinary General Meeting
"London Stock Exchange" London Stock Exchange PLC
"New Ordinary Shares" ordinary shares in the share
capital of the Company following
the Re-registration
"New Articles" the new articles of association
to be adopted by the Company
upon Re-registration
"New Memorandum" the new memorandum of association
to be adopted by the Company
upon Re-registration
"Notice" the notice of the Extraordinary
General Meeting set out at the
end of this document
"Nplus1 Singer" Nplus1 Singer Advisory LLP (Registered
in England and Wales with registered
number OC364131 and registered
with the FCA with number 568323)
"Ordinary Shares" ordinary shares of EUR0.01 each
in the capital of the Company
"Proposals" the Proposals set out in this
Circular including the re-registration
of the Company as a company
incorporated under the 2006;
Act, the adoption of the New
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Memorandum and Articles of Association
of the Company and other matters
to be considered at the General
Meeting
"Record Date" 6 November 2015
"Re-registration" the re-registration of the Company
as a company governed by the
2006 Act
"Resolutions" the resolutions, set out in
the Notice, to be tabled at
the General Meeting and "Resolution"
shall be construed accordingly
"Shareholders" the registered holders of Ordinary
Shares
"Solvency Test" the requirement under the 2006
Act that a company will have
sufficient resources to meet
its liabilities after making
a distribution to its shareholders
"2006 Act" the Companies Act 2006 (as amended
from time to time) of the Isle
of Man
Directors, Secretary and Advisers
Directors Graham Smith, Non-executive Director
David Malpica, Non-executive Director
Registered Office IOMA House
Hope Street
Douglas
Isle of Man
IM1 1AP
Nominated Adviser and Nplus1 Singer Advisory LLP
Broker One Bartholomew Lane
London
EC2N 2AX
Registrar and CREST Computershare Investor Services (Jersey)
Agent Ltd
Queensway House
Hilgrove Street
St Helier
Jersey
JE1 1ES
Company's website www.treveria.com
LETTER FROM THE DIRECTORS
Treveria plc
(Incorporated and registered in the Isle of Man under the Isle
of Man Companies Act 1931 - 2004 with company number 114610C)
Directors: Registered Office:
Graham Smith, Non-executive Director IOMA House
David Malpica, Non-executive Director Hope Street
Douglas
Isle of Man
IM1 1AP
29 September 2015
To all shareholders
Proposals for:
Approval of New Articles
Re-registration under the 2006 Companies Act
Change to par value of shares
and
Notice of Extraordinary General Meeting
Introduction
I am writing to give you details of the resolutions to be
proposed at an Extraordinary General Meeting of the Company to be
held at the offices of FIM Capital Limited, IOMA House, Hope
Street, Douglas, Isle of Man on 23 October 2015 at 10.00 a.m, and
which are set out in the notice of Extraordinary General Meeting on
pages 14 - 15 of this document.
On 3 September 2015, the Company announced the sale of its
entire interest in its subsidiaries for approximately EUR17
million, and that legal proceedings against two of its former
professional advisers had been concluded on mutually acceptable
terms. The Company has therefore completed the orderly realisation
of its portfolio in accordance with its Investment Policy.
Accordingly, the Board is intending to return to shareholders all
the cash belonging to the Company, except for a residual amount to
cover estimated final costs. However, this is dependent on
Shareholders approving a change to the Company's legal form at the
EGM, described more fully below.
As a result of the implementation of the chosen strategy the
Company has no remaining assets of any value which would justify
the on-going corporate and administrative costs of a quoted Group
under its present ownership and resources. Discussions have taken
place with a number of parties interested in retaining the
admission of Ordinary Shares to trading on AIM and utilising the
Company for other business activities, with a view to affording all
Shareholders a means of maintaining a modest investment in the
on-going Group or to exit entirely, as they should decide.
Accordingly and following the conclusion of the Extraordinary
General Meeting and approval of the final return of capital to
Shareholders, your Board expects to seek additional approvals from
Shareholders concerning the winding-up or other ultimate
disposition of the Company. In order to provide maximum flexibility
for your Board in considering all options following the return of
capital, it is proposed at the Extraordinary General Meeting to
seek approval from Shareholders to, additionally, to allow the
Company to potentially raise fresh capital. The Extraordinary
General Meeting is being convened at which Shareholders will be
asked to vote on the Proposals. The Proposals comprise:
re-registration of the Company as a company incorporated under the
2006 Act; an authority to the Directors to allot New Ordinary
Shares and approval of the New Memorandum and Articles of
Association of the Company.
This document sets out the details of the Proposals to be
considered at the Extraordinary General Meeting. It also explains
why your Board is recommending that you vote in favour of the
Resolutions. Further details of the Extraordinary General Meeting
and action to be taken are set out on pages 14 to 15 of this
document. Shareholders are encouraged to complete their Form of
Proxy whether or not they intend to attend the meeting and return
it as soon as possible, but in any event no later than 10.00 a.m.
on 21 October 2015.
Proposed conversion to a 2006 Act Company
The Directors have been considering the means by which the
proceeds from the sales of investments might be distributed to
Shareholders. It should be noted that the existing capital
structure includes issued share capital of EUR6,050,088 and a
capital redemption reserve of EUR1,108,487 neither of which are
distributable. The Directors have concluded that it would be in the
best interest's of the Company and the Shareholders to re-register
the Company as a company governed by the 2006 Act.
The 2006 Act updates and modernises Isle of Man company law and,
amongst other things, abolishes a number of traditional company law
formalities including the requirement to maintain capital (subject
to solvency). Accordingly, subject to the Re-registration becoming
effective, it should be simpler for the Company to return funds to
its Shareholders.
Part 1 of the Schedule to this Circular contains a brief
explanation of the key characteristics of companies incorporated
under the 2006 Act. As part of the Re-registration the Company
proposes to adopt the New Memorandum and the New Articles, which
the Company considers are appropriate for a company incorporated
under the 2006 Act and the shares of which are admitted to AIM.
Changes considered significant which have been incorporated in to
the New Articles are listed in Part 2 of the Schedule to this
Circular.
The Directors therefore propose a special resolution at the
Extraordinary General Meeting approving the following additional
matters:
(a) the re-registration of the Company as a company governed by
the 2006 Act (it is currently incorporated under the Isle of Man
Companies Acts 1931-2004) (the "Re-registration"); and
(b) the adoption of a new memorandum of association (the "New
Memorandum") and new articles of association (the "New Articles")
suitable for a company governed by the 2006 Act.
Copies of the New Memorandum and the New Articles are available
for review from the Company's registered office at any time before
the General Meeting; in addition, copies of the New Memorandum and
the New Articles will be available on the Company's website at
www.treveria.com and at the Extraordinary General Meeting.
On the basis that the Re-registration proceeds, the 2006 Act
provides that the Company will be deemed to be the same legal
entity as existed prior to the Re-registration and the
Re-registration will not serve to prejudice or affect the
continuity of the Company. On the date the Registrar of Companies
in the Isle of Man issues a certificate of re-registration in
respect of the Company, the Company will cease to be a company
incorporated under and subject to the Companies Acts 1931-2004 (as
amended); instead the Company will be subject to the 2006 Act.
Change in Par Value of Shares
Under the 2006 Act a share may be issued with or without a par
value. Under the 2006 Act the directors may by resolution, subject
to contrary provision in its memorandum or articles, alter the
Company's share capital comprising shares with par value in any way
and, in particular but without prejudice to the generality of the
foregoing, may-
(a) consolidate and divide all or any of such shares into shares of a larger amount;
(b) redenominate all or any of such shares as shares with a par value denominated in another currency on such basis as the directors see fit; or
(c) sub-divide such shares, or any of them, into shares of smaller amount.
It is proposed that following the Re-registration that the
Proposed Directors will pass a board resolution redenominating the
par value of the Ordinary Shares in issue from EUR0.01 per share to
no par value per share.
The change in par value of the shares is not considered to have
any detrimental effect on the rights attaching to the Ordinary
Shares held by the Shareholders.
Registered Agent
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It is a requirement under the 2006 Act that the Company appoint
a licensed registered agent in the Isle of Man to act as registered
agent to the Company. The registered agent is required to submit
the Re-Registration application to the Isle of Man Companies
Registry on behalf of the Company. It is intended that FIM Capital
Limited (formerly known as IOMA Fund and Investment Management
Limited) will be appointed as the first registered agent of the
Company.
Certificates
No new share certificates will be issued as a result of the
Re-registration.
Distribution
Conditional upon the resolution to re-register the Company under
the 2006 Act being passed, and Re-registration being completed, the
Company shall immediately declare the Distribution expected to be
approximately 3.5 Eurocents to be paid on 20 November 2015 to
Shareholders recorded on the register on 6 November 2015. The
Ordinary Shares will be marked "ex" on 5 November 2015. The total
amount thereby distributed will equal approximately EUR21.175m,
which represents the entire net asset value of the Company, less a
performance fee, to which Kewbridge Capital Limited is
contractually entitled. The exact amount will be dependent on the
costs of dealing with residual issues, some of which can at present
only be estimated.
Taxation
The Distribution will be paid out of the distributable reserves
created upon the cancellation of the share premium which arose on
the admission of ordinary Shares to trading on AIM in 2005, and out
of the nominal share capital which will become distributable if
resolution 2 to convert the Company to a 2006 Act Company is
passed. Accordingly, the Company considers that the Distribution is
a return of capital, but shareholders are advised to consult their
own tax adviser to confirm the correct treatment of the
Distribution.
General Meeting
The Notice convening the Extraordinary General Meeting at which
the Resolutions will be proposed is set out at the back of this
Circular. A summary of the Resolutions is set out below. Please
note that unless all of the Resolutions are passed the Proposals
outlined in this Circular will not proceed.
Resolutions
Resolution 1, proposed as an ordinary resolution requiring
approval of 50% of shares being voted upon to be passed, will allow
the Company to issue additional Ordinary Shares, to facilitate
possible future arrangements for the Company being considered as an
alternative to a liquidation, in which the admission of Ordinary
Shares to trading on AIM is retained, and the Company is utilised
for other business activities
Resolution 2, proposed as a special resolution requiring
approval of 75% of shares being voted upon to be passed, will put
into effect a conversion of the Company to a 2006 Act Company, so
that the Company is able to return its capital, subject only to
meeting the requirements of the Solvency Test.
Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the
Extraordinary General Meeting. Whether or not you intend to be
present at the Extraordinary General Meeting, you are requested to
complete and return the Form of Proxy in accordance with the
instructions printed thereon as soon as possible. To be valid,
completed Forms of Proxy must be received at the Company's
registered office, IOMA House, Hope Street, Douglas, Isle of Man
IM1 1AP not later than 10.00 a.m. on 21 October 2015, being 48
hours before the time appointed for holding the Extraordinary
General Meeting. Completion of the Form of Proxy will not preclude
you from attending and voting at the Extraordinary General Meeting
in person if you so wish.
Recommendation
The Directors consider the Proposals to be in the best interests
of the Company and the Shareholders as a whole. The Directors
believe that there is an opportunity to achieve further value from
the Company in the future. They therefore believe that that the
Proposals give Shareholders the opportunity to realise cash for
their investment immediately, whilst the Directors evaluate and
consider the alternatives to delisting from AIM and winding-up the
Company. The Directors therefore unanimously recommend that you
vote in favour of the Resolutions to be proposed at the
Extraordinary General Meeting. Richmond Invest BV, a company in
which Mr David Malpica is beneficially interested, intend to vote
in favour of the resolutions representing 15.067% of the Company's
issued share capital.
Yours faithfully,
Graham Smith
Non- Executive Director
SCHEDULE
PART 1
KEY CHARACTERISTICS OF COMPANIES INCORPORATED UNDER THE 2006
ACT
The following are some key characteristics of companies
incorporated under, and subject to, the 2006 Act. It should be
noted that the following does not constitute an exhaustive list of
the differences between the statutory regimes to which companies
incorporated under the Isle of Man Companies Acts 1931 to 2004
(collectively, the "1931 Act") and companies incorporated under the
2006 Act are subject.
Resolutions
The 2006 Act does not differentiate between ordinary resolutions
(passed by a simple majority of votes cast in relation to the
relevant resolution) and special resolutions (passed by a majority
of three-quarters of votes cast in relation to the relevant
resolution). However, there is no prohibition on the Company
adopting such a differentiation if it chooses to do so.
Accordingly, the New Articles provide for both ordinary resolutions
and special resolutions where appropriate.
Share Capital
Companies incorporated under the 2006 Act are not required to
have an authorised share capital and therefore the New Articles
will not include an authorised share capital.
Reduction of Capital
The 2006 Act will permit the Company to reduce its share
capital, subject to a statutory solvency test (the "Solvency Test")
being satisfied and with the sanction of a special resolution of
its members. As such, there will be no need for the Court to
confirm any reduction of capital.
Dividends, Redemptions and Buy-backs of Shares
Subject to compliance with the New Memorandum and the New
Articles, the 2006 Act will allow the Company, post
Re-registration, to declare and pay a dividend, or to declare and
distribute a dividend in specie, and to purchase, redeem or
otherwise acquire its own shares subject only to meeting the
Solvency Test. There is therefore no requirement, subject to
satisfying the Solvency Test that dividends, purchases, redemptions
or other acquisitions of shares be made out of, or with reference
to, distributable reserves.
Amendments to Constitutional Documents
The 2006 Act does not require a company subject to its
provisions to amend its memorandum or articles of association by
special resolution. However, the proposed New Memorandum to be
adopted by the Company upon its Re-registration provides that the
Company's memorandum and articles of association may only be
amended by special resolution of the Company.
Voluntary Winding Up
Unless otherwise provided for in a company's memorandum and
articles of association, a 2006 Act company may be wound up
voluntarily with the sanction of an ordinary resolution of its
members.
Capacity and Powers
Companies incorporated under the 2006 Act have separate legal
personality and perpetual existence. In addition, such companies
have unlimited capacity to carry on or undertake any business or
activity; this is so notwithstanding the matter of corporate
benefit. The 2006 Act specifically states that no corporate act is
beyond the capacity of a company incorporated under the 2006 Act by
reason only of the fact that the relevant company has purported to
restrict its capacity in any way in its memorandum or articles of
association or otherwise. A person who deals in good faith with a
company incorporated under the 2006 Act is entitled to assume that
the directors of the company are acting without limitation.
Other Points
In addition to the foregoing, the following other points should
be noted in relation to companies incorporated under the 2006
Act:
- there are no prohibitions in relation to the Company providing
financial assistance for the purchase of its own shares;
- there is a requirement for a company to appoint a registered
agent appropriately licensed in the Isle of Man (it is proposed
that FIM Capital Limited will be the Company's first registered
agent following Re-registration);
- there is no differentiation between public and private companies;
- there are simple share offer document requirements/share
offering/prospectus requirements;
- there are reduced compulsory registry filings;
- there is no statutory requirement for a company incorporated
under the 2006 Act to have an annual general meeting ;
- there is no statutory requirement for a company incorporated
under the 2006 Act to have a company secretary ;
PART 2
SUMMARY OF THE NEW ARTICLES
The principal changes which would arise from the adoption of the
New Articles are summarised below. It should be noted that the
following does not constitute an exhaustive list of the differences
between the Company's current articles of association and the New
Articles.
Share Capital
Under the 2006 Act, there is no requirement to have an
authorised share capital, and accordingly this provision has been
deleted from the New Articles.
Increase, consolidation, cancellation and sub division
Under the 2006 Act, subject to any contrary provision in its
memorandum or articles the directors may, by resolution, alter a
company's share capital comprising shares with par value in any
way. The Articles have been amended to specifically grant the
directors the power to amend the par value of shares of the
Company.
Other amendments to the share capital are still required to be
authorised by ordinary resolution.
Purchase of Shares
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