TIDMEQPI TIDMEQPC
RNS Number : 6312J
Equity Partnership Inv Co PLC
01 July 2011
THE EQUITY PARTNERSHIP INVESTMENT COMPANY PLC
NOTICE OF EGM
The Board announces that a circular will be posted today
convening an extraordinary general meeting of the Company, which is
to be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP
at 11 a.m. on 25 July 2011.
The purpose of the Circular is to provide details of proposals
to be considered by Capital Shareholders at the EGM, which
comprise:
1. the Distribution in Specie, which will enable those Capital
Shareholders who wish to retain direct exposure to ESO's private
equity portfolio beyond 31 July 2011 the opportunity to do so by
receiving Remaining ESO Securities in specie; and
2. a renewal of the Company's authority to purchase Capital
Shares.
The Board recommends thatCapital Shareholders vote in favour of
the resolutions to be proposed at the EGM.
The text of the Chairman's letter is set out below. A copy of
the Circular will be submitted to the National Storage Mechanism
and will thereafter be available for inspection at
www.Hemscott.com/nsm.do. Definitions used in the Circular shall
have the same meanings when used in this announcement unless the
context otherwise requires.
Enquiries:
The Equity Partnership Investment Company PLC
Philip Scales
Tel. 01624 681 250
Numis Securities
Nathan Brown
Tel. 020 7260 1426
Recommended proposals to (1) authorise the Distribution in
Specie of the Distribution Shares and Convertible Loan Notes to
holders of Capital Shares on liquidation of the Company; and (2)
renew the Company's authority to purchase Capital Shares
Background to the Proposals
The Company was launched on 17 August 2001 with a planned life
to 31 July 2011. At the 2008 AGM of the Company, a resolution that
the Company should not continue as an investment company beyond 31
July 2011 was approved by the Capital Shareholders.
Following that approval, the Board stated that its priority was
to ensure that the senior ranking Zero Dividend Preference Shares
and Income Shares had their final entitlements, which are due on 31
July 2011, backed by a combination of liquid assets (namely cash
and cash equivalents) and semi-liquid assets (namely listed or
quoted securities).
With this objective in mind, on 31 August 2010 the Company
announced the sale of the Company's private equity portfolio to ESO
(the "Disposal"). The satisfaction of part of the consideration due
to the Company for the Disposal by payment of GBP10.0 million in
cash increased the liquidity and transparency of the Company's
portfolio whilst the receipt of the ESO Instruments issued to the
Company by ESO as the remainder of the consideration meant the
Company has retained some exposure to what the Board and its
advisers believed to be a potentially valuable portfolio of private
equity investments.
The portion of the consideration made up of these ESO
Instruments comprised 3,580,379 ESO Shares ("Disposal Shares") and
10,000,000 unsecured convertible loan notes of GBP1 each issued by
ESO ("Convertible Loan Notes").
As I first described at the time of the sale of the Company's
private equity portfolio to ESO, and recently detailed in the
Chairman's Statement in the Company's interim report published on
29 March 2011, it has been the Board's intention to put forward
proposals which:
1. enable those Capital Shareholders who wish to retain direct
exposure to ESO's private equity portfolio beyond 31 July 2011 the
opportunity to do so by receiving Remaining ESO Securities in
specie (the "Distribution in Specie"), potentially allowing them to
benefit from value creation in ESO's maturing and conservatively
valued investments and a narrowing of the discount on ESO's listed
shares; and
2. offer a liquidity mechanism to those Capital Shareholders who
either do not wish to or are unable to receive the Distribution in
Specie.
I have also previously cautioned that, because of the illiquid
nature of certain of our remaining investments, it might be
necessary to provide a continuation vehicle for any investments
which can only be realised after 31 July 2011 if we are to maximise
value for Capital Shareholders.
The purpose of this circular is to provide details of proposals
(the "Proposals") to be considered by Capital Shareholders at an
extraordinary general meeting of the Company to be held at IOMA
House, Hope Street, Douglas, Isle of Man IM1 1AP at 11 a.m. on 25
July 2011 (the "EGM"). The Board recommends that Capital
Shareholders vote in favour of the resolutions to be proposed at
the EGM (the "Resolutions") to implement the Proposals. The
Proposals comprise:
1. the Distribution in Specie; and
2. a renewal of the Company's authority to purchase Capital
Shares.
Details of the Proposals
1. Distribution in Specie
At the time of the sale of the Company's private equity
portfolio to ESO, the share prices of the Income Shares and the
Capital Shares indicated investors' concerns that insufficient
liquidity could be raised over the remaining life of the Company to
satisfy its obligations to Zero Dividend Preference Shareholders
and Income Shareholders. The Capital Share discount, in particular,
reflected the concern that assets may have to be sold at distressed
valuations, thereby eroding the residual value available to Capital
Shareholders. Following the sale of the private equity portfolio to
ESO the prices of both Income Shares and the Capital Shares rose
substantially, reflecting, in the Board's opinion, increased
confidence that sufficient liquidity would in fact be available by
the end of July 2011. Securing funding for the Company's
obligations to the senior ranking Zero Dividend Preference
Shareholders and Income Shareholders via the sale of the private
equity portfolio to ESO also enabled the Manager to focus on
securing the best possible outcome for Capital Shareholders over
the remaining life of the Company.
At the time of the sale of the Company's private equity
portfolio to ESO, the Board stated its intention to provide Capital
Shareholders with the option to elect to receive a pro rata
entitlement to the Disposal Shares and Convertible Loan Notes
received from ESO as part consideration for the sale of EPIC's
unlisted investments to ESO which would give them a substantial
income and an opportunity to participate in further growth in the
value of the combined private equity portfolios (comprising the
existing portfolio of ESO at the time of Disposal and the private
equity portfolio sold to ESO by the Company).
The Board hereby confirms that it intends to put in place a
mechanism whereby some or all of these Disposal Shares and
Convertible Loan Notes, as well as the 2,612,718 ESO Shares
previously held by the Company (together "Remaining ESO
Securities"), will be distributed pro rata (subject to certain
limited exceptions - see the paragraph headed "Overseas
shareholders" below) to holders of Capital Shares at or soon after
the end of July 2011. This mechanism is designed to maximise value
for Capital Shareholders by retaining their exposure to the
Company's existing investments rather than the Company being forced
to realise the Remaining ESO Securities in the secondary market
which may erode value.
It is not possible at this stage to provide precise details of
the individual entitlements to any Distribution in Specie. However,
for indicative purposes only, if the entitlements of the holders of
the Zero Dividend Preference Shares and Income Shares and other
expenses and liabilities can be satisfied out of cash and other
assets of the Company, a total of 6,193,097 Distribution Shares and
10,000,000 Convertible Loan Notes would fall to be distributed to
Capital Shareholders. At the date of this Circular there are
40,304,312 Capital Shares in issue which would give rise to an
entitlement to 0.154 ESO Shares and 0.248 Convertible Loan Notes
for every Capital Share. Based on the value of the Company's net
assets as at 24 June 2011, the Board estimates that the final
entitlements of the Income Shares and the Zero Preference Dividend
Shares will be covered by cash at 31 July 2011 and therefore that
all of these holdings in ESO will be available for a Distribution
in Specie.
The Board is hopeful that EPIC's other remaining assets will
have been sold before the end of July 2011 although there can be no
guarantee at this time. Other investments not sold at the time of
the liquidation of the Company will be realised by the liquidator
when suitable opportunities arise and the resulting net proceeds
will be distributed when available. It is therefore the Board's
intention to distribute a combination of cash, Distribution Shares
and Convertible Loan Notes to Capital Shareholders in specie
proportional to their holding of Capital Shares.
The Board understands that some Capital Shareholders may be
unable or unwilling to receive and retain an investment in ESO. It
is therefore the Company's intention to engage Numis Securities
Limited, the Company's corporate broker, to sell, prior to 31 July
2011, in the market any Capital Shares held by investors who have
indicated to the Company that they do not wish to receive the
Distribution in Specie. Shareholders wishing to be considered for
this arrangement are requested to write to the Company at its
registered office at IOMA House, Hope Street, Douglas, Isle of Man
IM1 1AP with full details of their holdings no later than 5.00 p.m.
on 15 July 2011. Numis will use its reasonable endeavours, working
in conjunction with the Board and Manager, to achieve the best
possible sale price for such Capital Shares, but it is not possible
to provide assurance as to the price that will be achieved in
practice.
Those Capital Shareholders who do not have their shares sold in
this way will continue to have their Capital Shares traded on the
Main Market of the London Stock Exchange until the date of the
Company's liquidation, which is scheduled for 31 July 2011. All
Capital Shareholders at the time of liquidation will participate in
the Distribution in Specie of the Distribution Shares and
Convertible Loan Notes, subject to the paragraph below titled
"Overseas shareholders".
The Articles require that the Distribution in Specie be
authorised by a special resolution. Your Board is seeking
authorisation for the Distribution in Specie now so that, if
approved, arrangements can be made in advance of 31 July 2011 to
effect the Distribution in Specie which will then be implemented by
the liquidator.
The authorisation sought at the EGM gives your Board and, after
the appointment of a liquidator of the Company, the Company's duly
appointed liquidator a wide discretion to make arrangements for the
Distribution in Specie. It is currently anticipated that this
discretion will include (without limitation):
-- determining the ratio of the Distribution Shares and
Convertible Loan Notes to be distributed for each Capital Share
held;
-- determining the mechanism and procedure for implementing the
Distribution in Specie;
-- putting in place arrangements to deal with any fractional
entitlements to the Distribution Shares and/or Convertible Loan
Notes, including whether or not to ignore fractions; and
-- determining whether any holders of Capital Shares resident
outside of the United Kingdom should be excluded from the
Distribution in Specie and, if so, putting in place arrangements
for the sale of the Distribution Shares and/or Convertible Loan
Notes that would otherwise be distributed to them for their benefit
(please see the paragraph headed "Overseas shareholders"
below).
Details of arrangements for the distribution will be circulated
following approval of the Distribution in Specie at the EGM.
2. Purchase of Capital Shares
The Company's authority to purchase Capital Shares expired at
its annual general meeting held earlier this year. The directors of
the Company believe it may be advantageous for the Company to have
the flexibility to purchase Capital Shares in the closing stages of
the Company's life so as to help satisfy the wishes of Capital
Shareholders wishing to dispose of their Capital Shares and to
enhance the net asset value of the remaining Capital Shares.
A resolution to grant such authority, as required by the Isle of
Man Companies Act 1992, appears as resolution 2 in the Notice of
EGM.
It is proposed that the Board be authorised to purchase in the
market up to 14.99 per cent. of the issued Capital Shares. Any
purchase of the Capital Shares will be made subject to the
requirements of Manx Law and in accordance with the Articles and
the special resolution passed by the Capital Shareholders
authorising such purchase. Any Capital Shares so purchased shall be
treated as cancelled on purchase and the nominal amount of the
Company's issued Capital Shares shall be diminished by the nominal
value of the cancelled Capital Shares accordingly.
In accordance with section 13 of the Isle of Man Companies Act
1992, the authority granted by Capital Shareholders must specify
the maximum price payable. This has been set at GBP1 per Capital
Share (or, if less, 105 per cent. of the average of the middle
market quotations taken from the Official List of the UK Listing
Authority for the five business days before the purchase was made)
but purchases of the Capital Shares will only be made for cash at
prices below the estimated net asset value per share at the
relevant time. The minimum price payable per Capital Share under
the authority has been set at 10 pence, the nominal value of the
Capital Shares.
The authority to purchase Capital Shares will expire on the
earlier of 30 September 2011 or the date of liquidation of the
Company.
An undertaking has been given that the power to purchase Capital
Shares will not be exercised unless, after such purchase,
sufficient cash resources would remain to satisfy in full the
entitlements of the Zero Dividend Preference Shareholders and
Income Shareholders on 31 July 2011. Subject to that undertaking
being satisfied and sufficient shares being available, it would be
the Board's intention to seek to purchase up to 14.99 per cent. of
the issued Capital Shares within the parameters permitted by the
share buyback authority. While retaining its absolute discretion as
to the execution and pricing of any purchases, the Board currently
believes that purchases of Capital Shares at prices of up to 25
pence per Capital Share would be in the interests of Capital
Shareholders as a whole.
There are no outstanding options or warrants to subscribe for
Capital Shares or Income Shares.
Outlook for ESO
ESO's current objective is to grow its net asset value by
developing the core portfolio of its seven largest investments. ESO
intends in the short term to realise the smaller assets and embark
on share buy-backs to improve liquidity and narrow the share price
discount to net asset value.
The ESO Board and the ESO Investment Adviser are aware that some
shareholders who have been invested for a significant period of
time in the Capital Shares may have different aspirations and
investment time horizons from the majority of ESO's current
shareholder base. ESO expects to generate sufficient cash to
provide liquidity for those shareholders who are likely seek it
over the next two to three years. However the ESO Board and the ESO
Investment Adviser believe that the core portfolio has the
potential to generate substantial returns for shareholders and that
some holdings are likely to require further investment in order to
maximise value. It should be noted that the ESO Investment
Adviser's interests are closely aligned with those of the
shareholders of ESO with the ESO Investment Adviser's team owning
approximately 12 per cent. of the ESO Shares in issue and a carried
interest entirely dependent on the successful and timely
realisation of investments.
The Board believes that the combination of the current ESO share
price discount, conservative valuations and a positive outlook for
the underlying investments means the Distribution Shares and
Convertible Loan Notes are likely to provide an attractive capital
gain and income opportunity for both short and longer term
investors. The Board therefore recommends that Capital Shareholders
support the Proposals.
Overseas shareholders
Any person resident outside of the United Kingdom who is to
receive his or her entitlement to the Distribution Shares and/or
Convertible Loan Notes pursuant to the Distribution in Specie will
be required to satisfy himself or herself as to full observance of
the laws of the relevant territory in connection therewith,
including obtaining any requisite government or other consents,
observing any other requisite formalities and paying any issue,
transfer or other taxes due in such territory. In addition, the
Company will not distribute Distribution Shares and/or Convertible
Loan Notes to any person resident outside of the United Kingdom
where it has received legal advice that such distribution would
violate any legal prohibition or would necessitate registration,
filing or other steps that the Board considers to be unduly
onerous. To the extent lawful and commercially feasible, the
Company will sell any Distribution Shares and/or Convertible Loan
Notes that are not distributed to such Capital Shareholders for
their benefit.
Trading Distribution Shares and Convertible Loan Notes
The Distribution Shares are admitted to trading on AIM.
In accordance with the terms of issue of the Convertible Loan
Notes, application is being made for their admission to trading on
PLUS. Eligibility for admission of the Convertible Loan Notes, and
the ESO Shares, has been confirmed subject to completion of the
formal application process. The Company will make an announcement
once trading on PLUS has commenced, which is expected to be
effective in mid-July 2011.
Liquidation Arrangements
The Company and EPIC Securities intend to publish separate
circulars shortly convening further extraordinary general meetings,
to propose resolutions to appoint liquidators and to provide
details of proposals for those companies' liquidations, including
the proposed entitlements of the Capital Shares, Income Shares and
Zero Dividend Preference Shares.
The Board is unable at this time to estimate the entitlements of
the Capital Shares, Income Shares and Zero Dividend Preference
Shares in those intended liquidations.
The Company and EPIC Securities will be placed into liquidation,
and trading in shares of each will cease, on the passing of any
winding-up resolutions.
Extraordinary general meeting
Capital Shareholders will find at the end of this Circular a
notice convening the EGM. The EGM is convened to be held at 11 a.m.
on 25 July 2011 and will be held at IOMA House, Hope Street,
Douglas, Isle of Man.
Special resolutions to: (1) authorise the Distribution in
Specie; and (2) renew the Company's authority to purchase Capital
Shares, will be considered at the EGM.
The quorum for the EGM is two persons entitled to attend and to
vote on the business to be transacted, each being a member or a
proxy for a member or a duly authorised representative of a
corporation which is a member. Only holders of Capital Shares will
be entitled to vote on the resolutions to be proposed at the
EGM.
Action to be taken
Capital Shareholders will find enclosed a form of proxy for use
at the EGM. Whether or not Capital Shareholders propose to attend
the EGM, they are requested to complete and return the proxy form
in accordance with the instructions printed thereon as soon as
possible, and in any event, so as to be received by not later than
48 hours before the meeting is held. The completion and return of
the proxy form will not prevent Capital Shareholders from attending
and voting in person at the EGM, should they so wish.
No action is required at this time in respect of the intended
liquidations of the Company and EPIC Securities.
Recommendation
In the Board's opinion, the Proposals are in the best interests
of the Capital Shareholders as a whole. Accordingly, the directors
of the Company unanimously recommend that holders of Capital Shares
vote in favour of the Resolutions to be proposed at the EGM.
Yours faithfully
Cameron McPhail
Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
END
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