TIDMERE
RNS Number : 8999V
Eredene Capital PLC
03 November 2014
3 November 2014
Eredene Capital PLC
("Eredene" or the "Company")
Proposed Tender Offer and Cancellation
The Company today announces that a circular (the "Circular")
will be sent to Shareholders later today detailing the following
proposals:
-- a tender offer, closing at 1.00 p.m. on 2 December, for up to
12 per cent. of the Company's issued shares at 10 pence per Share
(the "Tender Offer");
-- the proposed cancellation of the admission to trading of the
Shares on AIM (the "Cancellation"); and
-- the proposed re-registration of the Company as a private
limited company (the "Re-registration").
The Circular sets out the terms of the Tender Offer and
incorporates notice of a General Meeting to be held on 19 November
2014 at which special resolutions to approve the Cancellation and
Re-registration will be proposed.
Pursuant to Rule 41 of the AIM Rules, the Directors have
notified the London Stock Exchange of the intention to cancel the
admission of Ordinary Shares to trading on AIM, subject to
Shareholder approval. Under the AIM Rules it is a requirement that
the Cancellation is approved by the requisite majority of
Shareholder voting (being not less than 75. per cent of the votes
cast).
Subject to the resolutions approving the Cancellation and
Re-registration being passed, it is anticipated that Cancellation
will become effective on 11 December 2014 and Re-registration will
take effect on 17 December 2014.
Further details of the proposals are set out below.
Expected timetable of principal events
Latest time and date for receipt 10.00 a.m. 17 November 2014
of CREST Proxy Instruction for
the General Meeting
Latest time and date for receipt 10.00 a.m. 17 November 2014
of Forms of Proxy for the General
Meeting
General Meeting 10.00 a.m. 19 November 2014
Latest time and date for receipt 1.00 p.m. on 2 December 2014
of Tender Forms or TTE Instructions
from Shareholders in respect
of the Tender Offer
Record Date for participation close of business on 2 December
in the Tender Offer 2014
Results of Tender Offer announced 3 December 2014
Settlement date - cheques despatched 4 December 2014
and CREST accounts credited
with proceeds in respect of
successfully tendered Shares
and with unsold uncertificated
Shares
Last day of dealings of Shares 10 December 2014
on AIM
Cancellation of the admission 7.00 a.m. on 11 December 2014
to trading on AIM of the Shares
becomes effective
Balance certificates despatched week commencing 8 December 2014
in respect of certificates tendered
Re-registration as a private 17 December 2014
company
All references to time in this announcement are to London time
and the dates and times given are based on the Company's current
expectations and may be subject to change. Any changes to the
expected timetable will be announced via a Regulatory Information
Service.
All references to time in this announcement are to UK time.
Capitalised terms in this announcement (unless otherwise defined)
have the same meanings as set out in the Circular.
Copies of the Circular will shortly be available on the
Company's website (www.eredene.com).
Enquiries:
Ocean Dial Asset Management Limited (Investment Manager & Administrator)
David Cornell
Robin Sellers
Tel: +44 20 7802 8900
Grant Thornton UK LLP(Nominated Adviser)
Philip Secrett
Jen Clarke
Jamie Barklem
Tel: +44 20 7383 5100
Numis Securities Limited(Broker)
David Benda
Hugh Jonathan
Tel: +44 20 7260 1000
1. Information on Eredene
Eredene is an independent investment company registered in
England and Wales, focussed on investments in Indian infrastructure
and in particular on port services and logistics in India.
The Company previously announced on 13 July 2012 that it will
not make any investments in new projects, and that it has started
to extract value from its portfolio by embarking on an orderly sale
of its assets in India with the aim of returning proceeds to
Shareholders. As it sells down stakes in its remaining investments,
the Company intends to make further phased returns of capital to
Shareholders, as part of its realisation strategy.
2. The Tender Offer
Introduction
As at 31 March 2014, the Company had aggregate cash balances of
GBP1.5m, having returned GBP15.3 million to shareholders in August
2012, received GBP8.2 million from the sale of Ocean Sparkle in
June 2013 and returned GBP19.9 million to shareholders in October
2013.
As at 30 September 2014, the Company had aggregate cash balances
of GBP5.5 million, having received GBP1.9 million from the sale of
a 23 per cent. stake in Sattva CFS & Logistics in July 2014 and
GBP3.0 million from the sale of Aboyne Mauritius Limited which held
100 per cent. of Matheran Realty Pte Ltd and Gopi Resorts Pte
Ltd.
The Company therefore intends to proceed with the Tender Offer
in order to distribute to Shareholders approximately GBP3m, with
the remainder being set for possible desirable follow-on
investments in its portfolio and to meet the Company's costs and
contingencies. It is envisaged that, following the Tender Offer,
the Company will return further surplus cash to Shareholders as and
when further disposals are made.
The Tender Offer is designed to enable those Shareholders (other
than certain Overseas Persons) who wish to realise Shares or their
beneficial interest in Shares (as the case may be) to do so.
Shareholders who successfully tender their Shares will receive 10
pence per Share. Further details of the Tender Offer are set out in
the Circular.
Benefits of the Tender Offer
The Board believes that the Tender Offer is in the interests of
Shareholders as a whole because:
-- a tender offer for up to 12 per cent. of the Shares in issue
provides an opportunity for an exit for those Shareholders who wish
to receive cash; and
-- a tender offer conducted at 10 pence represents a premium to
the prevailing share price of 4.75 pence as at close of trading on
31 October 2014 (being the latest practicable date prior to the
publication of the Circular).
Shareholders are not obliged to tender any Shares and, if they
do not wish to participate in the Tender Offer, Shareholders should
not complete or return their Tender Form.
The key points of the Tender Offer are as follows:
-- the Tender Offer is for up to 12 per cent. of the Shares in issue as at the Record Date;
-- Shareholders (other than certain Overseas Persons) will be
entitled to tender up to 12 per cent. of the Shares they hold as at
the Record Date (their "Basic Entitlement");
-- Shareholders will be able to tender additional Shares but
such excess tenders will only be satisfied to the extent that other
Shareholders tender less than their aggregate Basic Entitlements,
and will be satisfied on a pro rata basis. Tenders will be rounded
down to the nearest whole number of Shares;
-- the Tender Price is 10 pence per Share;
-- the Tender Price will be paid to Shareholders in Sterling and
will be effected by the despatch of cheques or the crediting of
CREST accounts as appropriate; and
-- any Shares tendered will be cancelled.
The Tender Offer is being made by Numis Securities. Numis
Securities will purchase the Shares tendered as principal and,
following the completion of all such purchases, will sell the
relevant Shares on to the Company pursuant to the Repurchase
Agreement at the Tender Price by way of a market transaction.
The repurchase of Shares by the Company under the Tender Offer
will be funded from the Company's cash resources, using the special
reserve created by the Court-approved cancellation of the Company's
share premium account and capital redemption reserve carried out by
the Company in 2013.
Conditions
At the Annual General Meeting of the Company held on 5 September
2014, the Shareholders passed a resolution authorising the Company
to make one or more market purchases (within the meaning of the
Act) of the Shares on AIM , provided (among other things) that the
maximum aggregate number of Shares to be purchased is limited to 15
per cent. of the Company's issued ordinary issued share capital at
the date of passing of the resolution and the minimum price which
may be paid for such Shares is 10 pence per Share (exclusive of
expenses). The Tender Offer will be made in accordance with such
authority and therefore no further Shareholder approval is required
for the Tender Offer.
Implementation of the Tender Offer is conditional upon Numis
Securities being satisfied that the Company has sufficient funds
available to meet its obligations under the Repurchase Agreement.
In addition, the Tender Offer may be postponed or terminated in
certain other circumstances as set out in paragraph 2.3 of Part III
of the Circular.
The Tender Offer is not conditional on the approval of the
Cancellation and the Re-registration at the General Meeting.
Risk factors
In considering the Tender Offer, Shareholders should have regard
to the following risk factors:
-- In order to pay the consideration to which Shareholders are
entitled pursuant to valid tenders of Shares accepted by Numis
Securities (and which the Company will then be obliged to
repurchase from Numis Securities), the Company will use a
significant amount of its available cash and other liquid
funds.
-- As a result of the Tender Offer, the number of Shares in
issue will be reduced and the Company will reduce in size. As a
result, the fixed costs of the Company will be spread over fewer
Shares.
-- Shareholders tendering Shares for sale under the Tender Offer
will receive the Tender Price, which may be less than the price at
which they bought their Shares.
-- Tender Forms and TTE Instructions, once submitted, are
irrevocable. The price of the Shares and the Company's Net Asset
Value may rise or fall following submission of a Tender Form or TTE
Instruction. After settlement of a TTE Instruction, the Shareholder
will not be able to access the Shares concerned in CREST for any
transaction or for charging purposes.
The risk factors above are those considered by the Board to be
material to the Tender Offer at the date of this announcement;
additional risks and uncertainties that are not currently known or
are not currently considered material may emerge or become
material.
Overseas Persons
The making of the Tender Offer to persons outside the United
Kingdom may be prohibited or affected by the relevant laws of the
relevant overseas jurisdictions.
Shareholders with registered or mailing addresses outside the
United Kingdom or who are citizens or nationals of, or resident in,
a jurisdiction other than the United Kingdom should read carefully
paragraph 9 of Part III of the Circular.
It is the responsibility of all Overseas Persons to satisfy
themselves as to the observance of any legal requirements in their
jurisdiction including, without limitation, any relevant
requirements in relation to the ability of such persons to complete
and return a Form of Proxy or Tender Form or to make a TTE
Instruction.
The Tender Offer is not being made directly or indirectly in,
into, or from the United States, Australia, Canada, Japan or the
Republic of South Africa, except where permitted by applicable law.
Accordingly, the Tender Form is not being sent to Shareholders with
registered addresses in the United States, Australia, Canada, Japan
or the Republic of South Africa and may not be distributed or sent
in, into or from (whether by use of mails or by any means or
instrumentality of interstate or foreign commerce) such
jurisdictions and doing so may render invalid any purported tender.
Any person (including, without limitation, custodians, nominees and
trustees) who may have a contractual or legal obligation to forward
the Tender Form should read paragraph 9 of Part III of the Circular
before taking any action.
Any Shareholder who is unable to give the warranties set out in
paragraphs 6.1.9, 6.1.10 and 6.1.11 in Part III of the Circular
will be deemed not to have tendered their Shares pursuant to the
Tender Offer and their Tender Forms may be rejected.
Other
The attention of Shareholders is drawn to the letter from Numis
Securities set out in Part II of the Circular and to Part III of
the Circular which, together with the accompanying Tender Form,
constitute the terms and conditions (the "Terms and Conditions") of
the Tender Offer.
Details of how to tender Shares can be found in paragraph 4 of
Part III of the Circular.
3. Background to and reasons for the Cancellation and Re-registration
In the Preliminary Results announcement of 12 August 2014, the
Board said that it was considering the cancellation of the
admission of the Company's shares to trading on AIM at some future
date in order to further reduce operating costs and further achieve
its divestment strategy.
The Board believes that the Company's divestment strategy, as
referred to in section 2 above, will be better achieved as a
private company, without the regulatory, disclosure and
administrative processes required of a publicly listed company.
In addition, the Board is of the view that the Cancellation will
further reduce the recurring administrative costs associated with
maintaining its AIM listing.
The Board has therefore concluded that the commercial
disadvantages and costs of maintaining admission to trading on AIM
at a time when the Company is completing its realisation strategy,
outweigh the potential benefits and that it is therefore no longer
in the Company's or its Shareholders' best interests to remain
traded on AIM.
Following the proposed Cancellation, the Directors consider that
there is little benefit to maintaining the Company's status as a
public limited company together with the extra costs and
administrative burdens associated with such status.
The main advantage to the Company of re-registering as a private
limited company relates to its ability to effect a capital
reduction in the future in order to create distributable reserves
and return value to Shareholders, in keeping with its current
realisation strategy. The procedure involved in effecting a capital
reduction for a private limited company is simpler and more cost
effective than that which applies to a public limited company
(where a court process is involved).
The principal effects that Cancellation would have on
Shareholders include the following:
-- the Company will cease to retain a nominated adviser and broker;
-- the Cancellation might have either positive or negative
taxation consequences for Shareholders. Shareholders who are in any
doubt about their tax position should consult their own
professional independent adviser immediately;
-- there would no longer be a formal market mechanism enabling
Shareholders to trade their Shares on AIM or any other recognised
market or trading exchange;
-- while the Shares will remain freely transferable, they may be
more difficult to sell compared to shares of companies traded on
AIM. It may also be more difficult for Shareholders to determine
the market value of their shareholdings in the Company at any given
time, which could adversely affect their value;
-- the Company will no longer be subject to the AIM Rules.
Shareholders will therefore no longer be afforded the protections
given by the AIM Rules. As such the Company would not be bound
to:
- make any public announcements of material events, nor to announce interim or final results;
- comply with any of the corporate governance practices applicable to AIM companies;
- be subject to the Disclosure and Transparency Rules and, among
other things, will no longer be required to disclose major
shareholders in the Company;
- announce substantial transactions and related party transactions; or
- comply with the requirement to obtain shareholder approval for
reverse takeovers, changes to the Company's investing policy and
fundamental changes in the Company's business.
The Company will however remain subject to the Act, which
mandates shareholder approval for certain matters. The Company will
also continue to be subject to the City Code for the period of ten
years from the date of Cancellation.
The Company will continue to retain the services of its
Investment Manager, Ocean Dial Asset Management Limited.
Notwithstanding the Cancellation, the Company will continue to
prepare and send to shareholders audited annual reports and
accounts and to hold annual general meetings and other general
meetings in accordance with the applicable statutory requirements
and the Company's articles of association.
The Board intends to continue to provide an investor relations
website and to post portfolio updates on that website from time to
time, although Shareholders should be aware that there will be no
obligation on the Company to include all of the information
required under AIM Rule 26 and to update the website as required
under the AIM Rules.
Shareholders should be aware that if the Cancellation takes
effect, they will at that time cease to hold shares in a quoted
company and will become shareholders of an unquoted company which
will significantly reduce the marketability and liquidity of the
Company shares and the principal effects referred to above will
automatically apply to the Company from the date of the
Cancellation.
4. Process for Cancellation
Rule 41 of the AIM Rules requires an AIM company that wishes the
London Stock Exchange to cancel the admission of its Shares to
trading on AIM to notify such intended cancellation and separately
inform the London Stock Exchange of its preferred cancellation date
at least twenty Business Days prior to such date. In accordance
with AIM Rule 41, the Directors have notified AIM of the Company's
intention to cancel the Company's admission of the Shares to
trading on AIM.
The Cancellation is also conditional upon the consent of not
less than 75 per cent. of votes cast by Shareholders at a general
meeting. The Notice of General Meeting at the end of the Circular
contains Resolution 1 which proposes that the Company's admission
to trading on AIM be cancelled.
If Resolution 1 is passed at the General Meeting, the
Cancellation will be effective at 7.00 a.m. on 4 December 2014.
The Shares will remain eligible for settlement in CREST.
Accordingly, Shareholders will continue to be able to hold their
shares in CREST after Cancellation.
5. Process for the Re-registration
Assuming Resolution 2 to approve the Re-registration is passed,
the Company intends to make an application to be re-registered as a
private limited company under the Act by the name of Eredene
Capital Limited.
Under the Act, as part of the Re-registration, the Company is
required to make such changes to its articles of association as are
required in connection with the Company becoming a private company
limited by shares. Resolution 2 includes the adoption of new
articles of association. The proposed new articles of association
adopt the model articles for private companies limited by shares,
but retain certain provisions from the existing articles of
association, including the retirement of directors by rotation and
the requirement to hold an annual general meeting.
The Re-registration requires the approval of not less than 75
per cent. of the votes cast by Shareholders at a general
meeting.
6. Trading in the Shares after Cancellation
The Company intends to put in place an electronic off-market
dealing facility for the Shares which will be administered by Asset
Match, a firm authorised and regulated by the Financial Conduct
Authority. The facility will allow Shareholders to trade their
Shares on a matched bargain and arm's length basis via periodic
auctions to be held every three months.
The facility operates under its own code of practice which
governs the behaviour of participants and the running of the
auctions. This code of practice is available to view at
www.assetmatch.com and requires that among other things the
Company:
- has management information systems and a sound system of
internal controls appropriate to its size, so as to provide a
reasonable basis for it to make informed decisions about its
financial position and prospects;
- has adopted a code of dealings in relation to the Shares for
directors and their connected persons and relevant staff, based on
the UK Listing Authority's Model Code on directors' dealings;
and
- provides all shareholder communications and submissions made
to Companies House to be made available on the Company's page on
the Asset Match website.
It is intended that this facility will be put in place shortly
after the date of Cancellation, and will be available for at least
one year from the date of Cancellation and reviewed thereafter.
Further details will be made available after Cancellation on the
Company's website at www.eredene.com and at www.assetmatch.com.
7. Future Strategy and Investing Policy
The Company was established as an investing company and sought
admission to trading on AIM in February 2005 with a strategy to
seek investment opportunities in India and to raise capital in
order to fulfil its Investing Policy.
The Company does not currently envisage making any further
investments in new projects and intends to concentrate on
extracting maximum value from the existing portfolio. All future
substantive realisations are also expected to give rise to a return
of capital to Shareholders.
8. Taxation
The following paragraphs are intended only as a general guide to
certain aspects of current UK tax law and HM Revenue & Customs'
published practice, and do not constitute tax advice. They are of a
general nature and only apply to Shareholders who are resident or
ordinarily resident in the United Kingdom (except where indicated)
and who hold their Shares beneficially as an investment.
Shareholders who sell Shares in the Tender Offer should, subject
to the following, be treated as having sold their Shares in the
normal way and may, depending on their individual circumstances,
incur a liability to taxation on chargeable gains. Individual
Shareholders and trustee Shareholders in the United Kingdom should
be aware that HM Revenue & Customs may seek to treat part of
the disposal proceeds of their Shares as income under the
provisions of Chapter 1 of Part 13 ITA 2007, although it is not
expected that these provisions would apply to sales made for
genuine commercial reasons.
The attention of Shareholders is drawn to Part IV of the
Circular which sets out a general guide to certain aspects of
current United Kingdom taxation law and HM Revenue & Customs'
published practice.
Shareholders who are in any doubt as to their tax position or
who are subject to tax in a jurisdiction other than the United
Kingdom should consult an appropriate professional adviser.
The Cancellation may also have certain tax consequences for
Shareholders and those Shareholders who are in any doubt about
their tax position should consult their professional advisers as to
their tax position before taking any action relating to the
Cancellation.
9. Notice of General Meeting
The General Meeting has been convened for 10.00 a.m. on 19
November 2014, at which Shareholders will be asked to consider and
if thought fit, to approve the Resolutions in order to implement
the Cancellation and the Re-registration.
The Resolutions to be proposed at the General Meeting are:
-- to approve the Cancellation; and
-- to approve the Re-registration.
The approval of 75 per cent. of those Shareholders voting in
person or by proxy in favour is required in order to pass each of
the Resolutions.
10. Letters of intent
The Company has obtained non-binding letters of intent to vote
in favour of the Resolutions from its three largest Shareholders
being Raju Shakla, Caledonia Investments plc and Rebelco NV (whose
holdings amount in aggregate to 56.76 per cent. of the issued share
capital of the Company).
The Hon Charles Cayzer, a director of Eredene Capital PLC, is
also a Non-Executive director of Caledonia Investments plc and is
Chairman of the Cayzer Trust, which has indicated its intention to
vote in favour of the Resolutions. The Cayzer Trust holds
approximately 1.78 per cent of the existing issued share capital of
the Company.
11. Recommendation
The Directors consider that the Tender Offer, the Cancellation
and the Re-registration are in the best interests of the Company
and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting.
The Directors intend to vote in favour, or procure the vote in
favour, of the Resolutions at the General Meeting in respect of
their own beneficial holdings of Shares which, in aggregate, amount
to 61,690 Shares, representing approximately 0.025 per cent. of the
issued share capital of the Company at the date of this letter.
The Directors can make no recommendation to Shareholders in
relation to participation in the Tender Offer. However,
Shareholders should note that the Directors intend to tender their
Basic Entitlement. Whether or not Shareholders decide to tender
their Shares will depend on, among other things, their own
individual circumstances including their tax position. Shareholders
should be aware that the Tender Offer is part of the Company's
realisation strategy which is expected ultimately to result in the
liquidation of the Company in the full return of capital to
Shareholders.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Eredene Capital (LSE:ERE)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Eredene Capital (LSE:ERE)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024