TIDMRRF
RNS Number : 4063G
Rapid Realisations Fund Limited
06 June 2013
RAPID REALISATIONS FUND LIMITED
("THE COMPANY")
Registered number 47341
PROPOSED CANCELLATION OF ADMISSION TO AIM AND NOTICE OF
EXTRAORDINARY GENERAL MEETING ("EGM")
6 June 2013
Rapid Realisations Fund Limited today announces that it is
posting a circular to Shareholders convening an extraordinary
general meeting at 10.00 a.m. on Thursday 27 June 2013 to seek
shareholder approval to cancel the admission of the Company's
Shares to trading on AIM. A full copy of the letter to Shareholders
contained in the circular is set out below.
The Directors have concluded that:
-- there is a clear lack of liquidity in the Shares of the Company;
-- the ability to secure new equity participation or asset
disposals at levels which fairly reflect the existing net asset
value is significantly undermined by the low share price; and
-- the costs associated with maintaining a listing on AIM are
now disproportionate to the value provided by the listing, and
management expects savings arising from the Cancellation to amount
to at least GBP50,000 per annum.
If the Resolution to approve the Cancellation is passed at the
extraordinary general meeting, it is proposed that Cancellation
will take effect at 7.00 a.m. on Friday 5 July 2013.
For further information
James Maxwell/Nick Donovan +44 (0) 207 496 3000
N+1 Singer Advisory LLP
Rhys Davies +41 (0) 79 620 0215
RAPID REALISATIONS FUND LIMITED
(a closed-ended investment company incorporated in Guernsey with
registration number 47341)
Directors: Sarnia House
Rhys Davies (Chairman) Le Truchot
Brett Miller St Peter Port
David McHugh Guernsey
GY1 4NA
6 June 2013
To Shareholders
Dear Sir or Madam,
Extraordinary General Meeting - Proposed cancellation of
Admission to AIM
Introduction
The Company announced earlier today that it is seeking
Shareholder approval to cancel the admission of the Shares to
trading on AIM.
The purpose of this document is to:
(a) give you further information about the background to and
reasons for the proposed Cancellation and to seek your approval to
the Resolution at the Extraordinary General Meeting convened for
this purpose. This letter also sets out why the Board believes the
proposed Cancellation to be in the best interests of Shareholders
as a whole, and also includes a recommendation from the Directors
to vote in favour of the Resolution; and
(b) convene an extraordinary general meeting of the Company for
the purpose of seeking your approval of the proposed
Cancellation.
Your attention is drawn to the recommendation from the
Directors, on page 6, that you vote in favour of the
Resolution.
If the Resolution to approve the Cancellation is passed at the
Extraordinary General Meeting, it is proposed that Cancellation
will take effect at 7.00 a.m. on Friday 5 July 2013.
Background
The Company has been quoted on AIM since 2 August 2007. In
September 2010 the Shareholders voted in favour of a resolution to
implement a revised investment strategy focused on the realisation
of value from the Company's assets and return cash to shareholders.
Since the adoption of this policy 71.75p per share has been
returned to shareholders.
While the Company has continued to make good progress against
this investment objective (as reported in the Company's 2012 year
end results) successful realisation of value from the last few
remaining portfolio companies is proving to be challenging.
The Board remains committed to achieving its strategic goal of
value realisation, however does not expect that this will be
delivered in the immediate future. Efforts to realise value through
sales and refinancing have been hampered by continued operational
pressure at the investee company level. This has resulted in a
number of write downs to the NAV, the latest being the result of
the reduction in carrying value of two of the Company's investments
between 31 December 2012 and 31 March 2013, which reduced NAV per
share by 1.17p.
Trading in the Company's Shares also remained sporadic for a
sustained period of time and the Shares have traded at a sustained
discount to NAV. The current share price of 3.25p, being the
closing mid-market price on 5 June 2013 (the latest price available
prior to publication of this document) is equivalent to a 25.7%
discount to the latest published NAV of 4.38p as at 31 March 2013.
In addition, the shares seldom trade (the top 5 shareholders
account for 61.32% of the issued share capital) and the spread
quoted is very wide.
In light of this situation the Board has reviewed the merits of
the AIM quotation and concluded that the cost does not justify
continued listing on AIM.
Rationale for the Cancellation
The Directors have concluded that a resolution should be put to
Shareholders to approve a Cancellation for the following
reasons:
-- There is a clear lack of liquidity in the Shares of the Company;
-- The ability to secure new equity participation or asset
disposals at levels which fairly reflect the existing net asset
value is significantly undermined by the low share price; and
-- The costs associated with maintaining a listing on AIM are
now disproportionate to the value provided by the listing, and the
Board expects savings arising from the Cancellation to amount to at
least GBP50,000 per annum.
Process for, and Principal Effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Shares in the event that the Cancellation is
approved and becomes effective.
To the extent that Shareholders are unable or unwilling to hold
Shares in the Company following the Cancellation becoming
effective, such Shareholders should consider selling their
interests in the market prior to the Cancellation becoming
effective.
Under the AIM Rules the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least 5 clear Business
Days have passed following the passing of the Resolution. If the
Resolution is passed at the Extraordinary General Meeting, it is
proposed that Cancellation will take effect at 7.00 a.m. on Friday
5 July 2013.
In the event that the Cancellation proceeds, there will be no
market facility for dealing in the Shares and no price will be
publicly quoted for Shares as from close of business on Thursday
4(th) July 2013. As such, interests in Shares are unlikely to be
readily capable of sale and where a buyer is identified, it may be
difficult to place a fair value on any such sale.
While there can be no guarantee that Shareholders will be able
to sell any Shares, any Shareholder seeking to do so following
Cancellation should contact the Company in writing at the
registered office of the Company, PO Box 296 Sarnia House, Le
Truchot, St Peter Port, Guernsey, GY1 4NA The Company will then be
able to advise as to whether the Directors are aware of any
prospective buyers for any Shares which the holder thereof wishes
to sell at that time.
It is the Board's intention currently to assess at the time of
future annual general meetings whether the Company's financial
position will enable it to propose a further return of capital,
this may provide a further opportunity for Shareholders to realise
their investment. There can be no certainty that any further
returns of capital by the Company will be made and the Board makes
no commitment in this respect.
The Company will continue to post information about the Company
on its website www.rapidrealisationsfund.com and will continue to
send its Annual Report and Accounts to Shareholders and to hold
general meetings in accordance with the applicable statutory
requirements and the Company's articles. Shareholders should note
that following the proposed Cancellation, the Company will remain
subject to the City Code on Takeovers and Mergers. Accordingly,
Shareholders will continue to receive the protections afforded by
the City Code in the event that an offer is made to Shareholders to
acquire their Shares.
Risks associated with retaining an interest in the Company
following the Cancellation
The Directors draw to the attention of Shareholders the
following factors which should be taken into account in assessing
whether or not to retain their interests in Shares in the event
that the Cancellation is approved and becomes effective:
-- as indicated above, there will be no market facility for
dealing in the Shares and no price will be publicly quoted for
Shares. As such, interests in Shares are unlikely to be readily
capable of sale and where a buyer is identified, it may be
difficult to place a fair value on any such sale;
-- as an unquoted company, it will no longer be subject to the
AIM Rules and shareholders will only be able to rely on the
protections afforded to minority shareholders under general English
law;
-- the Company will no longer be subject to the rules relating
to disclosure of interests in Shares set out in the DTR, such that
it may be difficult to ascertain the ownership of Shares from time
to time;
-- the levels of transparency and corporate governance within
the Company are unlikely to be as stringent as for a company quoted
on AIM;
-- certain existing or prospective investors may be unwilling to
trade or continue to trade in the Company's shares in the event
that the Company's Shares are no longer traded on AIM;
The above considerations are non-exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
Taxation
If you are in any doubt about your tax position, and/or are
subject to tax in a jurisdiction other than the UK, you should
consult an appropriate independent professional adviser. You should
note that following Cancellation the Company's shares will no
longer be quoted on AIM or any other public market.
Extraordinary General Meeting
Under the AIM Rules for Companies, it is a requirement that any
Cancellation must be approved by not less than 75 per cent. of
votes cast by Shareholders in a general meeting. Accordingly the
notice of EGM set out at the end of this document contains a
special resolution:
(i) to approve the application to London Stock Exchange for
cancellation of admission of the Shares to trading on AIM; and
(ii) to approve such cancellation.
The EGM will be held at Sarnia House, Le Truchot, St Peter Port,
Guernsey, GY1 4NA commencing at 10.00 a.m. on Thursday 27 June
2013. If approved it is expected that the Cancellation will take
effect from 7.00 a.m. on Friday 5 July 2013.
Action to be taken
You will find enclosed with this document a stamped addressed
envelope and Form of Proxy for use at the EGM. Whether or not you
intend to be present at the EGM in person, Shareholders are
requested to complete and sign the Form of Proxy and return it to
the offices of Capita Registrars, PXS, 34 Beckenham Road,
Beckenham, Kent BR3 4TU as soon as possible and, in any event, not
later than 10.00 a.m. on Tuesday 25 June 2013. Unless the Form of
Proxy is received by this date and time, it will be invalid. The
completion and return of the Form of Proxy will not preclude you
from attending the EGM and voting in person if you wish.
Further Information
Copies of this document may be inspected at the Company's
registered office during usual business hours on any weekday
(Saturdays, Sundays and public holidays excepted) for one month
from the date of this document. The document will also be available
on the Company's website, www.rapidrealisationsfund.com.
Recommendation
The Directors consider that the Resolution is in the best
interests of the Company and the Shareholders as a whole.
Accordingly, your Directors unanimously recommend that Shareholders
vote in favour of the Resolution to be proposed at the EGM. Damille
Investments Limited, of which Brett Miller and Rhys Davies are the
executive directors, intends to vote in favour of the resolutions
in respect of their 10,000,000 Shares, representing approximately
17 per cent. of the Company's issued Shares.
Yours faithfully
Rhys Davies
Non-Executive Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOEUVANROSANRAR
Rolls-royce Fp (LSE:RRF)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Rolls-royce Fp (LSE:RRF)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024