Duet Real Estate Finance Limited Notice of EGM (4810X)

TIDMDREF

RNS Number : 4810X

Duet Real Estate Finance Limited

22 February 2017

22 February 2017

Duet Real Estate Finance Limited

("DREF" or the "Company")

Notice of Extraordinary General Meeting

Voluntary Liquidation of the Company

Further to the announcement on 10 February 2017, the board of the Company today announces the publication of its circular regarding the voluntary liquidation of the Company and the notice of the Extraordinary General Meeting to be held on 15 March 2017 at 2.00 p.m. at Regency Court, Glategny Esplanade, St Peter Port, Guernsey.

The Chairman's letter as contained in the circular is set out below.

Terms used and not defined in this announcement bear the meaning given to them in the circular.

Dear Shareholder,

RECOMMENDED PROPOSALS FOR A VOLUNTARY WINDING-UP OF THE COMPANY

NOTICE OF EXTRAORDINARY GENERAL MEETING

I am delighted to inform you that the Company has now received back from the Master Fund all anticipated proceeds from the sale of the Master Fund's portfolio, other than a small holdback for the wind up of the Master Fund. Your Company has also announced on 10 February 2017 how it will return the vast majority of its cash to you as Shareholders. As such the Company will effectively have concluded its business as planned. The Directors believe there is no point in keeping the Company going as this would only incur further costs to the detriment of Shareholders and therefore I am writing to you with the Directors' proposals (the Proposals) that the Company be wound-up voluntarily in accordance with the Companies Law and the admission of its Shares to trading on the Main Market of the London Stock Exchange be cancelled, both of which are subject to Shareholder approval of the Resolutions at the Extraordinary General Meeting, the subject of the notice enclosed with this letter. The Directors believe that this is in the best interests of the Company and its Shareholders as a whole and thus recommend that you vote in favour of each of the Resolutions by completing and returning the enclosed Form of Proxy as soon as possible.

Subject to Shareholders approving the Resolutions, James Robert Toynton and Benjamin Alexander Rhodes of Grant Thornton Limited will be appointed as Joint Liquidators (the Liquidators) and their remuneration will be determined by the Company. Upon the appointment of the Liquidators, all powers of the Board will cease and the Liquidators will be responsible for the affairs of the Company until it is wound up. The Liquidators will wind up the Company in accordance with Guernsey law, realise the Company's assets, discharge the liabilities of the Company and, following satisfaction of all the creditors of the Company, will divide the surplus assets of the Company among the Shareholders according to their respective rights. The Company expects to hold approximately GBP100,000 in cash at the commencement of the winding-up and it is currently estimated that the expenses incurred in relation to the Proposals (including professional advice and the Liquidators' fees) will amount to approximately GBP40,000, or 0.06p per Share, which excludes the fees and expenses of service providers and the Directors in the ordinary course of business up to the date of the Liquidators' appointment.

Suspension and cancellation of listing and trading of the Shares

The Register will be closed at 6.00 p.m. on 14 March 2017 and the Shares will be disabled in CREST at the start of business on 15 March 2017 and, to be valid, all transfers must be lodged before that time. Application will be made to the UKLA for suspension of listing of the Shares on the UKLA Official List and application will be made to the London Stock Exchange for suspension of trading in the Shares at 7.30 a.m. on 15 March 2017. The last day for dealings in the Shares on the London Stock Exchange on a normal rolling two day settlement basis will be 13 March 2017. After 13 March 2017, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Registrars by close of business on 14 March 2017.

Transfers received after that time will be returned to the person lodging them and, if the Resolutions are passed, the original holder will receive any proceeds from distributions made by the Liquidators.

If the Resolutions are passed, the Company will make applications for the cancellation of the admission of the Shares to listing on the UKLA Official List and to trading on the Main Market following the EGM with the cancellations expected to take effect at 8.00 a.m. on 16 March 2017.

After the liquidation of the Company and the making of the final distribution to Shareholders (if any), existing certificates in respect of the Shares will cease to be of value and any existing credit of the Shares in any stock account in CREST will be redundant.

Extraordinary General Meeting

Pursuant to the Companies Law, Shareholder approval (by way of a special resolution i.e., a majority of not less than 75 per cent. of Shareholders present (in person or by proxy) and voting) is required to wind up the Company.

You will find set out at the end of this document a notice convening an EGM of the Company to be held at 2.00 p.m. on 15 March 2017. The resolutions to wind up the Company and to authorise the Liquidators (if appointed) to distribute assets in specie, to be proposed at the EGM will be proposed as special resolutions. Shareholders should note that the vote will be taken by poll.

Additionally, Ordinary Resolutions appointing the Liquidators and fixing their remuneration will be proposed at the EGM. Pursuant to the Companies Law, a majority of more than 50 per cent. of Shareholders present (in person or by proxy) entitled to vote and voting is required to pass the Ordinary Resolutions.

A quorum of two Shareholders present in person or by proxy being entitled to vote is required for the EGM. All persons holding Shares in the Company as at 2.00 p.m. on 13 March 2017, or if the EGM is adjourned, on the register of Shareholders of the Company 48 hours before the time of any adjourned EGM, shall be entitled to attend or vote at the EGM. The total number of Shares in issue as at 17 February 2017 is 71,813,222.

Consequences of the Proposals not being approved

The Proposals are conditional on the passing of the Resolutions and, if they are not passed, the Proposals will not be implemented. In these circumstances, the Company will continue in its current state incurring ongoing running costs and the Board would consult with Shareholders as to the future course of action.

Action to be taken

You will find enclosed the Form of Proxy for use at the EGM together with a business reply envelope for returning the Form of Proxy. Whether or not you intend to attend the EGM, you are urged to complete and return the Form of Proxy as soon as possible. To be valid, the Form of Proxy should be completed in accordance with the instructions printed on it and lodged with Capita Registrars (Guernsey) Limited, Mont Crevelt House, Bulwer Avenue, St Sampson, Guernsey GY2 4LH, as soon as possible but in any event not later than 2.00 p.m. on 13 March 2017.

The lodging of a Form of Proxy will not prevent shareholders from attending the EGM and voting in person if they so wish.

Recommendation

Your Board is of the opinion that the Proposals are in the best interests of the Company and Shareholders as a whole. The Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the EGM as the Directors intend to do in relation to their own shareholdings totalling 46,329 shares.

Yours faithfully

David Staples

Chairman

EXPECTED TIMETABLE

The anticipated dates and sequence of events relating to the implementation of the Proposals are set out below:

 
 Record Date for participation and     2.00 p.m. on 13 March 
  voting in the EGM                                     2017 
 Latest time and date for receipt of   2.00 p.m. on 13 March 
  Form of Proxy for the EGM*                            2017 
 Suspension of listing and trading     7.30 a.m. on 15 March 
  of the Shares                                         2017 
 EGM                                   2.00 p.m. on 15 March 
                                                        2017 
 Liquidators appointed                         15 March 2017 
 Announcement of the result of the             15 March 2017 
  EGM 
 Cancellation of listing and trading   8.00 a.m. on 16 March 
  of the Shares on LSE                                  2017 
 

All references are to London time unless otherwise stated.

* Please note that the latest time for receipt of the Form of Proxy in respect of the EGM is 2.00

p.m. on 13 March 2017 or forty-eight hours prior to the time allotted for any adjourned meeting.

The Company's Legal Entity Identifier is 213800OG1CKA497KUU30.

For further information, please contact:

   DRC Capital LLP                        [phone] 

Dale Lattanzio

Cyrus Korat

   Stifel Nicolaus Europe Limited     [phone] 

Neil Winward

Mark Bloomfield

Tunga Chigovanyika

This information is provided by RNS

The company news service from the London Stock Exchange

END

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February 22, 2017 02:01 ET (07:01 GMT)