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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Iona Env | LSE:ION1 | London | Ordinary Share | GB00B57F1L02 | ORD 0.1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 59.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMION1
RNS Number : 9633M
IONA Environmental VCT PLC
19 October 2016
For immediate release
19 October 2016
Iona Environmental VCT PLC
("Iona" or the "Company")
Proposed Disposal of the Investments
payment of the Dividend
Cancellation from the Official List and Liquidation of the Company
1. Introduction
On 29 July 2016, the Board announced that it believed that, as a consequence of continuing low energy prices and the costs of operating a small VCT of the size of Iona, it was in the best interests of the Shareholders to sell all the Investments for cash. Following completion of the Disposal Iona would then make a dividend distribution of substantially the entire net proceeds. The Directors would then arrange a members' voluntary (solvent) liquidation of the Company as the best means of closing the Company.
The Board announces today that it has now conditionally agreed to sell:
(i) the Company's investments in JFS Home Farm Biogas Ltd, JFS Howla Hay Biogas Ltd and JFS Wray House Biogas Ltd to Iona Environmental Infrastructure LP (the JFS Purchaser) for a cash consideration of GBP2,688,000; and
(ii) the Company's investment in Stanley Renewable Energy Ltd to Iona North West Environmental Infrastructure LP (the Stanley Purchaser) for a cash consideration of GBP1,512,000.
In aggregate, the consideration offered under the Disposal is GBP4,200,000, which is in line with the Directors' valuation. An independent accountancy firm was also appointed to perform an independent valuation of the Investments, as set out further in Part B of Part III of the Circular which is being posted to Shareholders today.
As the Disposal is outside of the ordinary course of the Company's business and given the investments constitute all of the Company's existing business the Disposal is classified as a Class 1 transaction under Chapter 10 of the Listing Rules. Furthermore, the Purchasers are private equity funds managed by the Investment Manager (which is also the Company's Investment Manager) and are therefore considered to be related parties of the Company by virtue of their relationships with the Investment Manager. This is more fully described in Section 4 below. In addition, Michael Dunn, a Director of the Company, directly owns 50% of the Investment Manager and has direct and indirect interests of 50% in aggregate in the general partners of the Purchasers. Shareholders are being asked to vote on the Disposal therefore because the Disposal is a related party transaction for the purposes of Chapter 11 of the UK Listing Rules. The proposed Cancellation also requires the approval of the Shareholders pursuant to Chapter 5 of the UK Listing Rules.
The Disposal, Dividend and Cancellation are conditional, inter alia, upon the approval of the Shareholders at the First General Meeting. Following completion of the Disposal, the Directors will then pay the Dividend to the holders of the Ordinary Shares, A Shares and the B Shares and seek the approval of Shareholders at the Second General Meeting to wind up the Company and appoint the Liquidators. Further details of the Dividend and the Liquidation are set out in Sections 3 and 5 respectively of this announcement.
The Company is posting the Circular to Shareholders today to explain the background to, and reasons for, the Proposals, why the Board believes that the Proposals are in the best interests of the Company and its Shareholders and to recommend that Shareholders vote in favour of the Resolutions at the General Meetings, to be held at 11.00am on 14 November 2016 and 11.00am on 1 December 2016, in each case at 11 Staple Inn, London, WC1V 7QH. Notices of the General Meetings are set out at the end of the Circular.
2. Background
The Company was established as a VCT to invest in vessel composting plant operations and anaerobic digestion plants (AD). Its shares were first admitted to trading on the Main Market of the London Stock Exchange in 2010. In 2011 the Company launched a further fund by the issue of the B Shares and broadened its investment policy to invest in environmental infrastructure projects, focusing on organic waste recycling in the UK.
The Company currently has four remaining active investments in the AD renewable energy sector, which, in aggregate, were valued in the Accounts at GBP4,200,000. Further details on the Investments (as set out in the Accounts) are provided below:
Hot Features
Premium
Investment Description
-------------- ----------------------------------------------------------------------------
JFS Home JFS Home Farm Biogas Ltd operates in
Farm Biogas the anaerobic digestion market in conjunction
Ltd with Home Farm in Northallerton, North
Yorkshire. Waste products from the farm
are converted into renewable energy
for distribution into the local network.
The Company's investment in JFS Home
Farm Biogas Ltd was valued at GBP700,000
in the Accounts.
Date of investment November Date of 30 September
2013 financial 2015
statements
-------------------- ------------ ------------ -------------
Shares GBP402,000
Loan notes GBP172,500 Net assets GBP500,168
Total initial GBP574,000 Turnover GBP210,266
cost
Fair value GBP700,000 Loss before GBP(29,125)
at 31 March tax
2016
% total voting
rights held
by the Company 48.00%
-------------------- ------------ ------------ -------------
JFS Howla JFS Howla Hay Biogas Ltd operates in
Hay Biogas the anaerobic digestion market in conjunction
Ltd with a farm in Guisborough, North Yorkshire.
Waste products from the farm are converted
into renewable energy for distribution
into the local network.
The Company's investment in JFS Howla
Hay Biogas Ltd was valued at GBP1,118,000
in the Accounts.
Date of investment March 2013 Date of 30 September
financial 2015
statements
-------------------- ---------------------- ------------ -------------
Shares GBP350,000
Loan notes GBP450,000 Net assets GBP214,760
Total initial GBP800,000 Turnover GBP142,832
cost
Fair value GBP1,118,000 Loss before GBP(105,566)
at 31 March tax
2016
% total voting
rights held
by the Company 31.00%
-------------------- ---------------------- ------------ -------------
JFS Wray JFS Wray House Biogas Ltd operates in
House Biogas the anaerobic digestion market in conjunction
Ltd with Wray House Farm in Marishes, Malton,
North Yorkshire. Waste products from
the farm are converted into renewable
energy for distribution into the local
network. Construction of the plant is
in progress.
The Company's investment in JFS Wray
House Biogas Ltd was valued at GBP870,000
in the Accounts.
Date of investment January Date of 31 March
2015 financial 2016
statements
-------------------- ------------------- ------------ -------------
Shares GBP560,000
Loan notes GBP232,594 Net assets GBP402,966
Total initial GBP792,594 Turnover GBP287,154
cost
Fair value GBP870,000 Loss before GBP(140,388)
at 31 March tax
2016
% total voting
rights held
by the Company 50.00%
-------------------- ------------------- ------------ -------------
Stanley Stanley Renewable Energy Ltd operates
Renewable in the anaerobic digestion market in
Energy conjunction with a farm in Cumbria.
Ltd Waste products from the farm are converted
into renewable energy for distribution
into the local network.
The Company's investment in Stanley
Renewable Energy Ltd was valued at GBP1,512,000
in the Accounts.
Date of investment December Date of 31 March
2012 financial 2016
statements
-------------------- -------------------- ------------ -------------
Shares GBP350,000
Loan notes GBP450,000 Net assets GBP141,339
Total initial GBP800,000 Turnover GBP385,981
cost
Fair value GBP1,512,000 Loss before GBP(225,697)
at 31 March tax
2016
% total voting
rights held
by the Company 36.06%
-------------------- -------------------- ------------ -------------
Note:
The information set out in the tables above has been extracted from the Company's published audited report and accounts for the year ended 31 March 2016 without material adjustment or amendment.
Investments in ordinary shares and debt instruments classified as basic instruments are measured at fair value at the end of the reporting period. No quoted market price is available for the Investments, which are held at fair value as determined by the Investment Manager's valuation and calculated in accordance with the International Private Equity and Venture Capital Valuation Guidelines issued in December 2012. No equity investment made by the Company gives it with a level of control over any investment sufficient for it to consolidate those investments in the financial accounts of the Company and therefore the Company has not, and has not previously, consolidated the Investments into its financial accounts.
3. The Disposal and Dividend
As set out in the Accounts, three of the four Investments are now starting to generate cash flows. JFS Home Farm Biogas Ltd has, however, experienced some delays and difficulties over the past year and the Board has continued to monitor its performance closely (along with the other three Investments).
However, the Board believes that as a consequence of the continuing low energy prices and the costs of operating a VCT of the Company's size, it is in the best interests of the Shareholders to realise the Investments.
The Board has therefore agreed, subject to Shareholder approval, to sell:
(i) the JFS Investments to the JFS Purchaser for a cash consideration of GBP2,688,000, which is equal to the value of the JFS Investments in the Accounts; and
(ii) the Stanley Investment to the Stanley Purchaser for a cash consideration of GBP1,512,000, which is equal to the value of the Stanley Investment in the Accounts.
In aggregate, the consideration for the Investments is GBP4,200,000, which is in line with the Directors' valuation and equal to the value of the Investments in the Accounts. An independent accountancy firm was appointed to perform an independent valuation of the Investments as set out in Part B of Part III of the Circular.
The consideration for the Disposal will be paid in cash as at Completion. The Disposal, which is expected to complete on 15 November 2016, is conditional, inter alia, on the approval of the Shareholders at the First General Meeting.
Provided that the Disposal is approved by Shareholders, the Company proposes to make a dividend distribution of 63p per Ordinary share, 1.29p per A Share and 81.8p per B Share to those Shareholders on the Register as at the close of business on 15 November 2016 which, when combined with cumulative historic dividends paid by the Company, amounts to a total distribution of 68.8p per Ordinary share, 1.49p per A Share and 84.8p per B Share. The Dividend is also conditional on the approval of Shareholders at the First General Meeting.
The Board anticipates that the Dividend will be tax free for all shareholders qualifying for the income exemption for dividends in accordance with current VCT legislation, further details on which are set out in Section 6 below.
The Board proposes, subject to approval of the Resolutions at the First General Meeting and payment of the Dividend, to shorten the Company's accounting reference date to 30 November. The proposed Cancellation and Liquidation will, if approved by Shareholders, occur in the next accounting period.
As the Company will have no further investments and minimal cash balances after payment of the Dividend, the Board believes that a members' voluntary liquidation (solvent liquidation) is the best means of closing the VCT. The Liquidation is conditional on the approval of Shareholders at the Second General Meeting.
4. Information on the Purchasers and Related Party Transaction
The JFS Purchaser and the Stanley Purchaser are private equity funds which are both managed by the Investment Manager.
The Investment Manager owns 99.5% of Iona EI (General Partner) LLP, the general partner of the JFS Purchaser, and 99.5% of Iona NW (General Partner) LLP, the general partner of the Stanley Purchaser (together the "General Partners"). The General Partners have the authority and power to manage the Purchasers and have each subcontracted the investment management of the Purchasers to the Investment Manager. In the year ended 31 March 2016, the General Partners received from the Purchasers a general partner share which amounted in aggregate to GBP1,499,876.
Michael Dunn, a Director of the Company, owns directly 50% of the Investment Manager and has direct and indirect interests of 50% in the General Partners.
The JFS Purchaser is also an existing lender and investor in the JFS Investments and, as at 31 March 2016, the JFS Purchaser's existing interests in the JFS Investments were valued in aggregate at GBP6.8 million.
The JFS Purchaser also has an existing interest in the Stanley Investment and, as at 31 March 2016, the JFS Purchaser's existing interest in the Stanley Investment was valued at approximately GBP2.3 million.
The Stanley Purchaser has no existing interest in the Investments.
The Purchasers are considered to be related parties of the Company under the Listing Rules by virtue of their relationships with the Investment Manager and Michael Dunn's direct interest in the Investment Manager and direct and indirect interests in the General Partners. The Disposal therefore constitutes a related party transaction for the purposes of Chapter 11 of the Listing Rules.
The Disposal is conditional, inter alia, upon the approval of the Independent Shareholders at the First General Meeting. The notice convening the First General Meeting is set out at the end of the Circular. Michael Dunn and the Purchasers (being related parties for the purposes of the Listing Rules) have irrevocably undertaken that (a) they will not vote on Resolution 1 and (b) to take all reasonable steps to ensure that each of their associates who are beneficially interested in Shares will not vote on the Resolution 1 to be proposed at the First General Meeting.
In agreeing the consideration offered by the Purchasers for the Investments, the Directors took into account:
(a) the net book value of the Investments which, as per the published audited Accounts, amounted to GBP4,200,000;
(b) the independent valuation prepared for the Board by BDO LLP, which is set out further in Part B of Part III of the Circular;
(c) that as the JFS Purchaser is a lender to, and investor in, the JFS Investments and has the same investment manager of the Company, it is prepared to proceed on the basis of limited due diligence on the JFS Investments;
(d) that as the Stanley Purchaser has the same investment manager of the Company, it is also prepared to proceed on the basis of limited due diligence on the Stanley Investment; and
(e) that the Purchasers have both agreed that the Company will only provide fundamental warranties under the Disposal, such as ownership of the shares in the Investments and due capacity.
The agreed price for the Investments of GBP4,200,000 in aggregate represents the book value of the Investments as shown in the Accounts.
5. Winding-up the Company, appointment of the Liquidators and cancellation of the Listing of the Shares on the Official List
After payment of the Dividend, and conditional on the passing of the Resolution at the Second General Meeting, the Company will be placed into a members' voluntary liquidation and all of the Company's surplus cash (after payment of its liabilities, including contingent and unascertained liabilities, if any, and after deducting the costs of the Liquidation) will be distributed amongst Shareholders on the Register as at the date of the commencement of the Liquidation in accordance with the Articles. Any transfers of Shares following the commencement of the Liquidation will require the sanction of the Liquidators. Any distributions in the Liquidation period will be made by cheque only.
The Board proposes that James Eldridge and Jeremy Willmont of Moore Stephens LLP be appointed as the Liquidators. The winding-up of the Company will be a members' voluntary liquidation in which it is intended that all creditors will be paid in full. The Liquidation and the appointment of the Liquidators are conditional on completion of the Disposal, payment of the Dividend and approval by the Shareholders at the Second General Meeting. Once the Company enters into Liquidation, the powers of the Directors will cease and the Liquidators will assume responsibility for the winding-up of the Company, including the payment of fees, costs and expenses, discharging of the liabilities of the Company and the distribution of its surplus assets to the Shareholders.
On completion of the Disposal and payment of the Dividend, the Company will have disposed of all its investments prior to the appointment of the Liquidators and the Investment Manager will cease to provide investment management and advisory services to the Company and will no longer charge any further an annual investment management fee or administration fee.
Any remaining cash balances after payment of the Dividend will be held in a non-interest bearing account. The Liquidators aim to return any surplus cash which is expected to be minimal under the Liquidation to Shareholders as soon as practicable following 30 April 2017 (and in any event within the three years envisaged by tax legislation), subject to confirmation from HM Revenue & Customs that no liabilities are outstanding on the Company and it has no objection to the closure of the Liquidation.
The Company will, subject to Resolution 2 being passed by Shareholders at the First General Meeting, apply to the UKLA for cancellation of the listing of the Shares on the Official List, which is expected to take place on 12 December 2016.
6. Taxation
Following approval by Shareholders of the Resolution at the Second General Meeting, the Company will notify HM Revenue & Customs that it is entering into a members' voluntarily liquidation. The Board understands that the Company will be treated as a VCT during the first three years of liquidation, and, therefore, any distributions in that period will be tax free in the hands of Shareholders who have held their shares for at least five years, and who acquired their shares within the annual GBP200,000 limit. Furthermore, the qualifying conditions applicable to VCTs can be disregarded, allowing the Investments to be realised in a commercially viable manner and any proceeds distributed efficiently. It is expected that the distributions (if any) will be made after 30 April 2017 (which is more than five years after the Company's last share issue) but the Liquidation will be completed prior to the end of the three year period.
If the Company is still in existence at the end of the three year period, it will only then lose its VCT status (by virtue of being in liquidation). As a result, at that point, tax reliefs that were available to Shareholders as a result of the Company's status as a VCT will no longer apply. It is understood that Shareholders will not, however, forfeit the income tax relief they claimed on their original subscription for shares in the Company because those shares have been held for five years, and the Board understands the Company will have met the conditions for approval as a VCT as contained in section 274 ITA and be treated as meeting those conditions up to the third anniversary of liquidation.
The information in the Circular relates to UK taxation applicable to the Company and its Shareholders and is based on current legislation and what is understood to be current HM Revenue & Customs practice. The statements above relate to persons who are absolute beneficial owners of the Shares and may not apply to certain classes of persons, such as dealers in securities. Such statements are given by way of general summary only and do not constitute legal or tax advice to any Shareholder. Shareholders who are in any doubt as to any applicable taxation consequences to them of the Proposals are advised to seek advice from a qualified independent financial adviser or tax specialist in the UK or in any other jurisdiction which may be relevant to that Shareholder for taxation purposes.
7. Financial effects of the Disposal on the Company
As at 31 August 2016, the Company had a net cash balance of GBP154,000. The net proceeds of the Disposal will be added to the Company's cash balances, bringing the total cash held by the Company to GBP4,214,000 after paying the estimated legal and other expenses in relation to the Proposals of approximately GBP140,000.
An unaudited Pro Forma Statement of Net Assets is in Part IV of the Circular which sets out the balance sheet taking into account the effects of the Disposal should it have occurred on 31 March 2016.
The Disposal and Dividend will have a dilutive effect on the earnings per Share as the Company will only hold minimal cash to meet the costs and expenses of the Liquidation and interest on this balance, if any, is expected to be minimal. Also, the Company will no longer receive income on the Investments. For the year ended 31 March 2016, the Investments generated investment income (excluding bank interest) of GBP165,000 as extracted from the Accounts.
9. General Meetings
The Circular explains the Proposals, the completion of which are conditional on the approval of the Shareholders at the General Meetings.
Notices of the General Meetings are set out at the end of the Circular. The First General Meeting will be held at 11.00am on 14 November 2016 and the Second General Meeting will be held at 11.00am on 1 December 2016, both at 11 Staple Inn, London, WC1V 7QH.
Resolution 1 to be proposed at the First General Meeting is proposed as an ordinary resolution. Resolution 2 to be proposed at the First General Meeting and the Resolution to be proposed at the Second General Meeting are being proposed as special resolutions. Each special resolution will require the approval of at least 75% of the votes cast at the relevant General Meeting.
A summary of the Resolutions is set out below and the full text of the Resolutions is set out in the Notices of the General Meetings. Shareholders are encouraged to attend the General Meetings where they will have the opportunity to put their questions to the Board and to vote on the Resolutions.
First General Meeting
The approval of:
-- the Disposal on the terms of the Disposal Agreements; -- the payment of an interim dividend to the holders of the Shares; and -- the cancellation of the listing of the Shares.
Second General Meeting
The approval of:
-- the voluntary winding-up of the Company and the appointment of James Eldridge and Jeremy Willmont of Moore Stephens LLP as joint liquidators;
-- the distribution to the Shareholders of the Company's surplus assets; and -- the remuneration of the Liquidators. 11. Recommendation of the Board
As described above, the Purchasers are private equity funds also managed by the Investment Manager and are therefore considered to be related parties of the Company by virtue of their relationships with the Investment Manager. In addition, Michael Dunn, a Director of the Company, directly owns 50% of the Investment Manager and has a direct and indirect interest of 50% in the general partners of the Purchasers. Shareholders are being asked to vote on Resolution 1 to approve the Disposal at the First General Meeting therefore because the Disposal constitutes a related party transaction for the purposes of Chapter 11 of the UK Listing Rules, and Resolution 2 to approve the Dividend and Cancellation because the Cancellation requires the approval of the Shareholders pursuant to Chapter 5 of the UK Listing Rules. The Resolution in the Notice of the Second General Meeting relating to the winding-up of the Company requires the approval of the Shareholders pursuant to the Act and the Insolvency Act 1986.
The Board, having been so advised by Beaumont Cornish, considers the terms of the Disposal to be fair and reasonable in so far as the Shareholders are concerned. In providing its advice to the Board, Beaumont Cornish has taken account of the Directors' commercial assessment of the Disposal. Due to his interest in the Investment Manager and the General Partners, Michael Dunn has not taken part in the Board's consideration of the Disposal.
The Board consider that the passing of the Resolutions would be in the best interests of Shareholders as a whole and unanimously recommend that all Shareholders vote in favour of the Resolutions to be proposed at the First General Meeting and the Second General Meeting. Assuming Shareholders approve the Resolution at the Second General Meeting no further audited financial statements or half yearly reports will be issued by the Company. However, further information about the proceeds of the winding-up will be sent to Shareholders annually or at the conclusion of the Liquidation.
The Directors who own Shares intend to vote in favour of Resolution 1 to approve the Disposal to be proposed at the First General Meeting in respect of their own beneficial holdings comprising in aggregate 105,000 Ordinary Shares and 31,200 B Shares which in, aggregate, represent approximately 2.2% of the total voting rights of the Company as at 18 October 2016, being the latest practicable date prior to the publication of the Circular. Michael Dunn and the Purchasers (the related parties) have irrevocably undertaken that (a) they will not vote on Resolution 1 and (b) to take all reasonable steps to ensure that each of their associates who are beneficially interested in Shares will not vote on Resolution 1 to be proposed at the First General Meeting.
The Directors who own Shares (including Michael Dunn) intend to vote in favour of Resolution 2 to be proposed at the First General Meeting and the Resolution to be proposed at the Second General Meeting in respect of their own beneficial holdings comprising 105,000 Ordinary Shares and 67,600 B Shares which, in aggregate, represent approximately 2.8% of the total voting rights of the Company as at 18 October 2016, being the latest practicable date prior to the publication of the Circular.
Enquiries: Iona Capital 0207 0643 300
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
APPIX 1
EXPECTED TIMETABLE OF EVENTS
Notices of General Meetings 19 October 2016
Latest time and date for receipt 11.00 am on 10
of the WHITE forms of proxy November 2016
for the First General Meeting
Suspension of the listing of 7.30 am on 14 November
Iona Shares on the Official 2016
List
First General Meeting 11.00 am on 14
November 2016
Announcement of result of the 14 November 2016
First General Meeting
Date of completion of the Disposal 15 November 2016
Record Date for the Dividend 15 November 2016
Iona Shares marked ex-dividend 16 November 2016
in respect of the Dividend
Payment of the Dividend 22 November 2016
Latest time and date for receipt 11.00 am on 29
of the BLUE forms of proxy for November 2016
the Second General Meeting
Second General Meeting 11.00 am on 1 December
2016
Appointment of the Liquidators 1 December 2016
Cancellation of Iona Shares 2 December 2016
on the Official List
Notes:
If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.
References to times in this announcement are to London Time.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
"A Shares" A shares of 0.1p each in the capital
of the Company (ISIN:GB00B5BMPY80)
"Accounts" the audited accounts of the Company
for the year ended 31 March 2016
"Act" the Companies Act 2006 as supplemented
and/or amended from time to time
"Articles" the articles of association of the
Company
"B Shares" B shares of 0.1p each in the capital
of the Company (ISIN:GB00B40HX431)
"Beaumont Cornish" Beaumont Cornish Limited, authorised
and regulated by the Financial Services
Authority
"Board" or "Directors" the board of directors of the Company
"Cancellation" the cancellation by the UKLA of
the listing of the Shares on the
Official List
"Circular" the document being posted to Shareholders
dated 19 October 2016 and the Proxy
Forms
"Completion" the time at which the Investments
are legally transferred from the
Company to the Purchasers under
the terms of the Disposal Agreements
"Company" or Iona Environmental VCT plc (company
"Iona Environmental number 07049290)
VCT" or "Iona"
"Directors" the directors of the Company as
set out on page 4 of the Circular
"Disclosure the Disclosure Rules and the Transparency
Rules" Rules made by the FCA
under Part VI of FSMA
"Disposal" the sale of the Investments
"Disposal Agreements" the JFS Agreement and the Stanley
Agreement
"Dividend" the proposed distribution dividend
to be made to the Shareholders under
Proposals
"FSMA" Financial Services and Markets Act
2000
"First General the first general meeting of the
Meeting" Company to be held on 14 November
2016 (and including any adjournment
thereof), notice of which is set
out on page 32 of the Circular
"General Meetings" the First General Meeting and the
Second General Meeting
"Investment JFS Home Farm Biogas Ltd, JFS Howla
Companies" Hay Biogas Ltd, JFS Wray House Biogas
Ltd and Stanley Renewable Energy
Ltd
"Investment Iona Capital Limited (company number
Manager" 01583260)
"Investments" the JFS Investments and the Stanley
Investment
"ITA" Income Tax Act 2007 (as amended)
"JFS Agreement the conditional sale and purchase
agreement to be entered into between
the Company and the JFS Purchaser
in respect of the shares in the
JFS Investments to be sold to the
JFS Purchaser under the Disposal
"JFS Investments the Company's entire interests (comprising
shares and loan notes) in JFS Home
Farm Biogas Ltd, JFS Howla Hay Biogas
Ltd and JFS Wray House Biogas Ltd
"JFS Purchaser" Iona Environmental Infrastructure
LP, a partnership, registered in
England (Registered Number LP014591)
whose registered office is at 86
Jermyn Street, London, SW1Y 6JD
"Liquidators" James Eldridge and Jeremy Willmont
of Moore Stephens LLP, being the
proposed liquidators of the Company
"Liquidation" the members' voluntary liquidation
of the Company pursuant to the Insolvency
Act 1986
"Listing Rules" The listing rules of the UK Listing
Authority
"London Stock London Stock Exchange plc
Exchange"
"Official List" the Official List of the UK Listing
Authority
"Ordinary Shares" ordinary shares of 0.1p each in
the capital of the Company (ISIN:
GB00B57F1L02)
"Proposals" the Disposal, Dividend, Cancellation
and Liquidation, taken together
"Prospectus the rules of the UK Financial Conduct
Rules" Authority to implement the EU Prospectus
Directive in the UK
"Proxy Forms" the white form of proxy and the
blue form of proxy for use in connection
with the First General Meeting and
Second General Meeting
"Purchasers" the JFS Purchaser and the Stanley
Purchaser
"Register" the register of members of the Company
"Resolutions" the resolutions as set out in the
Notices of the General Meetings
"Second General the second general meeting of the
Meeting" Company to be held on 1 December
2016 (and including any adjournment
thereof), notice of which is set
out on page 35 of the Circular
"Shares" Ordinary Share(s) and/or A Share(s)
and/or B Share(s)
"Shareholders" holders of Shares
"Stanley Agreement the conditional sale and purchase
agreement to be entered into between
the Company and the Stanley Purchaser
in respect of the shares in the
Stanley Investment to be sold to
the Stanley Purchaser under the
Disposal
"Stanley Investment The Company's entire interest (comprising
shares and loan notes) in Stanley
Renewable Energy Ltd
"Stanley Purchaser" Iona North West Infrastructure LP,
a partnership, registered in England
(Registered Number LP017123) whose
registered office is at 86 Jermyn
Street, London, SW1Y 6JD
"UK Listing the financial conduct authority
Authority" or acting in its capacity as the competent
"UKLA" authority for the purposes of Part
VI of FSMA
"VCT" a venture capital trust as defined
under section 259 of the ITA
"VCT Regulations" the Venture Capital Trust (Winding
Up and Mergers) (Tax) Regulations
2004, as amended from time to time
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
CIRGGGUCUUPQGGB
(END) Dow Jones Newswires
October 19, 2016 07:45 ET (11:45 GMT)
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