Approval of Continuation & Redemption (0591E)

TIDMOPF

RNS Number : 0591E

Off-Plan Fund Limited (The)

31 March 2011

 
 AIM: OPF   31 March 2011 
 

THE OFF-PLAN FUND LIMITED

(the "Company")

Approval of Proposed Continuation, Partial Redemption of Participating Shares, New Investing Policy and Change of Name

HIGHLIGHTS

-- Continuation Resolution and related Resolutions approved

-- Approximately GBP1.43 million to be returned to shareholders

-- New investing policy focusing on waste/waste to energy sector approved

-- Brian Howard, who has 25 years' waste management and recycling industry experience, to be appointed as a Non-executive Director

-- New name of "Cholet Investments plc" to be adopted

Further to the announcement on 8 March 2011 and the posting, on the same date, of a circular to Members detailing the proposed redemption of a substantial majority of the Company's shares and proposals to give Members the option to vote on whether the Company should continue as an investing company (with a new investing policy) (the "Circular"), the Company is pleased to announce that all resolutions proposed at today's EGM were duly passed.

Save where the context requires otherwise, defined terms used in this announcement have the same meaning as given in the Circular.

Partial Redemption

Following the passing of the relevant Resolutions and having received elections from shareholders, 90.6 per cent. of Participating Shareholders' existing holding(s) in the Company will be redeemed with effect from 1 April 2011. The Company proposes to redeem a total of 2,020,754Participating Shares at 71 pence per share representing an aggregate redemption of GBP1,434,735.34. The redeemed shares will be cancelled in accordance with the relevant provisions of the Companies (Jersey) Law 1991.

As set out in the Circular, a capital reorganisation was proposed (and has now been approved) which will have the effect of replacing each remaining share in issue with 10 new shares, the effect of which can be seen in the table below.

 
 No. of Participating Shares to be redeemed           2,020,754 
 Redemption price                                           71p 
 Approximate resulting cash redemption             GBP1,434,735 
 Approximate percentage of Fund's cash assets 
  distributed                                               90% 
 
 Approximate remaining cash assets of the 
  Company                                            GBP160,000 
 
 Total number of Participating Shares remaining 
  prior to the capital reorganisation                   209,883 
 
 Total number of new ordinary shares in issue 
  following the capital reorganisation                2,098,830 
 

If Members hold their Participating Shares in certificated form, they should receive new certificates shortly setting out their resultant holdings following the Redemption. Existing share certificates will cease to be valid at 6pm today. Payment will be made by way of cheque sent via registered post to each Member's address stated on the register of members. It is anticipated that cheques will be posted within 7 business days of the redemption date.

Members that hold their Participating Shares in certificated form, who are concerned that the register of members may contain incorrect details concerning, amongst other things, their address, should contact Capita Registrars, the Company's registrars, using the following number 0871 664 0330 from the UK or + 44 208 639 3399 from overseas.

If Members previously held their Participating Shares in CREST, the new ordinary shares will be available for transactions with a new ISIN number JE00B5NFKB77. The Redemption proceeds will be remitted to CREST members within 7 business days of the redemption date.

Following completion of the Redemption, the Fund's entire issued share capital will comprise a total of 2,098,830 new ordinary shares which will be admitted to trading on AIM on 1 April 2010.

JFSC Consent

In order for the Company to be able to continue, the consent of the JFSC is required to allow the Company to be deregulated and therefore reclassified as a Jersey registered ordinary operating company as opposed to being structured as a Collective Investment Fund. This consent from the JFSC was received today.

Change of name

The Company's name has been changed to Cholet Investments plc, however, pending receipt of a change of name certificate from the JFSC Companies Registry, the new ordinary shares will continue to trade under the Company's existing name. A further announcement will be made in due course.

Board changes

Following the passing of the Resolutions at the Extraordinary General Meeting and as set out in the Circular, Donald Reid has stepped down as a director of the Company and Brian Howard will be appointed to the Board as a Non-executive Director shortly.

New Investing Policy

The Company will continue as an "investing company" for the purposes of the AIM Rules but will have a new objective which would be to make an acquisition or acquisitions which would constitute a reverse takeover under Rule 14 of the AIM Rules within 12 months of the date on which the Company completed its divestment of all of its property assets (i.e. the date of the receipt of funds pursuant to the insurance claim for deposits paid in respect of Canon House, Wallington announced on 24 November 2010).

The Company has adopted the following new investing policy:

"The Directors intend to seek to acquire a company/business or companies/businesses in the waste/waste to energy sector in exchange for the issue of Ordinary Shares. Such acquisition(s) will constitute a reverse takeover under Rule 14 of the AIM Rules and be completed within 12 months of the Effective Date. Suitable targets could be companies/businesses which have one or more of the following characteristics:

(a) established and reliable access to waste feedstock;

(b) transfer stations and/or treatment plants which have significant waste volume throughputs or the ability to process suitable volumes and types of waste; and/or

(c) the ability to operate successfully as suppliers of feed stock to the emerging new generation of plants that will depend on renewable sources of fuel.

Owing to changes in regulation, which have become more onerous over the last decade, the Board believes that following any initial transaction, the Company may be able to use a combination of cash and/or shares to acquire other complementary businesses creating economies of scale.

However, these criteria are not intended to be exhaustive and the Company may make an investment which does not fulfill all of the investment criteria or indeed may fall into the wider environment or resource sectors, if the Directors believe it is in the interests of Members as a whole to proceed with such an investment."

Any such acquisition by the Company will be required to be put to Members for their approval at the appropriate time.

Neither the Company nor any of its advisers are in discussions with any potential acquisition targets and there is no guarantee that the Company will make a successful acquisition. Under the AIM Rules, the Company will have to complete an acquisition or acquisitions constituting a reverse takeover within 12 months of the date on which the Company completed its divestment of all of its property assets (i.e. the date of the receipt of funds pursuant to the insurance claim for deposits paid in respect of Canon House, Wallington announced on 24 November 2010) or trading in the Participating Shares on AIM will be suspended for up to six months. If a reverse takeover has not been completed on the expiry of that 6 month period, the Company's admission to AIM will be cancelled.

List of Contacts:

Development Capital Management

Andy Gardiner

Tom Pridmore

020 7355 7600

Merchant Securities Limited

(Nominated Adviser and Broker)

Bidhi Bhoma/Simon Clements

020 7628 2200

This information is provided by RNS

The company news service from the London Stock Exchange

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