Ottoman Fund Limited (The) Proposed Cancellation of Admission to AIM (3020G)

TIDMOTM

RNS Number : 3020G

Ottoman Fund Limited (The)

28 February 2018

THE OTTOMAN FUND LIMITED (the "Company")

Proposed Cancellation of Admission of Participating Shares to trading on AIM

Update on Company's Winding Up

Publication of Circular and

Notice of Extraordinary General Meeting

The Ottoman Fund Limited (AIM:OTM) announces its intention to seek Shareholders' approval for the cancellation of admission of its Participating Shares to trading on AIM (the "Cancellation") and to place the Company into a summary winding up process. A circular to Shareholders will be published today setting out the background to and reasons for the Cancellation, the reasons why the Directors believe that this is in the best interests of the Company and its Shareholders as a whole and their recommendation to Shareholders to vote in favour of the proposals (the "Circular").

An Extraordinary General Meeting ("EGM") of the Company will be held at 10 a.m. on 26 March 2018 at 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR.

At the EGM the Company will be seeking Shareholders to approve, inter alia, the Cancellation and to place the Company into a summary winding up process. Notice convening the EGM will be set out in the Circular, which will shortly be available on the Company's website at www.theottomanfund.com.

The full text of the Chairman's Letter set out within the Circular and the Expected Timetable of Principal Events are reproduced in full below.

Definitions in this announcement are the same as those included in the Circular.

Enquiries:

 
 N+1 Singer 
 James Maxwell           0207 496 3000 
 
 Vistra Fund Services 
  Limited 
 Company Secretary       01534 504 700 
 

"To all Shareholders and, for information only, holders of Founders Shares

Dear Shareholder,

RECOMMED PROPOSALS FOR DE-LISTING FROM AIM AND SUMMARY WINDING UP

This Circular presents two proposals: (i) to cancel the admission of the Participating Shares to trading on AIM and (ii) to place the Company into a summary winding up process. The Company proposes to convene an EGM on 26 March 2018 for a shareholder vote on these resolutions. The proposals will enable the Board to wind up the Company and distribute cash to Shareholders.

The Company currently has cash net of projected expenses, of approximately GBP1.89 million. If these resolutions pass, the Company will as soon as practicable thereafter declare an initial distribution of 1.40 pence per share with the remainder retained to meet Jersey solvency requirements. Upon the completion of the summary winding up process and the payment of expenses incurred in the winding up process, the Company will then distribute any remaining assets. If the resolutions do not pass the Directors will then need to make an application to the Royal Court of Jersey for a winding up on just and equitable grounds under Article 155 of the Law, which may result in less distributable cash available for Shareholders. The Board consequently recommends that Shareholders vote in favour of both resolutions.

Background to the Proposals

In June 2015, the Company sold its final remaining property asset in Turkey. Since then, the Company has been endeavouring to repatriate cash from Turkey to Jersey, dealing with various legal issues in Turkey, winding up its Maltese subsidiary and working with BDO (Istanbul) to wind up and liquidate the Company's three Turkish subsidiaries. The Company's cash in excess of Turkish statutory requirements has now been repatriated. Two of the Company's Turkish subsidiaries are now in liquidation and the third Turkish subsidiary as well as the Maltese company will be liquidated later in the spring/summer of 2018. All of the legal issues in Turkey seem now to have been resolved. We are consequently now able to recommend to Shareholders that the admission of the Participating Shares of the Company to trading on AIM be cancelled and that the Company be placed into a summary winding up process. Shareholder approval of these proposals will then enable the Company to distribute the bulk of the Company's remaining cash following the payment of expenses and retaining sufficient funds to satisfy projected expenses. What remains will then be distributed to Shareholders or if the amount is negligible donated to charity. We had hoped to be able to present to shareholders a final set of accounts along with this circular but unfortunately due to shortcomings at our administrator we have been unable to do this and have brought this fact to the attention of the regulator. A final set of accounts will be forthcoming as soon as the accounts are completed and signed off by our auditors.

The Ottoman Board therefore strongly recommends that the Shareholders vote in favour of the two resolutions so we can distribute the bulk of the Company's cash as soon as practicable thereafter.

Cancellation of the admission of the Participating Shares to trading on AIM

It is proposed to cancel the admission of the Participating Shares to trading on AIM.

Rule 41 of the AIM Rules requires an AIM company that wishes to cancel admission of its AIM securities to trading on AIM to notify such intended cancellation through an RIS announcement and to separately inform the London Stock Exchange of its preferred cancellation date at least twenty Business Days prior to such date.

Unless the London Stock Exchange otherwise agrees, the cancellation of the Participating Shares from admission to trading on AIM must be conditional upon the consent of not less than 75 per cent. of votes cast by the Shareholders, given in a general meeting.

As announced by the Company on 28 February 2018, subject to Shareholder approval at the EGM, it is expected that the admission of the Participating Shares to trading on AIM will be cancelled with effect from 7 a.m. on 5 April 2018. The effect of the cancellation will be that the Participating Shares will no longer be quoted or tradable on AIM and Shareholders will not therefore be readily able to sell their Participating Shares. Shareholders will be able to buy and sell their Participating Shares "off market" although this will be more difficult than trading "on market". The only other opportunity for Shareholders to sell their Participating Shares would arise upon a sale of all of the issued share capital of the Company to a third party. There is no current intention to do this and the only proposals in respect of the Company are to wind it up.

It is intended that, in light of the proposals, if the resolution to cancel the admission of the Participating Shares to trading on AIM is passed by a requisite majority, admission of the Participating Shares to trading on AIM will be cancelled from 5 April 2018. Trading in the Company's shares on AIM was suspended on 20 November 2017 and, even if the resolution is not passed, the Company's admission to AIM would be cancelled on 20 May 2018, the date which is 6 months after its shares were first suspended.

Summary Winding Up

As previously stated, the sole remaining asset of the Company is cash sufficient to meet its obligations for winding the Company up. It is now proposed that the Company be wound up by way of summary winding up in accordance with the Law, being the process under Jersey law for a shareholder-initiated winding up of a solvent company.

As part of the summary winding up process, the Directors are required to make a prior statement of solvency. The winding up process itself is commenced by way of a special resolution passed by Shareholders of the Company, this to be effected within 28 days after the statement of solvency has been signed by the Directors. The Directors expect to sign the statement of solvency shortly before the EGM.

If the Company is placed into winding up, the Directors will then begin the process of meeting remaining liabilities of the Company and then distributing net assets (if any) to its Shareholders. The Directors intend, should both the resolution for winding up and the resolution to cancel the admission to trading on AIM be passed, to make an interim distribution of GBP1.40 per share. Shareholders will receive further information and updates on this process (from the Directors) in due course.

Once the winding up process has been completed and the Company has no assets and no liabilities, the Company will be dissolved.

Extraordinary General Meeting

A notice convening the EGM to be held at 4th Floor St Paul's Gate 22-24 New Street St Helier Jersey JE1 4TR at 10 a.m. on 26 March 2018 to consider and, if thought fit, pass the Resolutions is set out on page 9 of this Circular.

All Shareholders are entitled to vote on the Resolutions to be proposed at the EGM.

The quorum for the EGM is two members present in person or voting by proxy. Any Shareholder may appoint a proxy to attend and, on a poll, vote on the Resolutions on his behalf.

Resolutions

The Resolutions which Shareholders are being asked to pass at the EGM provide for the following:

Resolution 1 authorises the cancellation of the admission of the Participating Shares to trading on AIM.

Resolution 2 approves the summary winding up of the Company.

In accordance with the AIM Rules for Companies, Resolution 1 put to the EGM will require consent of not less than 75 per cent. of votes cast by the Shareholders. In accordance with the Law, Resolution 2 put to the EGM is a special resolution and will require the approval of a majority of two thirds of the votes cast by the Shareholders.

Action to be Taken

A Form of Proxy for use at the EGM accompanies this Circular. The Form of Proxy should be completed in accordance with the instructions thereon and returned to Vistra Fund Services Limited, 4th Floor St Paul's Gate 22-24 New Street St Helier Jersey JE1 4TR as soon as possible, but in any event so as to be received by 10 am on 23 March 2018 (or at least 48 hours before any adjourned meeting).

If you have not received the Form of Proxy please contact Vistra (Jersey) Limited (the Administrator) on the number set out below. If you have any questions relating to completion and return of the Form of Proxy please contact the Administrator on [phone] between 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding bank and public holidays). Please note that calls to this number may be monitored or recorded, and no advice on the Proposals may be given.

The completion and return of a Form of Proxy will not preclude Shareholders from attending the EGM and voting in person should they so wish.

Recommendation

The Directors consider that the proposals are in the best interests of the Company and its Shareholders and, accordingly, recommend that you vote in favour of the Resolutions. It is noted that if either of the Resolutions fails to pass that the initial distribution to Shareholders will be delayed.

Yours faithfully

John Chapman

Chairman"

 
 Indicative timetable                              2018 
-----------------------------------  ------------------ 
 
 Publication of this Circular               28 February 
-----------------------------------  ------------------ 
 
 Latest time and date for receipt         10 a.m. on 23 
  of Forms of Proxy                               March 
-----------------------------------  ------------------ 
 
 Extraordinary General Meeting            10 a.m. on 26 
                                                  March 
-----------------------------------  ------------------ 
 
 Expected cancellation of admission   7 a.m. on 5 April 
  of Participating Shares 
  to trading on AIM 
-----------------------------------  ------------------ 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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February 28, 2018 12:11 ET (17:11 GMT)