St Peter Port Capital Limited St Peter Port Capital Limited : Publication Of Circular And Notice Of Egm

 
TIDMSPPC 
 
 
   24 May 2017 
 
   St Peter Port Capital Limited 
 
   (the "Company") 
 
   Publication of Circular and Notice of EGM 
 
   The Company announces that a circular ("Circular") containing a notice 
convening an extraordinary general meeting (the "EGM") and a copy of the 
published annual accounts for the year ended 31 March 2017 and notice of 
annual general meeting (the "AGM") is being posted to shareholders 
today. 
 
   The AGM and the EGM will be held at 2:00 p.m. and 2:15 p.m. respectively 
at Martello Court, Admiral Park, St Peter Port, Guernsey, GY1 3HB on 21 
June 2017. 
 
   The purpose of the EGM is to approve the recommended proposal to 
continue the life of the Company for at least one more year.  Extracts 
from the Circular, which sets out the reasons for the resolution, are 
set out below and a copy of the Circular dated 24 May 2017 will shortly 
be available on the Company's website http://www.stpeterportcapital.gg. 
Capitalised terms used but not otherwise defined in this announcement 
have the same meaning as set out in the Circular. 
 
   For further information: 
 
   St Peter Port Capital Limited 
 
 
 
 
Lynn Bruce, Director                        [phone] 
Grant Thornton UK LLP (Nominated Adviser) 
 Philip Secrett 
 Jamie Barklem 
 Carolyn Sansom                             [phone] 
 
   Shore Capital 
 
   Patrick Castle                                                         [phone] 
 
 
 
 
 
                        EXPECTED TIMETABLE OF EVENTS 
Dispatch of the Circular                                          24 May 2017 
 
Latest time and date for receipt of Forms of Proxy  2.15 p.m. on 19 June 2017 
 
Date and time of Extraordinary General Meeting      2.15 p.m. on 21 June 2017 
 
 
 
 
   LETTER FROM THE BOARD OF ST PETER PORT CAPITAL LIMITED 
 
   Recommended proposal to extend the life of the Company for a further 
year 
 
   Introduction and background to the proposal of the Ordinary Resolution 
 
   The Company was admitted to trading on AIM approximately ten years ago 
on 16 April 2007 as a newly incorporated, Guernsey registered, 
closed-ended investment company.  It had the aim of generating value for 
Shareholders by investing in growth companies, predominantly immediately 
prior to an anticipated initial public offering. 
 
   At the time of Admission, the directors of the Company undertook in the 
Admission Document that, every five years, Ordinary Shareholders should 
be afforded the opportunity, by the passing of an ordinary resolution of 
the Company requiring 50 per cent. of  Ordinary Shares voting at an 
extraordinary general meeting of the Company, to elect whether the 
Company should continue as an investment company admitted to trading on 
AIM or should instead be wound up by the Directors and the Investment 
Manager. Accordingly, on 18 June 2012 a resolution to continue the life 
of the Company for five years was so put and was passed at the general 
meeting of Ordinary Shareholders. 
 
   As a further five years have passed, I am writing to shareholders now to 
enable you to consider the continuation of the Company. An Ordinary 
Resolution is being proposed at the EGM as required by the Articles and 
in accordance with what is set out in the Admission Document. The 
Articles require that an EGM is convened by the Directors no later than 
30 Business Days after the fifth anniversary of the extraordinary 
general meeting convened in June 2012 to propose the Ordinary 
Resolution. 
 
   If the Ordinary Shareholders vote against continuation of the Company, 
which will be deemed to be the case if the Ordinary Resolution is not 
passed, a two-stage winding-up process would follow as provided by the 
Articles and the Admission Document.  The Directors and the Investment 
Manager would be required to commence a process of orderly realisation 
by the Company of its investments, to be completed by the Directors and 
the Investment Manager within a period of no more than one year.  Under 
the Articles, the Directors would then be required, no later than 12 
months from the date on which Ordinary Shareholders vote for the Company 
to be wound up, to convene a further extraordinary general meeting of 
the Company at which a further resolution would have to be tabled to 
wind up the Company by the appointment of a liquidator. The effect of 
this would be to require the Company and its Investment Manager to seek 
to dispose of all the Company's investments within a year of the 
Ordinary Resolution not being passed. 
 
   Accordingly, the purpose of this letter is to provide Ordinary 
Shareholders with details of the Ordinary Resolution to continue the 
life of the Company. 
 
   The Company's Articles require a resolution for the winding up of the 
Company to then be proposed to be voted on by Ordinary Shareholders at 
five-yearly intervals. Notwithstanding that being the case, if the 
Ordinary Resolution is passed, it is the Directors' intention to give 
Ordinary Shareholders the ability each year to consider whether to 
continue for a further year or initiate the liquidation of all the 
Company's holdings including those which are highly illiquid. 
Resolutions will be proposed at successive Annual General Meetings of 
the Company. 
 
   Ordinary Shareholders should be aware that should the Ordinary 
Resolution not be passed, the Directors and the Investment Manager would, 
in accordance with the Articles, be required to proceed to wind up the 
Company, through a process of orderly realisation by the Company of its 
investments within a year of the EGM. Ordinary Shareholders should note 
that, as is set out in the Notice of EGM, a vote in favour of the 
Ordinary Resolution shall also be deemed to be a vote against a 
resolution to wind up the Company under the Articles and vice versa. 
 
   For the reasons set out below, the Directors consider that the Ordinary 
Resolution is in the best interests of the Company and its Shareholders 
as a whole. Accordingly, the Directors unanimously recommend that 
Ordinary Shareholders VOTE IN FAVOUR OF THE RESOLUTION to be proposed at 
the EGM as they intend to do in respect of their beneficial 
shareholdings, which in aggregate amount to 75,000 Ordinary Shares, 
representing approximately 0.12 per cent. of the issued Ordinary Share 
capital of the Company. 
 
   ORDINARY RESOLUTION 
 
   THAT: 
 
   a.         the life of the Company be continued; 
 
   b.         the Company not be wound up by the Directors and the 
Investment Manager through a process of orderly realisation by the 
Company of its investments and cessation of further investment and that 
the Directors shall not proceed to wind up the Company in accordance 
with the Articles; and 
 
   c.         Ordinary Shareholders, by voting in favour of this Ordinary 
Resolution shall be deemed to be voting against an ordinary resolution 
to wind up the Company in the form set out in Article 45.4 of the 
Articles ("Article 45.4") and Ordinary Shareholders, by voting against 
this Ordinary Resolution, shall be deemed to be voting for an ordinary 
resolution to wind up the Company in the form set out in Article 45.4. 
 
   Reasons why the Directors believe Ordinary Shareholders should vote IN 
FAVOUR OF the Ordinary Resolution 
 
   The Company's portfolio of investments include some investments which 
the Directors believe offer potential for capital gain from the values 
at which they are currently being held.  However, these investments 
remain illiquid.  If the Company was to be wound up within a year of the 
continuation vote presented in the Circular, it would be difficult to 
secure good value for these promising but illiquid investments as their 
sale would be premature. 
 
   The Company's Board and Investment Manager have striven to sell 
individual investments and over the last six months initiated a 
strategic review.  This placed the Company into a formal offer period 
under the City Code on Takeovers and Mergers and therefore effectively 
invited bids for the Company as a whole. Whilst some initial interest 
has been expressed, this has typically been at a very large discount to 
the current carrying values for the holdings, which the Board believes 
are held at prudent values. It is clear that the interest has been on 
the basis that the Shareholders of the Company would have to accept 
terms appropriate to a "distressed sale". 
 
   The Board does not believe that it is either necessary or desirable for 
Shareholders to accept such terms. However, the Board is also conscious 
from feedback it has received that Shareholders would like liquidity if 
appropriate terms could be achieved. For this reason, the Board does not 
recommend a continuation for five years without further resolutions 
being presented to Shareholders, but instead to present resolutions to 
continue on an annual basis at the Company's Annual General Meeting. 
 
   Moreover, in a few cases, as discussed in the accompanying Financial 
Results there are possibilities for investee companies to secure 
substantial gains if particular foreseeable events occur. The 
complexities of these investments make it unlikely that good realisation 
could be readily achieved by their sale to a third party not fully 
familiar with their historical background. 
 
   The past five years of the Company's life have seen strong recovery in 
some sectors of unquoted investment but a turbulent period for resources 
companies, which represent a considerable part of the Company's 
remaining portfolio. There are now some signs that the climate for such 
companies is improving.  In relation to the two remaining investments in 
technology and bio-technology, they require further time and significant 
further investment to show their potential. 
 
   Continuation of the Company will therefore permit the Investment Manager 
to seek to endeavour to secure for Shareholders the potential gains 
within the Company's portfolio without the undue pressure of a forced 
liquidation which should greatly enhance the attractiveness of the 
Company's Ordinary Shares. 
 

   The extension of the life of the Company will necessarily incur some 
extra expenditure on running the Company which would not arise if it was 
wound up more quickly. Clearly this expenditure will be justified if by 
the extension of the Company's life the Shareholders receive a 
materially higher eventual return of capital, taking into account the 
time value of money arising from a delay. The Board is committed to an 
exercise of seeking to reduce such expenditure and will aim to achieve 
significant savings. It is noteworthy that with the reductions over the 
last two years in net asset value, the fees paid to the Company's 
investment manager have more than halved. 
 
   Extraordinary General Meeting 
 
   The EGM will be held at Martello Court, Admiral Park, St Peter Port, 
Guernsey, GY1 3HB on 21 June 2017 at 2:15 p.m.. If the Resolution at the 
EGM is passed, then it will be binding on all Ordinary Shareholders, 
whether or not they voted in favour of the Resolution. 
 
   At the EGM, the Ordinary Resolution will be proposed as to whether the 
life of the Company should be extended or not. Ordinary Shareholders 
should note that, as is set out in the Notice of EGM, a vote in favour 
of the Ordinary Resolution shall also be deemed to be a vote against a 
resolution to wind up the Company under the Articles and vice versa. 
 
   Whether or not you intend to be present at the EGM, you are requested to 
complete and sign the relevant Form of Proxy and return it to Capita 
Asset Services, as soon as possible and, in any event, so as to arrive 
not later than 2:15 p.m. on 19 June 2017. Unless the Form of Proxy is 
received by this date and time, it will be invalid. The completion and 
return of a Form of Proxy will not preclude you from attending the EGM 
and voting in person if you so wish.  Those Ordinary Shareholders on the 
register of members of the Company as at close of business on 19 June 
2017 will be eligible to attend (in person or by proxy) and vote at the 
EGM. 
 
   The information contained within this announcement is deemed by the 
Company to constitute inside information as stipulated under the Market 
Abuse Regulations (EU) No. 596/2014 ("MAR"). 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: St Peter Port Capital Limited via Globenewswire 
 
 
  http://www.stpeterportcapital.gg 
 

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May 24, 2017 02:00 ET (06:00 GMT)

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