Proposal Members' Vol Liquidation, Notice of EGM

 

TIDMCRK 
 
RNS Number : 5197J 
Clerkenwell Ventures PLC 
31 March 2010 
 
                    Clerkenwell Ventures PLC (the "Company") 
 
           Proposal for Members' Voluntary Liquidation, Notice of EGM 
 
Following the suspension on 10 March 2010 of the Company's shares from trading 
on AIM, the Company has been considering a number of options with regard to its 
future, including the return of capital to shareholders. 
 
Members Voluntary Liquidation 
 
At a board meeting of the Company held on 31 March 2010 the directors resolved 
to recommend to shareholders that steps be taken to place the Company into 
Members' Voluntary Liquidation.  Following the return of capital in March 2009, 
the Company has continued to seek acquisitions in line with its stated investing 
strategy to acquire leisure businesses, but due to a lack of appropriate 
investment opportunities, the Company has not made any such acquisitions.  These 
opportunities will be even further limited following the recent suspension of 
trading of the Company's shares on AIM. 
 
Notice of extraordinary general meeting 
 
Accordingly, there has today been posted to shareholders a notice of 
extraordinary general meeting ("EGM") of the Company to be held at 9:30am on 27 
April 2010 at 2nd Floor, 1 Lindsey Street, London, EC1A 9HP to consider this 
proposal. The notice of EGM contains the following resolutions: 
 
·      Resolution 1 approves the voluntary winding up of the Company. 
 
·      Resolutions 2 and 3 relate to the appointment of individuals from Zolfo 
Cooper to act as joint liquidators of the Company for the purposes of the 
voluntary winding-up. 
 
·      Resolution 4 relates to the joint liquidators' remuneration for acting on 
the voluntary winding up.  A copy of "A Creditors' Guide to Liquidators' Fees" 
can be downloaded from Zolfo Cooper's website (www.zolfocooper.eu - see 
Creditors' Guides in the News & Publications section).  If you would prefer this 
to be sent to you in hard copy, please contact Liz Welburn of Zolfo Cooper 
(telephone: [phone]) and a copy will be forwarded to you. 
 
·      Resolution 5 authorises the liquidators, amongst other things, to value 
any assets of the Company and determine how any division between the members 
should be carried out. 
 
·      Resolution 6 approves the cancellation of the Company's shares from 
trading on AIM and is subject to the passing of resolutions 1 to 5.  If this 
resolution is not passed, trading in the Company's shares on AIM will in any 
event be cancelled by the London Stock Exchange on 8 September 2010 in 
accordance with Rule 41 of the AIM Rules. 
 
Resolutions 1 and 6 are special resolutions and therefore require the approval 
of a majority of not less than 75% of shareholders.  Resolutions 2 to 5 are 
ordinary resolutions and therefore require the approval of a simple majority of 
shareholders. 
 
Shareholders' attention is drawn to the notes on the notice of EGM relating to, 
inter alia, the rights to appoint proxies and corporate representatives to 
attend, speak and vote on their behalf at the meeting. 
 
Timetable/Process 
 
If the Resolutions are passed, the liquidators will notify creditors of their 
appointment by publishing a notice in the London Gazette.  The notice will 
invite creditors to notify the liquidators within one month of any claims they 
may have against the Company.  The liquidator will also notify HM Revenue and 
Customs (HMRC) of their appointment and will arrange for tax returns up to the 
date of liquidation to be prepared and lodged with HMRC.  Subject to the 
liquidators receiving the appropriate clearances from HMRC, it is anticipated 
that the liquidators may be in a position to make a distribution to shareholders 
within four months from the date of their appointment. 
 
Recommendation 
 
The Directors consider that the Proposals are in the best interests of the 
Company and Shareholders as a whole. Accordingly, the Directors unanimously 
recommend Shareholders to vote in favour of the Resolutions. 
 
The Directors intend to vote in favour of the Resolutions in respect of their 
own beneficial holdings amounting, in aggregate, to 772,498 Ordinary Shares 
(representing approximately 9.3 per cent. of the issued ordinary share capital 
of the Company as at the date of this document). 
 
Enquiries: 
 
Clerkenwell Ventures PLC 
David Page, Non-executive Chairman                               Telephone: 
  0845 450 6089 
 
Seymour Pierce Limited 
Nicola Marrin 
Telephone:        [phone] 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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