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Name | Symbol | Market | Type |
---|---|---|---|
Electra Pref | LSE:ELTZ | London | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 154.50 | 0 | 01:00:00 |
TIDMELTZ
RNS Number : 2638E
Electra Private Equity Invest PLC
15 July 2016
14 July 2016
ELECTRA PRIVATE EQUITY INVESTMENTS PLC
(A wholly owned subsidiary of Electra Private Equity PLC)
RECOMMED MEMBERS' VOLUNTARY WINDING-UP
AND
PAYMENT OF FINAL CAPITAL ENTITLEMENT TO ZDP SHAREHOLDERS
Introduction
Electra Private Equity Investments PLC (the "Company"), a wholly owned subsidiary of Electra Private Equity PLC, issued 43,000,000 ZDP Shares on 5 August 2009 and a further 4,295,000 ZDP Shares on 2 December 2009. In accordance with the Articles, the Company is required to redeem all of the ZDP Shares at 155.41 pence per share on 5 August 2016 and, if it is unable to do so, the Directors are required to convene a general meeting of the Company to be held as soon as reasonably practicable following 5 August 2016 at which a resolution shall be proposed requiring the Company to be wound up voluntarily.
Accordingly, the Directors intend to convene a general meeting of the Company, to be held on Friday, 12 August 2016, at which a special resolution will be proposed requiring the Company to be wound up voluntarily pursuant to the relevant provisions of the Insolvency Act 1986.
Electra Private Equity PLC, the Company's parent company and the sole Ordinary Shareholder, has agreed to contribute to the Company sufficient funds to enable the full Final Capital Entitlement (of 155.41 pence per ZDP Share) to be paid to relevant ZDP Shareholders. Such contribution will be made by Electra Private Equity PLC repaying the existing inter--company loan from the Company and by Electra Private Equity PLC subscribing for new Ordinary Shares.
Electra Private Equity PLC has confirmed that it will vote in favour of the Winding--up Resolution at the General Meeting. ZDP Shareholders will also be entitled to attend the General Meeting and to vote on the Winding--up Resolution.
Winding--up of the Company and Appointment of Joint Liquidators
The Directors are proposing that the Company be placed into members' voluntary liquidation and that the Company's surplus assets be distributed amongst the relevant Shareholders, including by payment of the Final Capital Entitlement to ZDP Shareholders.
Subject to Shareholders' approval, it is proposed that John Milsom and Mark Orton, both of KPMG LLP, 15 Canada Square, London E14 5GL, be appointed as joint liquidators of the Company. It is intended that the winding--up of the Company will be a solvent winding--up in which all creditors of the Company will be paid in full. The appointment of the Joint Liquidators in relation to the Company will become effective immediately upon the passing of the Winding--up Resolution at the General Meeting. At this point, the powers of the Directors will cease and the Joint Liquidators will assume responsibility for the winding--up of the Company, including the payment of the Final Capital Entitlement to ZDP Shareholders.
Suspension and Cancellation of Listing and Trading of the ZDP Shares
An application will be made to the UK Listing Authority to suspend the listing of the ZDP Shares on the Official List and to the London Stock Exchange to suspend trading of the ZDP Shares on the London Stock Exchange's Main Market with effect from 7:30 am on Friday, 12 August 2016. In addition, the Company will apply to the UK Listing Authority to cancel the listing of the ZDP Shares on the Official List and to the London Stock Exchange to cancel trading of the ZDP Shares on the London Stock Exchange's Main Market with effect from 8.00 am on Friday, 19 August 2016, conditional only on the passing of the Winding--up Resolution at the General Meeting.
Settlement of Final Capital Entitlement
The record date for a ZDP Shareholder to be entitled to the Final Capital Entitlement is 6.00 pm on Thursday, 11 August 2016. Therefore, the last day for dealings in the ZDP Shares for normal settlement (to enable settlement prior to the record date) will be Tuesday, 9 August 2016.
In respect of ZDP Shareholders who hold their ZDP Shares in uncertificated form, it is expected that an amount equal to the Final Capital Entitlement payable in relation to the ZDP Shares held by that ZDP Shareholder will be paid through CREST on Monday, 15 August 2016 by the creation of a payment obligation in favour of the ZDP Shareholder's payment bank in accordance with the CREST payment arrangements. In respect of all other ZDP Shareholders, it is expected that a cheque drawn on a branch of a UK clearing bank for an amount equal to the Final Capital Entitlement payable in relation to the ZDP Shares held by that ZDP Shareholder will be sent by first class mail, by not later than Friday, 19 August 2016, to the last postal address for that shareholder recorded in the Company's register of members.
After payment of the Final Capital Entitlement, any existing credit of ZDP Shares in any stock account in CREST will be redundant and any existing certificates in respect of ZDP Shares will cease to be of value.
Expected Timetable
2016 Latest time and date for receipt 10.00 am on Wednesday, of Forms of Proxy and for 10 August appointments of proxies utilising the CREST electronic proxy appointment service for the General Meeting Record date for the Final 6.00 pm on Thursday, Capital Entitlement 11 August Suspension of admission of 7.30 am on Friday, 12 the ZDP Shares to the Official August List and trading of the ZDP Shares on the London Stock Exchange's Main Market and closure of register of ZDP Shareholders General Meeting 10.00 am on Friday, 12 August In respect of ZDP Shares held Monday, 15 August in uncertificated form, relevant CREST accounts credited with the Final Capital Entitlement(1) In respect of ZDP Shares held by Friday, 19 August in certificated form, cheques in respect of the Final Capital Entitlement despatched to ZDP Shareholders entitled thereto(1) Cancellation of the admission 8.00 am on Friday, 19 of the ZDP Shares to the Official August List and trading of the ZDP Shares on the London Stock Exchange's Main Market(1)
Notes:
(1)Conditional on the Winding-up Resolution to be proposed at the General Meeting being passed.
Circular to Shareholders
The Company will shortly post a circular to Shareholders setting out full details of the Proposals and convening the General Meeting at which the requisite shareholder approvals will be sought. A copy of the circular will be submitted to the National Storage Mechanism when it is posted and will be available for inspection at www.morningstar.co.uk/uk/nsm. Copies of the circular will also be available for viewing at http://www.electraequity.com/eltz and for collection from the Company's registered office at Paternoster House, 65 St Paul's Churchyard, London EC4M 8AB.
Enquiries
On behalf of Electra Private Equity Investments PLC
Brunswick Group LLP 020 7404 5959 Gill Ackers/Kim Fletcher Electra@brunswickgroup.com
Frostrow Capital LLP
Eleanor Cranmer 020 3008 4613
Definitions
The following definitions apply throughout this announcement unless the context otherwise requires
Articles the articles of association of the Company Board the board of Directors, including any duly constituted committee thereof Company Electra Private Equity Investments PLC Directors the directors of the Company, being Roger Perkin and Ian Brindle FCA Financial Conduct Authority Final Capital 155.41 pence per ZDP Share Entitlement Form of Proxy the form of proxy issued by the Company for use in connection with the General Meeting General Meeting the general meeting of the Company convened for Friday, 12 August 2016 at 10.00a.m., or any adjournment of that meeting Joint Liquidators John Milsom and Mark Orton, both of KPMG LLP, 15 Canada Square, London E14 5GL London Stock Exchange London Stock Exchange plc London Stock Exchange's the London Stock Exchange's market for listed Main Market or securities Main Market Official List the list maintained by the FCA pursuant to Part VI of the Financial Services and Markets Act 2000 Ordinary Shareholders holders of Ordinary Shares Ordinary Shares ordinary shares of 100p each in the capital of the Company Proposals the proposals for the recommended members' voluntary winding--up of the Company and payment of the Final Capital Entitlement to ZDP Shareholders, details of which are set out in this announcement Shareholders holders of Shares Shares Ordinary Shares and/or ZDP Shares (as the context may require) Winding--up Resolution the resolution to place the Company into members' voluntary liquidation and appoint the Joint Liquidators to be proposed at the General Meeting ZDP Shareholders holders of ZDP Shares ZDP Shares zero dividend preference shares of 0.01p each in the capital of the Company
STRDZLFFQDFEBBE
(END) Dow Jones Newswires
July 15, 2016 02:00 ET (06:00 GMT)
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