Low Carbon Accelerator Limited Result of Extraordinary General Meeting (3400I)

TIDMLCA

RNS Number : 3400I

Low Carbon Accelerator Limited

01 July 2013

1 July 2013

LOW CARBON ACCELERATOR LIMITED

(the "Company")

Result of Extraordinary General Meeting

The Company today announces that the Resolutions proposed at its Extraordinary General Meeting held on 1 July 2013, relating to the cancellation of admission of the ordinary shares of the Company (the "Shares") to trading on the AIM market of the London Stock Exchange and the voluntary winding up of the Company were duly passed. Details of the proposals put to Shareholders are set out below.

It is expected that the admission of the Shares to trading on AIM will be cancelled with effect from 7.00 am on Tuesday 2 July 2013.

Enquiries:

 
 Company Advisor 
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 Steve Mahon                     [phone] 
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 Grant Thornton UK LLP 
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 Colin Aaronson or Jen Clarke    [phone] 
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Introduction

On 15 January 2013, Low Carbon Accelerator Limited announced that it had entered into a Stock Purchase Agreement with Sterling Planet Holdings, Inc. to sell its entire holdings in Sterling Planet Holdings, Inc., Lumenergi, Inc. and Vigor Renewables Limited (the "Assets") for a total cash consideration of US$4.4m (c.GBP2.74m), representing the disposal of substantially all of the value in the Company's portfolio. As announced on 15 January 2013, the Company wrote to Shareholders to outline its plans for the distribution of capital, the liquidation of the Company and the cancellation of LCA's admission to trading on AIM.

Background to the Proposals

The Company is a closed-ended investment company which is incorporated in Guernsey and which is managed by Low Carbon Investors Limited (the "Manager"). The Company was incorporated with limited liability in Guernsey on 26 September 2006 with registered number 45536 and was admitted to trading on AIM on 11 October 2006, having raised by way of a placing GBP44,500,000 through the issue of 44,500,000 Shares at GBP1 each.

The Company's investment mandate was to provide Shareholders with an attractive return on their investment primarily through significant minority holdings in a diverse portfolio of unquoted private companies providing low carbon products and services. The Company executed this strategy by building a portfolio of investments in potentially high growth businesses which were early stage in nature, being either pre-revenue or yet to achieve profitable operation.

Reasons for the Liquidation

The reasons for the liquidation of the Company were announced on 31 May 2013 and have been included in the circular to Shareholders.

Liquidation of the Company

The Company has now been placed in members' voluntary liquidation in accordance with Section 391 (1) (b) of The Companies (Guernsey) Law, 2008 and the Company's net assets are available for distribution to Shareholders.

The Liquidators will set aside sufficient assets in a Liquidation Fund to meet the Company's liabilities including the estimated costs of the Proposals. The Liquidators will also provide in the Liquidation Fund for a Retention, which they consider sufficient to meet any contingent and unknown liabilities of the Company. This Retention is currently expected not to exceed GBP100,000.

On the basis of the unaudited net asset value of the Company as at 30 April 2013, the assets of the Company available for distribution on liquidation would be approximately GBP3,437,000 (which amount includes provision for the Liquidation Fund), which is equivalent to approximately 3.99 pence per Share in issue although the amount finally distributed may be different from the amounts indicated above due to a variety of factors including the ongoing costs payable during the liquidation and settlement of any currently unknown or contingent liabilities. As at the date of announcement, the Company is awaiting the final payment from Sterling Planet of $1.2m, due on 17 July 2013.

Liquidation distribution(s)

The appointment of the Liquidators and the commencement of the winding up of the Company has taken effect immediately upon the passing of the Resolution. The Liquidators expect to make an initial capital distribution to Shareholders on the Register at the close of business on 1 July 2013 on or around 2 September 2013. Any unutilised amount within the Liquidation Fund will potentially be available for future distributions to Shareholders.

Dealings and Guernsey regulatory notification

Application has been made to AIM and the dealings in the Shares were suspended on AIM at 7.30 a.m. on 1 July 2013.

The Register will be closed at the close of business on 1 July 2013 and the Shares will also be disabled in CREST at the close of business on 1 July 2013. Transfer requests received after the Register has been closed will be returned to the person lodging them.

After the liquidation of the Company and the making of any final distribution, existing certificates in respect of Shares will cease to be of value and any existing credit of Shares in any stock account in CREST will be redundant.

The Company has applied to cancel the admission of the Shares to trading on AIM and it is expected that such admissions will be cancelled on 2 July 2013.

The Guernsey Financial Services Commission has already been notified of the intention for the Company to delist, surrender its authorisation as a closed-ended collective investment scheme in Guernsey and pursue a members' voluntary winding-up and will now be updated following the passing of the Resolutions.

This information is provided by RNS

The company news service from the London Stock Exchange

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