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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Reconstruction Capital Ii Limited | LSE:RC2 | London | Ordinary Share | KYG741521028 | ORD EUR0.01 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.035 | 0.025 | 0.045 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Trusts | -2.1M | -2.94M | -0.0217 | -1.38 | 4.75M |
TIDMRC2
RNS Number : 5235V
Reconstruction Capital II Ltd
31 January 2017
31 January 2017
Reconstruction Capital II Limited
Proposed Return of Capital to Shareholders
Reconstruction Capital II Limited (the "Company") today announces that it has posted an explanatory circular (the "Circular") to Shareholders proposing to return a total of EUR17 million representing approximately EUR0.115 pence per Share to Shareholders by way of an issue of redeemable B Shares.
Return of Capital
To effect the Return of Capital (subject to approval of all resolutions at the Extraordinary General Meeting)
- Shareholders will be issued with one B Share with a nominal value of EUR1.00, for every 8.685 Shares held on 23 February 2017
- It is expected that the B Shares will be redeemed on or around 14 April 2017 and Shareholders will receive EUR1.00 for each B Share on redemption
- Shareholders are being provided with the option to request an earlier redemption date for their B Shares with redemption requests to be received no later than 10.00 a.m. on 23 February 2017
The Circular includes a notice of the Company's Extraordinary General Meeting which is to be held at 10.00 a.m. at the offices of Sanne Trust Company Limited at 13 Castle Street, St Helier, Jersey JE4 5UT at 10.00 a.m. on Thursday 23 February 2017.
The information contained below has been extracted from, and should be read in conjunction with, the Circular. Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular. The Circular will also be posted on the Company's website: http://www.reconstructioncapital2.com/
For further information, please contact:
Reconstruction Capital II Limited
Ion Florescu/Anca Moraru
Tel: +40 21 3167680
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett/Carolyn Sansom
Tel: +44 (0) 20 7383 5100
Panmure Gordon (UK) Limited (Broker)
Paul Fincham/Jonathan Becher
Tel: +44 (0) 20 7886 2500
Proposed Return of Capital to Shareholders
Introduction
On 30 November 2016, at the same time as seeking authority from Shareholders to continue the life of the Company by convening an annual general meeting, the Directors announced their intention to return the majority of the proceeds from the Company's sale of its shareholding in Albalact S.A. to Shareholders. On 22 December 2016, the Company announced the result of the annual general meeting where Shareholders voted to continue the life of the Company for a further two years until 2018. The purpose of the Circular is to set out the Board's proposals for the return of approximately EUR17 million of the net proceeds of the disposal to Shareholders, equivalent to approximately EUR0.115 per Share.
The Return of Capital is being made by means of a redeemable share structure involving the issue of B Shares. Subject to Shareholder approval at an Extraordinary General Meeting to be held at 10.00 a.m. on 23 February 2017, it is proposed that Shareholders will receive redeemable shares (known as B Shares) which would then be redeemed for cash at the option of the Directors of the Company.
The B Share Proposals
Under the terms of the B Share proposals, Shareholders will receive 1 B Share with a nominal value of EUR1.00, for every 8.685 Shares held on 23 February 2017. It is expected that the B Shares will be redeemed on or around 14 April 2017 and Shareholders will receive EUR1.00 for each B Share on redemption. The B Shares will not be admitted to the London Stock Exchange's AIM market nor will the B Shares be admitted to trading on any recognised securities investment exchange.
The Directors have been advised that under Cayman law, the Company may capitalise any sum standing to the credit of any of the Company's reserve accounts which are available for distribution (including its share premium account) by the creation and issue of shares and treat the subsequent redemption of those shares at their par value as a payment out of capital.
The Directors have been further advised that under UK law, the tax treatment in the UK should follow the treatment of the redemption in Cayman and therefore that UK tax payers may treat the redemption of the B Shares as a capital receipt. Shareholders should consult an appropriate independent professional adviser to determine how the return of proceeds will be treated in their hands for tax purposes.
If the Resolutions are approved at the Extraordinary General Meeting, the Directors will subsequently capitalise the Company's share premium account in accordance with the Articles by applying the share premium towards the issue of the newly created redeemable, non-voting, transferable B Shares fully paid up at their nominal value.
Extraordinary General Meeting and summary explanation of the Resolutions
The Return of Capital will be implemented by an ordinary resolution and two special resolutions respectively authorising the Directors to:
1. increase the Company's authorised share capital from EUR3,000,000 divided into 300,000,000 Ordinary Shares having a nominal value of EUR0.01 each to EUR20,000,000 divided into 300,000,000 Ordinary Shares with a nominal value of EUR0.01 each and 17,000,000 non-voting, transferable B Shares with a nominal value of EUR1.00 each by the creation of an additional 17,000,000 non-voting, transferable B Shares having a nominal value of EUR1.00 (the "Increase");
2. issue the B Shares as redeemable shares; and
3. amend the capital clause of the Memorandum and article 4.1 of the Articles to reflect the Increase and that the amended and restated articles be adopted in substitution for the Company's existing Memorandum and Articles.
Action to be taken by Shareholders
Shareholders are requested to complete and return the Form of Proxy enabling them to vote at the Extraordinary General Meeting in accordance with the instructions printed on it to the Company's Registrars, Sanne Fiduciary Services Limited, so as to arrive no later than 10.00 a.m. on 21 February 2017. Completion and return of the form of proxy will not affect the right to attend in person and vote at the Extraordinary General Meeting should you so wish.
Redemption of the B Shares
The Company intends to redeem the B Shares on or around 14 April 2017.
If Shareholders would prefer the Directors to consider an earlier redemption date for their B Shares, then Shareholders should complete and return the enclosed Early Redemption Request Form in accordance with the instructions printed on it to the Company's Registrars, Sanne Fiduciary Services Limited, so as to arrive no later than 10.00 a.m. on 23 February 2017. Early Redemption Request Forms received after this date and time will not be considered by the Company and the B Shares held by the relevant Shareholder will be redeemed on the final redemption date, which is intended to be 14 April 2017. The Directors expect to exercise their discretion to redeem B Shares where early redemption has been requested shortly after the B Shares have been issued. It is expected that payments in respect of early redemption proceeds will be made within 5 business days of 6 March 2017.
Shareholders whose Shares are not in their own name and who are holding their Shares through Euroclear or Clearstream should not execute the enclosed Form of Proxy (as well as the Early Redemption Request Form or the Band Details Form) themselves. In such case, please ask your custodian bank to instruct Euroclear or Clearstream accordingly, as such forms are only valid if executed by, or on behalf of, the registered holder of the shares. PLEASE NOTE: If you are submitting forms through Euroclear or Clearstream there may be earlier deadlines than the one stated in this notice so you should contact your custodian bank or broker for information in this regard.
If your Shares are registered in the name of your custodian or broker, then the custodian or broker must sign and complete the Form of Proxy (as well as the Early Redemption Request Form and the Bank Details Form).
Recommendation
The Board considers that the Return of Capital is in the best interests of the Company and its Shareholders as a whole and unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as the Directors intend to do in respect of their own beneficial holdings which, in aggregate, amount to 5,886,152 Shares representing approximately 3.99 per cent of the issued share capital of the Company.
Expected timetable of principal events
Date of Posting of Circular 30 January 2017 Record date for voting at Extraordinary 6.00 p.m. on 21 February General Meeting 2017 Latest time for receipt of Forms of Proxy 10.00 a.m. on 21 February 2017 Extraordinary General Meeting 10.00 a.m. on 23 February 2017 Record Date for B Shares Entitlements 6.00 p.m. on 23 February 2017 Latest time for receipt of Early Redemption 10.00 a.m. on 23 February Request Forms 2017 Credit share register with B Share Entitlements 24 February 2017 Final date for redemption of B Shares 14 April 2017
Definitions
In the Circular, unless the context otherwise requires, the following expressions shall bear the following meanings:
Admission Document the document issued by the Company on 19 December 2005 relating to the admission of the Company's Shares to trading on AIM
Adviser New Europe Capital SRL
Articles the articles of association of the Company as at the date of the Circular
B Shares means the non-voting, transferable redeemable shares of EUR1.00 each in the capital of the Company proposed to be issued on the terms set out in Resolution 2
B Share Entitlements means the entitlements of those Shareholders holding Ordinary Shares on the Record Date to be issued B Shares pursuant to the terms and conditions set out in the Circular;
Circular the document dated 30 January 2017, addressed to the Shareholders
Company Reconstruction Capital II Limited
Directors or Board the directors of the Company from time to time
Extraordinary General Meeting the Extraordinary General Meeting of the Company to be held at the offices of Sanne Fiduciary Services Limited at 13 Castle Street, St Helier, Jersey JE4 5UT on 23 February 2017
Memorandum the memorandum of association of the Company as at the date of the Circular
Resolutions Resolutions 1, 2 and 3 to be put to the Extraordinary General Meeting as detailed on page 11 of the Circular and in the notice of the Extraordinary General Meeting
Return of Capital the transaction comprising the return of approximately EUR17 million in cash to Shareholders by means of the issue of B Shares
Shareholders holders of Shares
Share(s) or Ordinary Shares ordinary shares of EUR0.01 each in the capital of the Company
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
January 31, 2017 02:01 ET (07:01 GMT)
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