St Peter Port Capital Limited Disposal of the Company's Investment Portfolio (8687H)

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RNS Number : 8687H

St Peter Port Capital Limited

06 August 2021

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

St Peter Port Capital Limited (the "Company")

Disposal of the Company's Investment Portfolio

On 15 February 2021 the Board announced an auction process to facilitate the disposal of all the Company's investments. The Board stated that, following completion of the process, it would seek to return the net cash so realised to shareholders as a return of capital, having made provision for a subsequent orderly liquidation. It was envisaged that consent would be sought for the appointment of a liquidator and cancellation of the Company's admission to trading on AIM. On 2 June 2021 the Board updated shareholders on the auction process, including its appointment of an auction agent and the expected timetable.

Further to these announcements, the Board has today concluded a sale and purchase agreement with RAB Capital Holdings Limited ("RAB Capital") whereby RAB Capital has acquired the portfolio of investments held by the company for a cash consideration of GBP2,200,000 (the "Disposal"). The Disposal encompasses all the portfolio save for shares in companies believed by the Board to have become insolvent with nil value. Following the Disposal the only asset of value held by the Company other than the sale proceeds is GBP103,000 in cash.

Individual cash offers were received for various holdings in the portfolio, but the offer by RAB Capital represented the highest cash proceeds net of costs to conclude the sale of the portfolio. The proceeds of GBP2,200,000 compare with an unaudited book value of the investments being disposed of GBP9,445,000 as at the last published balance sheet of 30 September 2020 in the Company's interim results. The level of proceeds is therefore at a large discount to this book valuation reflecting the circumstances of the sale. However, the difficulty for the Board was that there was little prospect of a significantly better realisation being achieved in the short to medium term.

In particular, the largest holding by book value, Brazil Potash, has had difficulties progressing the necessary major fund-raising to construct its mine whilst Brazil continues to have a serious problem with Covid. Foreign investors and professionals are likely to remain reluctant to or barred from visiting the area until this abates. The second largest holding by book value, Buried Hill, also awaits a full resolution of its licence position following the accord between Turkmenistan and Azerbaijan. No holding in the portfolio offered good prospects of uplift in the short to medium term.

The schedule of assets being sold is detailed below.

The Disposal will enable the Company to liquidate and return its remaining cash to shareholders. It is expected that the Company will return approximately GBP2,170,000, representing about 3.38 pence per share. The Board intends to publish a circular in due course, tabling resolutions to cancel the Company's shares from trading on AIM and appoint a liquidator to effect a members' voluntary liquidation.

For further information:

St Peter Port Capital Limited

Lynn Bruce, Director [phone]

Grant Thornton UK LLP (Nominated Adviser)

   Philip Secrett               [phone] 

Fourth Ventures Limited (auction agent)

   Simon Ramery            [phone] 

Schedule of Assets Being Sold

 
 (1)                          (2)                       (3) 
  Name of Company or           Asset Class               Number of Shares / 
  Borrower (as applicable)                               Number of Warrants 
  and Registered Office                                  / Principal Amount 
  Address                                                of Loan Outstanding 
                                                         (as applicable) 
 Brazil Potash Corp.          Shares                              2,934,181 
                             ------------------------  ------------------------------- 
 Buried Hill Energy 
  (Cyprus) Plc                Shares                              2,314,667 
                             ------------------------  ------------------------------- 
 iQur Limited                 Shares                               165,942 
                             ------------------------  ------------------------------- 
 SeeCubic Inc                 Shares                              1,066,246 
                             ------------------------  ------------------------------- 
 SeeCubic Inc                 Warrants                              29,167 
                             ------------------------  ------------------------------- 
 Red Flat Nickel Corp.        Loan / USD                        USD 26,310,000 
                             ------------------------  ------------------------------- 
 SeeCubic Inc                 Loan notes / USD                    USD 35,000 
                             ------------------------  ------------------------------- 
 Celadon Mining Limited       Shares                              11,055,555 
                             ------------------------  ------------------------------- 
 EastSiberian PLC             Shares (suspended)                   415,000 
                             ------------------------  ------------------------------- 
 International Goldfields 
  Ltd.                        Shares (suspended)                  14,727,623 
                             ------------------------  ------------------------------- 
 Kerogen Shale Limited        Shares                               117,291 
                             ------------------------  ------------------------------- 
 MinCore Inc                  Shares                              7,540,000 
                             ------------------------  ------------------------------- 
 Nusantara Energy Limited     Shares                               862,488 
                             ------------------------  ------------------------------- 
 Royal Coal Corp.             Shares (suspended)                  4,000,000 
                             ------------------------  ------------------------------- 
 St Peter Port Capital        Shares                         100% interest being 
  (RFN) Limited                                                      sold 
  3rd Floor, 1 Le Truchot,                               Holder of an 80% shareholding 
  St Peter Port, Guernsey                                    interest in Red Flat 
  GY1 1WD                                                     Nickel Corporation 
                             ------------------------  ------------------------------- 
                              Shares (in creditors' 
 TMO Renewables                voluntary liquidation              3,598,125 
                             ------------------------  ------------------------------- 
 Union Minerals Group         Shares                              1,000,000 
                             ------------------------  ------------------------------- 
 StreamTV Inc                 Shares                              1,007,913 
                             ------------------------  ------------------------------- 
 

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August 06, 2021 06:20 ET (10:20 GMT)