Circ re Proposed Liquidation and Cancellation of Listing

 
TIDMSVU 
 
SVM UK Active Fund PLC 
 
               Proposed Liquidation and Cancellation of Listing 
 
                            Publication of Circular 
 
14 July 2011 
 
The Board of SVM UK Active Fund PLC (the "Company" or "SVU") announces 
proposals to liquidate the Company and the cancellation of the Listing of SVU 
shares of 25p each ("Shares") and their trading on the London Stock Exchange's 
main market. A circular is to be posted to SVU Shareholders today containing 
the notice of a general meeting. 
 
1. Background 
 
Cyrun Finance Limited ("Cyrun") has acquired approximately 93% of the issued 
share capital of the Company. It was Cyrun's stated intention that the Company 
should continue to operate as an investment trust following its offer, not to 
wind it up. However, as a result of the high level of acceptances that Cyrun 
received under its Offer, it is not possible for the Company to continue to 
operate as an investment trust. Cyrun has therefore considered the liquidation 
of the Company and requested the board to convene a general meeting at which a 
resolution to liquidate the Company will be proposed. 
 
The Board has therefore convened a general meeting, notice of which is set out 
at the end of this document to consider a resolution to liquidate the Company, 
to appoint the Liquidators and to authorise the Liquidators to exercise certain 
powers in accordance with the Insolvency Act 1986. 
 
Cyrun served notice under section 979 of the Companies Act 2006 on 30 June 2011 
to acquire compulsorily all Shares which it does not already own, as a result 
of which all Shareholders (other than Cyrun and its nominee) will be entitled 
to receive 191.2 pence per Share in cash and will not be exposed to any risk or 
rewards arising from variations in the amount of the liquidation proceeds.. 
 
The effect of the Compulsory Acquisition Procedures is that Cyrun and its 
nominees will be the sole Shareholders at the time of the meeting. Cyrun has 
stated its intention to vote in favour of the Resolution, the effect of which 
is that the Resolution will be passed. 
 
2. Cancellation of Listing and trading 
 
The Offer document published by Cyrun containing its Offer for all the Shares 
which it did not already owned contained a statement that a notice period of 
not less than 20 days would be given of the cancellation of listing following 
Cyrun obtaining over 75% of the Shares in issue or issuing compulsory 
acquisition notices. 
 
Notice is hereby given of the cancellation of the Listing of Shares on the 
Official List and trading in Shares on the London Stock Exchange's main market, 
which is expected to take effect on 17 August 2011 being the date of the 
General Meeting. The ISIN of the Shares is GB0009115444. 
 
3. Net Asset Value and liquidation proceeds 
 
The Company's investment portfolio has been sold in anticipation of the 
proposed liquidation. The Company has settled substantially all its 
liabilities, and its net asset value therefore amounts to GBP59.6 million held in 
cash or near cash, being approximately 187.6 pence per Share. 
 
No dividends will be paid prior to the general meeting. 
 
The liquidation proceeds will comprise the cash, less costs of the liquidation 
and may be distributed to Shareholders (being Cyrun and its nominee following 
the Compulsory Acquisition Procedures) in one or more instalments. . 
 
4. Compulsory acquisition of Shares 
 
Where a bidder acquires over 90% of the shares to which an offer relates, it 
has the power under the Companies Act 2006 to acquire the remaining shares 
compulsorily at the offer price. 
 
On 30 June 2011 Cyrun exercised its right under the Companies Act to buy the 
Shares which it did not already own for 191.2p per Share in cash. Cyrun will 
transfer the cash consideration to the Company's registrar, Computershare 
Investor Services PLC on 11 August 2011. 
 
Computershare Investor Services will act as agent for the Company maintaining a 
register and holding cash for dissenting shareholders, if any, and (subject to 
the action being taken by Shareholders as set out in the following paragraph) 
will send cheques to the relevant Shareholders by first class post, at the risk 
of the Shareholders concerned, within 14 days of 11 August 2011 (ie by 25 
August 2011) or within 14 working days of the later receipt of certificates or 
CREST details. 
 
5. Action to be taken to receive 191.2p per Share 
 
Holders of Shares in certificated form (ie not held electronically in CREST), 
should send their certificate(s) with a signed letter quoting the number of 
Shares to be acquired (or a Form of Acceptance) to Computershare, Corporate 
Actions Projects, Bristol BS99 6AH, United Kingdom or by hand (during normal 
business hours) to Computershare The Pavilions, Bridgwater Road, Bristol BS13 
8AE so as to be received by close of business on 11 August 2011. 
 
If any certificates are not received before 11 August 2011, the cash 
consideration due will be held on trust for the relevant shareholder pending 
the subsequent receipt of the certificates, following receipt of which a cheque 
will be issued within 14 business days. 
 
Holders of Shares in uncertificated form (i.e. in CREST) should send a letter 
signed by all authorised signatories to the above address, quoting the number 
of shares to be acquired and also the shareholder's CREST Participant ID and 
Member Account. If the required authorisation is not received before 11 August 
2011, the cash consideration due will be held on trust for the relevant 
shareholder pending the subsequent receipt of the required signed letter, 
following receipt of which a cheque will be issued within 14 business days. 
 
Holders of Shares who did not accept the Offer and have not applied to the 
court in respect of all their holding of Shares before 11 August 2011, or if 
such application to court is made and is then dismissed, Cyrun will be entitled 
and bound to acquire compulsorily their Shares for 191.2p each. 
 
The cash consideration payable to shareholders will be held for them on trust, 
in accordance with section 981(9) of the UK Companies Act. Thereafter, it will 
be transferred to the relevant shareholders upon their application to 
Computershare Investor Services PLC, provided that such application contains 
details of the Shares held by them and is accompanied by the relevant share 
certificate(s) and/or other document(s) of title. 
 
6. General Meeting 
 
The liquidation of the Company will be considered and voted on as a special 
resolution at the General Meeting, which has been convened for 4.00 pm on 17 
August 2011. The notice convening the General Meeting is set out at the end of 
this document. The General Meeting will be held at the offices of Fairfax I.S. 
PLC at 46 Berkeley Square, London W1J 5AT. 
 
All Shareholders on the register at close of business on 15 August 2011 are 
entitled to attend and vote at the General Meeting. In accordance with the 
Articles, all Shareholders present in person or by proxy shall upon a show of 
hands have one vote and upon a poll shall have one vote in respect of every 
Share held. 
 
As Cyrun and its nominees will be the only Shareholders entitled to attend and 
vote at the General Meeting (as a result of the Compulsory Acquisition 
Procedures), no forms of proxy are being distributed to other Shareholders. 
 
7. Recommendation 
 
The Board considers that the Liquidation is in the best interests of 
Shareholders as a whole and recommends Shareholders who are eligible to vote 
(ie Cyrun and its nominees) to do so in favour of the resolution to liquidate 
the Company. 
 
None of the directors holds any Shares, accordingly they will not vote on the 
resolution. However Cyrun (of which I am chairman) intends to vote in favour of 
the resolution in respect of its entire shreholding, which is expected to 
comprise 100% of the Company's issued share capital by the date of the General 
Meeting as a result of the compulsory acquisition process becoming effective on 
11 August 2011. 
 
8. Circular 
 
A copy of the Circular will shortly be submitted to the National Storage 
Mechanism and will shortly be available for inspection at 
http://www.hemscott.com/nsm.do 
 
All enquiries 
 
Carolina Viola Tel: [phone] 
 
Company Secretary 
 
 
 
END