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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Thompson Clive | LSE:TCI | London | Ordinary Share | GB0008889056 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 63.11 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:1442I Thompson Clive Investments PLC 20 November 2007 Contact : Charles Fitzherbert, Director; Susan Thompson, Company Secretary Tel: 020 7535 4900 _______________________________________________________________________ LETTER FROM THE CHAIRMAN _______________________________________________________________________ Thompson Clive Investments plc (Registered in England under number 1505311) Directors Registered Office Christopher Jones (Chairman and Non-Executive Director) 24 Bond Street Charles Fitzherbert (Non-Executive Director) London Peter Glossop (Non-Executive Director) W1S 4AW Peter Longland (Non-Executive Director) 20 November 2007 Dear Shareholder Recommended Proposed Voluntary Winding-Up of the Company Introduction In the Chairman's Statement to the interim report for the six months ended 30 June 2007, dated 3 September 2007, the Board announced that it intended to put proposals to Shareholders for the voluntary winding-up of the Company. In the meantime, the Board will continue to conduct the affairs of the Company in accordance with its disinvestment objective. A Notice convening an Extraordinary General Meeting of Shareholders to be held on 13 December 2007 for this purpose is being sent to Shareholders. This document sets out the background to and the details of the proposals and the meeting at which your approval will be sought for the Resolutions required to place the Company in liquidation. The purpose of this document is to explain why the Board of the Company is recommending that you vote in favour of the Resolutions. Further details of the action to be taken are set out at the end of this document. Shareholders are encouraged to complete their Form of Proxy whether or not they intend to attend the meeting and return it as soon as possible. Background Thompson Clive Investments plc is an investment company, principally taking up venture capital holdings in unquoted companies. The Company was incorporated on 1 July 1980 and initially raised #3 million. A further #6 million was raised in 1984. Following the listing of the Company's ordinary shares in September 1988, the Board has managed the affairs of the Company so as to maintain its status as an authorised investment trust as defined by section 842 of the Income and Corporation Taxes Act 1988. In line with the Board's revised strategy announced on 28 October 2002, no new investments have been made by the Company since June 2003. Since then, the Company has realised most of its investments and returned the proceeds to Shareholders, primarily through a series of tender offers which returned #52.4 million, and a total of #3.5 million enhanced dividends in 2006 and 2007. As indicated to Shareholders in the interim report for the six months ended 30 June 2007 and in earlier annual reports, it is the Board's stated intention to wind the Company down by 31 December 2007. It is therefore proposed to seek Shareholder consent to put the Company into members' voluntary liquidation. This course of action is the culmination of a five year programme of realisations resulting from discussions with major Shareholders who wanted liquidity in the medium term. It fulfils those Shareholders' wishes and it is the Board's belief that it is addressing the interests of all Shareholders as far as possible, whilst giving the greatest opportunity of maximising value on realisation of investments. As at 8 November 2007, the Company held investments with an aggregate value of #1,442,000 (principally comprising its investment in Genitope), in addition to cash of #1,863,000 before payment of the final interim dividend. In the Chairman's Statement accompanying the 2006 annual report, the Board stated that Genitope's phase III trials were expected to conclude in November 2007. The results are now expected in late December 2007 and, in the light of this, the investment may not be realised before the end of 2007. 2007 Interim Results For the six months ended 30 June 2007, the Company made a net loss of #700 (2006: net profit of #35,000) after providing for #50,000 for liquidation costs due before the end of the year. These results should also be seen in the light of the Company's continuing reduction in size during its last year as a going concern, from total net assets of #7,472,000 at 30 June 2006 to #3,335,000 at 30 June 2007. During 2006, #2.26 million was distributed as dividends. Last Interim Dividend The Board declared a last interim dividend on 16 October 2007 of 50 pence per Share or #1.26 million, payable on 16 November 2007 to all Shareholders on the Register on 26 October 2007. The Proposed Liquidation and Proposed Schedule It is proposed that the Company will be wound up on 13 December 2007 and that Jeremy Simon Spratt and Finbarr Thomas O'Connell of KPMG LLP be appointed liquidators of the Company. From that point the Liquidators will take over management of the Company from the Directors. Based on the liquid assets of the Company as at 8 November 2007 (being the latest practicable date prior to the publication of this document) and assuming that the investment in Genitope is not sold pre-liquidation, the Board anticipates that the Liquidators will make a first interim distribution to the Shareholders of 15 pence per Share in the week commencing 17 December 2007. It is expected that the Liquidators will reserve approximately #200,000 as a provision against the Company's liabilities and contingent liabilities, which includes a provision for taxation, the cost of implementing the proposals (currently estimated at #86,000 including VAT) and any unknown claims. Once appointed, the Liquidators will seek out, agree and pay creditors' claims and, once the Company's investment in Genitope has been realised, make a second distribution to Shareholders. The Liquidators will make a third and final distribution to Shareholders once the VAT recovery detailed below, if any, has been received and will then convene a final meeting of Shareholders and conclude the liquidation by filing their final return at Companies House. VAT Treatment relating to Management Fees Following the outcome of the test case brought by the Association of Investment Trust Companies (now called the Association of Investment Companies) and JPMorgan Fleming Claverhouse Trust plc, HM Revenue & Customs accepts that management fees paid by investment trusts should have been exempt for VAT purposes. As a result, investment trusts, including the Company, should be able to recover certain amounts paid as VAT in the past. As reported in the interim report for the six months ended 30 June 2007, the Company has incurred some #460,000, which might in these circumstances be recoverable. No provision for recovery of VAT has been made. Investment Management Agreement An investment management agreement exists between the Company and the Investment Manager. The agreement is for the Investment Manager to act as adviser and manager to the Company and to provide secretarial services and office accommodation in connection with such services. Under the terms of the agreement, a management fee is payable quarterly in advance, the annual charge being the aggregate of 1.25 per cent. of net assets at 31 December in the preceding year and 1.25 per cent. of such value as at 30 June in the year of payment. In addition, the Investment Manager is reimbursed all reasonable expenses incurred in the performance of its duties under the management agreement. This agreement terminates on liquidation of the Company. Cancellation of Listing The Board proposes that the listing of the Shares be cancelled from the Official List of the Financial Services Authority with effect from 7.30 a.m. on 14 December 2007. The effect of this will be that the Shares will no longer be quoted or tradable. This cancellation is an inseparable constituent part of Resolution 1 and is a necessary effect of placing the Company into members' voluntary liquidation. Costs and Expenses The costs incurred and to be incurred in relation to the proposed liquidation, including financial advice, other professional advice and the Liquidator's charges, are estimated at #86,000, in total, inclusive of unrecoverable VAT. The payment of fees to the Directors will cease when the Liquidators are appointed and no payments for loss of office will be made. Liabilities and Retention Before making the interim distribution to the Shareholders, the Liquidators will set aside cash which will provide for all of the then known actual and contingent liabilities of the Company and an additional amount by way of retention in an amount considered by the Liquidators to be appropriate to provide for any further contingencies and unknown liabilities. Dealings and Settlement The Shares will be suspended from trading on the Official List of the Financial Services Authority at 7.30 a.m. on 13 December 2007. It is intended that, in light of the proposals set out in this document, and if the Resolutions are passed by the requisite majority, the Shares will be cancelled from the Official List of the UK Listing Authority with effect from 7.30 a.m. on 14 December 2007. The Company's register of members will be closed at close of business on 11 December 2007. Transfers received after that time will be returned to the person lodging them. Taxation The Board has been advised that, for the purposes of UK taxation of chargeable gains, liquidation distributions will give rise to a disposal of Shares by Shareholders. Accordingly, a Shareholder who is resident or ordinarily resident in the United Kingdom for tax purposes and who holds the Shares as an investment may, depending on the Shareholder's own circumstances, realise a chargeable gain or allowable loss. If a Shareholder holds the Shares otherwise than as an investment, or is subject to taxation in a jurisdiction other than the United Kingdom, or is in doubt as to his personal tax position, he should consult his own professional advisers. Extraordinary General Meeting The member's voluntary liquidation and the cancellation of the listing can only be effected with the requisite Shareholders' consent. For this reason, this document has been sent to each Shareholder and each Shareholder is being asked to vote on the Resolutions. In addition, consistent with the undertaking given by the Company to court at the time of the court approved return of capital in June 2005, a resolution will also be proposed to re-register the Company as a private limited company. The Notice convening the EGM, to be held at 11.00 a.m. on 13 December 2007 at the offices of Thompson Clive & Partners Ltd, 24 Old Bond Street, London W1S 4AW, is set out at the end of this document. At the EGM, resolutions will be proposed that the Company be wound up voluntarily and that Jeremy Simon Spratt and Finbarr Thomas O'Connell of KPMG LLP, 8 Salisbury Square, London EC4Y 8BB be appointed as liquidators of the Company, followed by a resolution, which, if carried, will grant certain powers to the Liquidators. Action to be taken Shareholders will find enclosed the Form of Proxy for use at the EGM. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon so as to arrive as soon as possible, but not later than 11.00 a.m. on 11 December 2007 to Capita Registrars by posting the Form of Proxy, reply paid, to the address printed on the reverse thereof or otherwise by post or by hand to Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Kent BR3 4TU. Completion and return of a Form of Proxy will not affect a Shareholder's rights to attend and vote at the meeting. Recommendation The Board considers that the Resolutions are in the best interests of the Shareholders as a whole. Accordingly, the Board unanimously recommends that the Shareholders vote in favour of each of the Resolutions to be proposed at the EGM, as the Board intends to do in respect of its beneficial and non-beneficial holdings of shares (amounting in aggregate to 14,521 Shares, representing approximately 0.58 per cent. of the issued share capital of the Company). If you are in any doubt about the contents of this document or what action you should take, you are recommended to seek your own financial advice immediately from an appropriately qualified independent adviser authorised under the Financial Services and Markets Act 2000. Yours sincerely Christopher Jones Chairman This information is provided by RNS The company news service from the London Stock Exchange END NOEURABRBBRAUAA
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