Corporate Restructuring

 

TIDMVSH 
 
RNS Number : 3286U 
Venue Solutions Holdings PLC 
23 June 2009 
 
? 
 
 
VENUE SOLUTIONS HOLDINGS PLC 
(the "Company" or VSH) 
 
 
Corporate Restructuring 
 
 
On 8 May 2009 the Company announced that it had applied for its shares to be 
temporarily suspended from trading on AIM pending the announcement of its 
financial results for the year ended 30 November 2008. In that announcement the 
Company also referred to its board of directors considering restructuring 
proposals. Those proposals have now been finalised and the Company is pleased to 
announce the details of them. In addition, the Company is able to update 
shareholders regarding the position of its US subsidiary, YourDay Inc. and a 
positive result having been obtained in the US Court dissolving the YourDay Inc 
receivership. 
 
 
Restructuring and Company Voluntary Arrangement 
 
 
Proposals were despatched on Friday 19 June 2009 to creditors of the Company in 
relation to a proposed company voluntary arrangement of VSH containing proposals 
to the Company's creditors in full and final satisfaction of the creditors' 
debts. A summary of the principal elements of the proposals is as follows: 
 
 
?    the Company intends to raise not less than GBP200,000 through the issue of 
new ordinary 
 

      shares to rank pari passu in all respects with the 
existing ordinary shares in issue; 
 
 
?GBP110,000 of the proceeds of the fundraising will be applied towards VSH's 
indebtedness as 
 

      to 16½p in the GBP1 in full and final satisfaction 
of those debts; 
 
 
?    the balance of the funds to be applied towards paying the costs associated 
with the company 
 

      voluntary arrangement and to provide working 
capital for the Company to enable it to 
 

      investigate appropriate 
acquisition, business and trading opportunities. 
 
 
Details of the proposals were despatched to the Company's shareholders 
yesterday, Monday 22 June 2009. The contents of the letter to shareholders in 
relation to the CVA proposals and a copy of the proposals themselves are 
available for access, free of charge, from the Company's website at 
www.venuesolutionsplc.com The meetings of creditors and of shareholders in 
respect of the company voluntary arrangements have been convened for 7 July 
2009. A number of significant creditors holding what the directors believe to be 
in excess of 75% in value of the Company's indebtedness have indicated to the 
Company their support for the CVA proposals and their intention to vote in 
favour of them at the creditors' meeting. 
 
 
The Company also announces that it has been in discussions with HMRC regarding 
certain amounts of money which HMRC has claimed is due from the Company. HMRC 
had petitioned the Court for a winding up order to be made against the Company 
and the Company, which was represented by counsel, has successfully won an 
application (which was not opposed by HMRC) for the adjournment of the winding 
up hearing until 15 July 2009 by which time the Company expects the company 
voluntary arrangement to have been approved by creditors and shareholders such 
that the application for a winding up order would fall away and cease to have 
any effect. 
 
 
 
 
Full Dissolution of Receivership of YourDay Inc. 
 
 
On 22 April 2009 the Company announced that it had become aware that the Essex 
Superior Court for the Commonwealth of Massachusetts had issued an order 
appointing a receiver over Yourday Inc. The Company believed the imposition of 
the receivership to have been entirely without foundation and unmeritorious and 
fully expected the receivership to be lifted when the Court was apprised of the 
relevant facts. 
 
 
The Company is pleased to announce that on 4 June 2009 the Court ordered, on 
application by YourDay Inc. against the petitioners of the receivership, that 
the receivership which was previously ordered by the Court be dissolved. The 
terms of the order granted by the Court dissolving the receivership also 
provided that the patents held or pending in the name of YourDay Inc are not to 
be sold, licensed, dissipated or encumbered by any party or its agent until 
further order of the Court or by the written agreement of the parties. 
 
 
In the light of this lifting of the receivership the Company will update 
shareholders in early course in relation to its interests in YourDay Inc and 
VSH's plans to seek to ensure that YourDay Inc is put into a position to be able 
to contribute to VSH shareholder value. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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