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RNS Number : 1348S
AcenciA Debt Strategies Limited
28 September 2017
 

AcenciA Debt Strategies Limited

Proposals for voluntary winding-up of the Company

28 September 2017

 

 

Introduction

Shareholders in AcenciA Debt Strategies Limited (the "Company") will be aware that the Board of Directors is required to call a general meeting of the Company in September 2017 with a view to putting forward a resolution proposing that the Company be placed into voluntary winding-up with effect from 31 December 2017. The Company has issued a circular today to Shareholders which sets out details of the winding-up proposals and gives notice of that general meeting (the "EGM").

 

Background

Since the launch of the Company in 2005, the Board has put a series of reorganisation proposals to Shareholders, all of which have been approved.

 

Most recently, in September 2014, the Board put forward proposals for the continuation of the Company which were approved by Shareholders and which included a requirement to call a general meeting of Shareholders in September 2017 for the Company to be wound up with effect from 31 December 2017, with votes on such resolution (the "2017 Winding-up Resolution") to be decided by way of a poll.  Under the terms of the approved proposals, if not less than 25 per cent. of the votes cast on the poll were to be in favour of the 2017 Winding-up Resolution, they would be deemed to have one more vote than the aggregate number of votes cast against the 2017 Winding-up Resolution, such that the 2017 Winding-up Resolution would be passed by a simple majority.

 

Under Guernsey law the Company's winding-up commences on the date on which the 2017 Winding-up Resolution is passed and at such time it will be necessary to suspend the Company's listing on the Official List.  For that reason, the EGM is being held on the last business day of 2017 to enable Shareholders to be able to trade their shares for as long as possible.  However, notice of the EGM is being given in September 2017 to give Shareholders as much notice of the proposed winding-up as possible.

 

2017 Winding-up Resolution and Irrevocable Undertakings

The Company has received irrevocable undertakings to attend the EGM (in person or by proxy) and to vote in favour of the 2017 Winding-up Resolution (and associated resolutions to be put forward at the EGM) from Saltus Partners LLP (the Company's Investment Sub-Manager), Sandalwood Securities, Inc (the Company's Investment Adviser) and Martin J. Gross (the sole director of Sandalwood Securities, Inc) representing in aggregate 29.87 per cent. of the issued share capital of the Company. Accordingly, irrespective of how the votes in respect of any Shares held by other Shareholders are cast, the 2017 Winding-up Resolution will be passed on 29 December 2017.

 

Appointment of Joint Liquidators

An ordinary resolution will also be put forward at the EGM to approve the appointment of Linda Maree Johnson and Ashley Charles Paxton of KPMG Channel Islands Limited as joint liquidators of the Company (the "Joint Liquidators"), conditional upon the passing of the 2017 Winding-up Resolution, together with an ordinary resolution to approve the Joint Liquidators' remuneration.

 

Once the Joint Liquidators have been appointed, the powers of the Directors will cease (unless otherwise sanctioned by an ordinary resolution of the Shareholders or by the Liquidator) and the Joint Liquidators will assume responsibility for the liquidation of the Company, including the payment of fees, costs and expenses, the discharge of the liabilities of the Company, and the distribution of the remaining assets. 

 

Delisting from the London Stock Exchange

A special resolution will also be proposed at the EGM, conditional upon the passing of the 2017 Winding-up Resolution, that the admission of the Company's Shares to the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange be cancelled.  Subject to the passing of the Delisting Resolution, the Board intends to apply to both the Financial Conduct Authority for the cancellation of the premium listing of the Company on the Official List and to the London Stock Exchange to cancel the admission to trading of its shares on the Main Market, expected to take effect on completion of the liquidation of the Company in 2018.  Pending such formal cancellation it is anticipated that the FCA will suspend the Company's listing with effect from market opening at 7:30 a.m. on 29 December 2017; and the Shares will be disabled in CREST at the start of business on 29 December 2017.  Accordingly, in order to be valid, any transfers of Shares through CREST must be lodged before 6.00 p.m. on 28 December 2017; and the last day for dealings in the Shares on the London Stock Exchange on a normal rolling two business day settlement basis will therefore be Friday 22 December 2017. After Friday 22 December 2017, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by documents of title, is received by the Company's registrars by close of business on 28 December 2017.

 

Shareholders should consult their own independent financial advisers and/or broker should they wish to consider selling their Shares in the market prior to suspension and/or cancellation becoming effective.

 

Implications of the proposed winding-up of the Company

On the basis of the irrevocable undertakings received by the Company, in excess of 25 per cent. of the entire issued share capital of the Company will be voted in favour of the 2017 Winding-up Resolution, meaning the voluntary winding-up of the Company will commence on 29 December 2017. Accordingly, the Board will, on or before 30 September 2017, place redemption notices on all of the Company's underlying investments in respect of which it has not already done so.  By this process the Board intends to enable the Joint Liquidators to make a substantial distribution of cash to Shareholders as soon as reasonably practicable in the liquidation and anticipates that substantially all of the Company's assets will be distributed to Shareholders during the first quarter of 2018.

 

While there may be some amounts, for example residual illiquid positions (if any) and audit hold back amounts, which will take longer to return, the Board does not anticipate that these will be material.  The precise timing of any final cash distribution to Shareholders is uncertain, but it is hoped that it would be before the end of June 2018.

 

Pending the EGM the Company will continue to report its net asset value per Share to Shareholders on a monthly basis.

 

Costs

It is currently anticipated that the costs incurred in relation to the winding-up proposals, including professional advice and the Joint Liquidators' fees, will amount to approximately £90,000.00.  For the avoidance of doubt, this figure excludes the fees and expenses of service providers in the ordinary course of business up to the date of the Joint Liquidators' appointment in accordance with the terms of their engagement.

 

Extraordinary General Meeting

The EGM at which the winding-up proposals will be put to Shareholders will take place at 10.00 a.m. on 29 December 2017 at Sarnia House, Le Truchot, St. Peter Port, Guernsey GY1 1GR.

 

 

Expected timetable

 

27 December 2017         10 a.m.

Latest time for receipt of Forms of Proxy

28 December 2017         6.00 p.m.

Deadline for lodging any transfers of Shares through CREST

29 December 2017         7:30 a.m.

Suspension of listing on the Official List and trading on the Main Market

29 December 2017         10 a.m.

Extraordinary General Meeting and appointment of Joint Liquidators

By 31 March 2018

Payment of initial cash distribution 

 

 

 

Enquiries

Praxis Fund Services Limited

(Company Secretary)

 

+44 1481 737600

Saltus Partners LLP

Jon Macintosh

 

+44 20 7408 7765

Canaccord Genuity Limited

David Yovichic

 

+44 20 7523 8361

 

 

Defined terms in this announcement shall have the same meaning as is given to them in the circular to shareholders published by the Company on 28 September 2017.  See link to circular below.

 http://www.rns-pdf.londonstockexchange.com/rns/1348S_-2017-9-28.pdf


This information is provided by RNS
The company news service from the London Stock Exchange
 
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