6 Jan 2023 17:08
6 January 2023
Doric Nimrod Air One Limited (the "Company")
Publication of Circular and Notice of Extraordinary General MeetingProposed disapplication of pre-emption rights and compulsory redemption of sharesIntention to cancel admission to trading on the Specialist Fund Segment
As reported in the Company's announcement of 20 December 2022, Emirates purchased the Airbus A380-861 aircraft, manufacturer's serial number (MSN) 016 (the "Aircraft") from the Company for a price of £25.03 million upon expiry of the lease of the Aircraft. The Directors intend to distribute the sale proceeds to Shareholders, net of liquidation and other costs, by way of a compulsory redemption (the "Redemption") of all of the ordinary preference shares in the capital of the Company (the "Ordinary Shares"). The Directors anticipate that the process to liquidate the Company will commence as soon as practicably possible following the payment of Redemption proceeds to Shareholders.
Currently, however, the Company is not able to redeem all Ordinary Shares, because to do so would result in the Company having no shares left in issue. The Directors therefore propose to issue one subordinated administrative share (the "Administrative Share") to JTC Fund Solutions (Guernsey) Limited (the "Administrator"). The Administrative Share would not carry any entitlement to receive or participate in any dividend or distribution, and would only carry the right to vote at general meetings of the Company if there are no Ordinary Shares in existence. The Administrator will hold the Administrative Share until the Company is dissolved, thereby enabling the Company to redeem all the Ordinary Shares before the liquidation commences.
The issuance of the Administrative Share is subject to the passing of a special resolution to disapply the pre-emption rights contained in the Company's articles of incorporation (the "Resolution") to be proposed at an extraordinary general meeting of the Company to be held at Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT at 10 a.m. (London time) on 25 January 2023 (the "Extraordinary General Meeting"). Further details of the proposal are set out in the notice of the Extraordinary General Meeting contained in the shareholder circular (the "Circular") published today on the Company's website at www.dnairone.com. In addition, a copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for viewing online at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Subject to the passage of the Resolution, the Register will be closed at 6.00 p.m. on 2 February 2023 (the "Redemption Record Date"). All Shareholders on the Register at the Redemption Record Date will be entitled to the distribution of the Redemption proceeds. Redemption is expected to occur on or around 3 February 2023 (the "Redemption Date") at or around a price of 60.67 pence per Ordinary Share.
Redemption proceeds are expected to be paid to Shareholders on 10 February 2023 in pounds sterling using the existing mandate record held on file. Shareholders may elect to receive their proceeds by electronic bank transfer by request sent to the Company's Registrar, JTC Registrars Limited, at PO Box 156, Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 4EU. Such requests should be sent initially to registrars@jtcgroup.com and this will need to be provided by 5.00 p.m. on 1 February 2023 in order for the election to be effective. The request must specify the full bank account details of the account (which must be in the name of the registered holder(s)) to which the redemption proceeds are to be paid. All bank payment charges will be for the account of the payee.
All of the Ordinary Shares redeemed on the Redemption Date will be cancelled. Accordingly, once redeemed, such ordinary Shares will be incapable of transfer and any certificates existing in respect of the Ordinary Shares will cease to be of value.
The Company will make an application for the cancellation of the admission of the Ordinary Shares to trading on the Specialist Fund Segment, with the cancellation expected to take effect at 7.00 a.m. on 3 February 2023 (subject to the passage of the Resolution and the issuance of the Administrative Share).
For Further Information
For administrative and company information:
JTC Fund Solutions (Guernsey) Limited
+44 (0) 1481 702400
For shareholder information:
Nimrod Capital LLP
+44 (0) 20 7382 4565