The latest Investing Matters Podcast with Jean Roche, Co-Manager of Schroder UK Mid Cap Investment Trust has just been released. Listen here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksDNK.L Regulatory News (DNK)

  • There is currently no data for DNK

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Members' Voluntary Liquidation Proposal

19 Sep 2008 08:33

RNS Number : 8291D
Danka Business Systems PLC
19 September 2008
 



19 September 2008

Danka Business Systems PLC

("Danka" or the "Company")

Board to Propose Members' Voluntary Liquidation at Annual General Meeting

The Board of Danka announces that, subject to certain regulatory clearances being obtained, it intends to propose a resolution, among others, at the Company's Annual General Meeting, which is scheduled to be held no later than 31 October 2008, to approve the entry into by the Company of a members' voluntary liquidation.

As announced on 27 June 2008, the resolution proposed at the Extraordinary General Meeting of Danka held on that date to approve the sale of Danka's operating business to Konica Minolta Business Solutions U.S.A., Inc (the "Disposal") was approved by the requisite majority and the Disposal was completed on that date. However, the resolution proposed at that Extraordinary General Meeting to approve the entry by the Company into members' voluntary liquidation, and related resolutions which were conditioned upon the passing of that resolution, were not approved by the requisite majorities and, consequently, the Company did not enter into members' voluntary liquidation at that time.  

Since the completion of the Disposal, the Company has ceased to have any trading operations and the Board of Danka has assessed the alternatives available to distribute the Company's net cash among Danka's shareholders.  In assessing the available alternatives, the Board has been mindful of the fact that there is no guarantee that the holders of the 6.50 per cent senior convertible participating shares of US$1.00 each in the capital of the Company (the "Participating Shares") will not take action(s) that may be available to them under applicable law, for example seeking an involuntary liquidation of the Company, to recover amounts to which they are entitled pursuant to the Company's Articles of Association, and, in fact, the Company has been advised that one or more of its Participating Shareholders may seek such a winding up of the Company. Such amounts exceed the amount of the Company's net cash, including the net proceeds of the Disposal. Consequently, the Board believes that in the context of an involuntary liquidation of the Company, the holders of the Company's ordinary shares of £0.0125 each ("Ordinary Shares") and of American Depositary Shares representing Ordinary Shares ("ADSs") would not receive any distribution. 

However, as previously announced, the Board has procured the agreement of the holders of the Participating Shareto the holders of Ordinary Shares and ADSs receiving, in the context of a members' voluntary liquidation of the Company, an aggregate amount in cash equal to approximately US$6.5 million, on the basis of a payment in cash of US$0.025 per Ordinary Share and a payment in cash of US$0.10 per ADS, prior to any distribution to the holders of Participating Shares. Following this payment, any additional proceeds of a members' voluntary liquidation would be paid to the holders of Participating Shares in accordance with the Company's Articles of Association and holders of Ordinary Shares and ADSs would not receive any further distribution

The Board believes that, in light of the provisions of the Company's Articles of Association, the amount of the net cash held by the Company and the steps which may be taken under applicable law by the holders of the Participating Shares, for example to seek an involuntary liquidation of the Companythese undertakings which the Board has procured from the holders of the Participating Shares, and which only apply in the context of a members' voluntary liquidation, represent the only realistic prospect of holders of Ordinary Shares obtaining a return from the Company's net cash. In view of these factors, and of the fact that the Company has ceased to have any trading operations, the Board believes that the entry into members' voluntary liquidation is in the best interests of Danka and Danka shareholders as a whole. Accordingly, subject to receiving certain regulatory clearances from the United States Securities and Exchange Commission and the UK Listing Authority, the Board intends to propose a resolution at the Company's Annual General Meeting, which is scheduled to be held no later than 31 October 2008, to approve the entry into by the Company of members' voluntary liquidation.

The notice convening the Company's Annual General Meeting and other related documents, as well as (subject to the clearances referred to above being obtained) further information relating to the proposed members' voluntary liquidation of the Company will be sent to Danka's shareholders and to holders of ADSs shortly. 

This announcement is not intended to, and does not constitute, or form any part of, an offer to sell or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the transactions referred to herein or otherwise. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable legal and regulatory requirements. 

Enquiries

Danka: Jean Johnson, General Counsel, 00 1 727-456-4460

Weber Shandwick Financial (London)

James White/Laura Vaughan, 020 7067 0700

Evolution Securities Limited (London)

(Sponsor to Danka Business Systems PLC)

Stuart Andrews / Bobbie Hilliam, 020 7071 4300

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCSFESWUSASEDU
Date   Source Headline
18th Sep 20197:27 amRNSProactive One2One Investor Forum presentation
13th Sep 20197:00 amRNSHY 2019 Financial Report
3rd Sep 20197:00 amRNSTotal Voting Rights and Capital
12th Aug 20197:00 amRNSAppendix 3B
12th Aug 20197:00 amRNSIssue of equity and total voting rights
12th Aug 20197:00 amRNSIssue of shares - s708A Notice
8th Aug 20197:00 amRNSCredit approval for Colluli power plant
5th Aug 20197:00 amRNSCredit approval for US$200M senior debt facility
1st Aug 20197:00 amRNSTotal Voting Rights
29th Jul 20197:00 amRNSQuarterly Report and Appendix 5B
15th Jul 20197:00 amRNSProactive Investors presentation
1st Jul 20197:00 amRNSTotal Voting Rights and Capital
28th Jun 20197:00 amRNSReport on Payments to Governments
14th Jun 20199:30 amRNSNotification of PDMR and PCA Transactions
14th Jun 20199:30 amRNSAppendix 3Y - A Liebenberg
14th Jun 20199:30 amRNSAppendix 3B
14th Jun 20199:30 amRNSAppendix 3Y - S Cornelius
14th Jun 20199:30 amRNSIssue of Securities
3rd Jun 20197:00 amRNSTotal Voting Rights
29th May 20197:00 amRNSReplacement Constitution
28th May 20197:00 amRNSResults of Annual General Meeting
10th May 20198:50 amRNSTR-1:Notification of Major Holdings
1st May 20197:00 amRNSTotal voting rights and capital
30th Apr 20197:00 amRNSQuarterly Report and Appendix 5B
24th Apr 20197:05 amRNSNotice of AGM
24th Apr 20197:00 amRNSNotification of PDMR transaction
24th Apr 20197:00 amRNSIssue of Options
24th Apr 20197:00 amRNSAppendix 3B
16th Apr 20197:09 amRNSRelease of 2018 Annual Report
2nd Apr 20197:00 amRNSTotal Voting Rights
26th Mar 20197:00 amRNSNotification of PCA transaction
26th Mar 20197:00 amRNSAppendix 3B
26th Mar 20197:00 amRNSIssue of options
25th Mar 20197:00 amRNSAppointment of new CEO
20th Mar 20197:00 amRNSDanakali 2018 Financial Report
7th Mar 20197:00 amRNSProactive Investors 121 Natural Resources Forum
4th Mar 20197:00 amRNSNotification of PCA transaction
4th Mar 20197:00 amRNSAppendix 3B
4th Mar 20197:00 amRNSIssue of Options
1st Mar 20197:02 amRNSTotal voting rights and capital
1st Mar 20197:00 amRNSChange of address
1st Feb 20197:00 amRNSTotal Voting Rights
31st Jan 20197:00 amRNSQuarterly Report and Appendix 5B
30th Jan 20197:00 amRNSUNDP report outlines potential for Colluli
3rd Jan 20197:00 amRNSUpdate on Issue of Equity and Total Voting Rights
21st Dec 20187:00 amRNSAppendix 3B
21st Dec 20187:00 amRNSIssue of Shares - s708A Notice
6th Dec 20187:00 amRNSUS$200m debt finance mandate executed
3rd Dec 20187:00 amRNSTotal Voting Rights
15th Nov 20187:00 amRNSResponse to Lifting of UN Sanctions

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.