17 Nov 2014 07:00
MXC CAPITAL PLC
("MXC Capital" or the "Company")
Proposed Re-domicile of the Company to Guernsey
MXC Capital is pleased to announce its intention to re-domicile from the UK to Guernsey (the "Re-domicile"). The Re-domicile has the unanimous approval of the board of directors of the Company (the "Board").
In order to effect the Re-domicile, all existing shares in MXC Capital will be exchanged for shares in MXC Capital Limited ("New Guernsey Co"), a company that has been incorporated in Guernsey to become the new holding company for the MXC Capital group of companies (the "Group"). In all other aspects, the Group's current board, strategy and investment portfolio will remain unchanged as a result of the Re-domicile and it will retain its AIM quotation.
In the context of the Company's strategy and commercial objectives, the Board considers that there are significant commercial and financial benefits from conducting business as a Guernsey protected cell-company rather than a traditional English company and have therefore chosen to re-domicile the Group in Guernsey.
A protected cell company is a particular corporate entity that allows for the creation of cells from time to time, each of which can have a separate portfolio of assets. A protected cell company may, in respect of any of its cells, create and issue shares representing economic and voting rights in relation to such cells. Persons investing in cell shares shall only have recourse to, and except in very limited circumstances their interests shall be limited to, the assets of that cell and they shall have no recourse to assets attributed to any other cell (as may be created from time to time) or to the core assets of the company.
In the first instance however, New Guernsey Co has been incorporated as a non-cellular company with limited liability. The process for converting New Guernsey Co to a protected cell company under Guernsey law is relatively straightforward and the directors of New Guernsey Co will therefore have the flexibility to undertake such process at any time in the future, as and when they consider that the circumstances warrant it and it is in shareholders' best interests to do so.
The Re-domicile will be implemented by way of scheme of arrangement (the "Scheme") sanctioned by the High Court of England and Wales (the "Court") and will therefore be subject, amongst other things, to approval by MXC Capital shareholders at a general meeting, approval by MXC Capital shareholders at a separate Court convened meeting and sanction by the Court. These two shareholder meetings are intended to be held on or about 17 December 2014.
If the MXC Capital shareholders approve the Re-domicile proposals at the shareholder meetings and the Scheme is subsequently sanctioned by the Court, it is currently envisaged that the Scheme would take effect in early February 2015. Prior to the Scheme becoming effective, an application will be made to the London Stock Exchange plc to cancel the admission to trading on AIM of the ordinary shares in the Company. Around the same time, New Guernsey Co will apply for the new ordinary shares to be issued pursuant to the terms of the Scheme to be admitted to trading on AIM. It is expected that the cancellation of trading of the Company's ordinary shares and the admission to trading of New Guernsey Co's ordinary shares will both take effect on the same day in early February 2015.
A circular containing the full details of the proposals to be considered at the shareholder meetings will be sent to holders of MXC Capital ordinary shares on or about 24 November 2014 (subject to the approval of the Court).
Enquiries to:
MXC Capital plc
Marc Young
+44(0)20 7965 8149
Zeus Capital Limited (Nominated adviser and broker)
Tim Metcalfe/John Depasquale/John Treacy
+44 (0)20 7533 7727
About MXC Capital
MXC Capital is a specialist merchant bank with a track record of investing in and advising companies in the TMT sector. We bring together a deep knowledge of technology, first-hand experience of managing companies in the sector, an ability to make meaningful investments and a highly experienced corporate advisory team in support, all of which we combine to grow shareholder value.