4 Oct 2021 07:00
ANNOUNCEMENT RE WINDING-UP CIRCULAR
Further to previous communications to shareholders, a circular explaining the proposal for the winding-up of the Company and the actions which are required for its implementation has been posted to shareholders on 4 October 2021, together with a notice of the General Meeting of the Company to be held at 4.00 p.m. on 27 October 2021 at Cassini House, 57 St James's Street, London SW1A 1LD. The winding-up is conditional on the approval of the resolutions to be put to the General Meeting (the "Resolutions").
The Company's prospectus dated 8 October 2014 (the "Prospectus") envisaged that the Company should not have a fixed life, but that, after five years, the Directors would propose a resolution for Shareholders to vote on a process for winding-up the Company or some other means of distributing shareholders' capital and income. As stated in the Company's 2021 annual report & accounts, the Board had delayed that process as a result of the Covid-19 pandemic but now believes that the time is now right to progress the liquidation of the Company.
Further to the Company's announcements on 21 June 2021 and 25 August 2021 relating to the successful exit of its stake in direct cremations business Pure Cremation, the Board approved a special interim dividend of 9p per Share which was paid to Shareholders on 14 September 2021. Dividends paid to Shareholders to date have brought total cash returned to Shareholders who initially received higher rate tax relief to 60 pence, comprising 30 pence in dividends and 30 pence in income tax relief. The audited net assets at the year-end (28 February 2021) were 93.09 pence per Share (after adding back the dividends paid to that date) and the Investment Manager has continued to concentrate on planning realisations of investments in order to return further funds to Shareholders in accordance with the Prospectus.
Subject to the Resolutions being passed, the Investment Manager intends to realise value from the Company's residual holdings and settle liabilities in order to simplify the Company's liquidation and maximise final returns to Shareholders. Whilst the Investment Manager intends to complete this process in an orderly and expeditious manner, in light of the ongoing effects of the Covid-19 pandemic, this may take some time but will, in any event, aim to be completed within the three years envisaged by the VCT tax legislation.
The Board is, therefore, now recommending that the Company be placed in voluntary liquidation with the intention that further funds are returned to Shareholders by way of a capital distribution by the liquidators and that Asher Miller and Stephen Katz of Begbies Traynor (London) LLP be appointed joint liquidators.
If the Resolutions are passed, this will result in the cancellation of the listing of the Company's Shares on the Official List of the Financial Conduct Authority, which is expected to take place on 29 October 2021, and the Shares ceasing to trade on the London Stock Exchange.
Expected Timetable
Notice of General Meeting | 4 October 2021 |
Deadline for receipt of Proxy Forms | 4.00 p.m. on 25 October 2021 |
Suspension of the listing of the Shares on the Official List | 7.30 a.m. on 27 October 2021 |
General Meeting | 4.00 p.m. on 27 October 2021 |
Expected date of cancellation of the listing of the Shares on the Official List | 8.00 a.m. on 29 October 2021 |
Documents
A copy of the circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Company and the Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information relating to the Company and its directors contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Enquiries
Graham Shore
020 7408 4050