PUR.L Regulatory News (PUR)

11 December 2015

PURE WAFER PLC

("Pure Wafer" or "the Company")

Notice of General Meeting

Proposed members' voluntary liquidation and cancellation of admission to trading on AIM of the Ordinary Shares

1. Introduction

The Company announced on 24 November 2015 that it had conditionally agreed to sell the Company's entire equity interest in it's Subsidiary, Pure Wafer, Inc.. Details of the Disposal were set out in the circular dated 24 November 2015. A resolution to approve the Disposal was passed at the Disposal General Meeting held yesterday on 10 December 2015.

The Board is of the view that the most appropriate next step for the Company is for it to be voluntarily wound up and for the appointment of liquidators with a view to providing an efficient return of capital to Shareholders. As a consequence of and conditional on such appointment, the Ordinary Shares of the Company will be cancelled from trading on AIM.

This announcement sets out the background to and the reasons for the Proposals and explains why the Board unanimously considers the Proposals to be in the best interests of Shareholders and the Company and is seeking approval for the placing of the Company into members' voluntary winding up, the appointment of Joint Liquidators and the cancellation of admission to trading on AIM of the Ordinary Shares.

A circular is being posted today to Shareholders (the "Circular"). All capitalised terms in this announcement are as defined in the Circular which will be available on the Company's website: www.purewafer.com 

2. Background to the Proposals

On 1 May 2015 the Board announced that, having agreed a final settlement with the Group's insurers in respect of the fire at its Swansea premises in December 2014, it did not intend to reinstate its Swansea premises. On 12 August the Board further announced the disposal of the Swansea site, leaving the facility operated by the Subsidiary in Prescott, Arizona as the Group's only remaining trading site.

Following the Disposal, the Company no longer owns any trading assets and as such will be treated as an investing company for the purposes of the AIM Rules and the Board is of the opinion that a members' voluntary liquidation is in the best interests of Shareholders and the Company.

3. Liquidation and proposed distributions to Shareholders

In the event that the Resolutions are passed by the requisite majority, the Company will be placed in members' voluntary liquidation on 7 January 2016 and the Joint Liquidators shall be appointed. The Joint Liquidators will be responsible for dealing with the affairs of the Company with effect from their appointment.

Based upon all relevant financial information available to the Board and following initial preparatory discussions held with the Joint Liquidators, the Board anticipates that, subject to passing of the Resolutions, the Joint Liquidators will make a total distribution of up to 188 pence per share, which will include a first interim distribution to Shareholders of 167 pence per Ordinary Share on or around 11 January 2016. The total distribution represents the Directors' best estimates based on current information and is subject to the agreement of tax returns by HM Revenue & Customs and a limited number of other factors, including the receipt from escrow of the remaining sales proceeds in relation to the sale of Pure Wafer Inc.

It is anticipated that subsequent distributions will be made at the following points during the liquidation process:

- Six weeks after the Joint Liquidators appointment, following the expiry of the creditors' claim period a further distribution will be available. The amount of this distribution will depend on claims received and will represent the net amount available after valid claims of the amount retained against notifiable contingent claims at that date. This is expected to be distributed on 24 February 2016.

- After HM Revenue & Customs provide tax clearance. The amount of this distribution will depend on claims received from HMRC in relation to pre appointment tax returns and will represent the net amount available after valid claims of the amount retained against anticipated and contingent claims from HMRC at that date.

- An amount equal to the free proceeds following the release from escrow of any remaining sale proceeds payable to the Company under the terms of the Disposal Agreement. This amount is subject to foreign exchange risk.

- A final distribution of any residual monies will be made, following which it is expected that the Joint Liquidators will convene a final meeting of Shareholders and conclude the Liquidation by filing their final return at Companies House.

The joint liquidators will expect to combine the distributions above where the timing of events makes it sensible to do so as this will minimize third party expense, for example those in relation to Registrar's costs. Shareholders should note that it is not possible to estimate when tax clearance will be forthcoming and the timing of distributions is dependent on this clearance being obtained.

The cost of implementing the Proposals is currently estimated at £80,000

All mandates in force at the close of business on the Record Date relating to payment of dividends on Shares and all instructions given relating to notices and communications will, unless and until varied or revoked, be deemed to continue in force during the liquidation.

All distributions will be paid by way of cheque drawn from a UK clearing bank posted to the registered addresses of the Shareholders as at the Record Date. Such payments will be at the sole risk of the Shareholder concerned.

Shareholders should note that the amount of any distributions (whether interim or final) may be different from the amounts indicated due to a variety of factors, including but not limited to the settlement of any currently unknown or contingent liabilities, agreement of tax computations, foreign exchange impact on the escrow receipt and ongoing costs associated with the running of the Company and/or the costs of the Joint Liquidators. The actual date and amounts of all distributions will be determined by the Joint Liquidators. Distributions will be made to shareholders on the register as at the proposed date of liquidation, 7 January 2016.

4. Process for AIM Cancellation and its effects

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the intention to de-list conditional upon the passing of the Resolutions, giving not less than 20 Business Days' notice. The AIM Cancellation is a necessary effect of the Liquidation. The Company gave notice of the intended cancellation of its trading facility on AIM, conditional on the appointment of a liquidator, in its announcement and circular, each of which was released on 24 November 2015.

The Ordinary Shares will be suspended from trading on AIM with effect from 7.30 am on 7 January 2016. The effect of this will be that Ordinary Shares will no longer be tradable.

Subject to the passing of the Resolutions by the requisite majority, the admission of the Ordinary Shares to trading on AIM will be cancelled with effect from 7 am on 8 January 2016.

There will be no market facility for dealing in Ordinary Shares and no price will be publicly quoted for Ordinary Shares from AIM Cancellation. The Ordinary Shares will not be transferable once the Company enters into Liquidation other than at the express discretion of the Joint Liquidators. 

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the AIM Cancellation is approved and becomes effective.  If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the AIM Cancellation becoming effective. As noted above, subject to the passing of the Resolutions by the requisite majority, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 6 January 2016 and the effective date of AIM Cancellation will be 8 January 2016.

Upon AIM Cancellation becoming effective, WH Ireland will cease to be nominated adviser and broker to the Company and the Company will no longer be required to comply with the rules and corporate governance requirements to which companies admitted to trading on AIM are subject, including the AIM Rules.

5. General Meeting

A Circular containing a notice convening the General Meeting for the purposes of, inter alia, approving the AIM Cancellation, the Liquidation and the appointment of the Joint Liquidators to be held at the offices of Blake Morgan LLP, Bradley Court, Park Place, Cardiff CF10 3DP at 10 a.m. on 7 January 2016 will be posted to Shareholders today.

6. Intentions of the Directors in relation to the Resolution

Each of the Directors (other than Huw Lewis) is a Shareholder and each such Director has irrevocably committed himself to vote in favour of the Resolutions in respect of the Ordinary Shares beneficially held by him amounting to 2,265,914 Ordinary Shares, representing approximately 7.8% per cent. of the Ordinary Shares provided that completion of the Disposal has taken place prior to the date of the General Meeting.

7. Expected Timetable Of Principal Events

Publication of this Document 11 December 2015

Latest time and date for receipt of Forms of Proxy 10 am on 5 January 2016

Suspension of trading on AIM of the Ordinary Shares 7.30 am on 7 January 2016

General Meeting 10 am on 7 January 2016

Cancellation of admission to trading on AIM of the Ordinary Shares 7 am on 8 January 2016

All references to time in this document are to London time.

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through The Regulatory Information Service operated by the London Stock Exchange.