8 Jul 2008 17:03
ANNOUNCEMENT THE ZERO PREFERENCE GROWTH TRUST PLC ("the Company") Liquidation Proposals
The Board of Directors ("Board") of The Zero Preference Growth Trust PLC ("the Company") announce that they have today published and sent to Shareholders a Circular ("the Circular") convening an Extraordinary General Meeting of the Company to be held on Friday, 8 August 2008. The purpose of the meeting is to ask Shareholders to approve proposals to voluntarily wind up the Company in accordance with its Articles of Association.
Proposals - background and summary
The Company was incorporated with a fixed life in order to facilitate the return due to ZDP Shareholders under the Company's Articles which was extended to 9 August 2008 in 2004. As indicated in the half-yearly report of 27 March 2008, the Board has investigated whether any available alternative to Winding Up would be in the interests of Shareholders; in the event it has not been possible to identify an alternative which in the opinion of the Board would have a reasonable prospect of success.
The Board is therefore proceeding with proposals for Winding Up as required by the Articles of Association and as set out in the Circular.
Under the Company's articles of association, the Directors are obliged to propose a resolution on 9 August 2008 or, if that is not a business day, on the immediately preceding business day to wind up the Company unless previously relieved of the obligation to do so. Since 9 August 2008 falls on a Saturday, the Board has accordingly determined to convene the meeting to put the Company into liquidation on Friday, 8 August 2008.
On a winding up, the Articles provide that: first the Growth Shareholders are entitled to be paid the amount (if any) equal to that standing to the credit of the Company's revenue reserves (including undistributed revenue profits for the current year as at the date of commencement of the winding up) and secondly the ZDP Shareholders are entitled to the payment of their Final Capital Entitlement, and finally, any surplus assets available for distribution are then to be distributed to Growth Shareholders.
Final Interim Dividend
Under the Articles, the Directors are also required to distribute to Growth Shareholders by way of Final Interim Dividend the Directors' best estimate of the revenue profits of the Company (including its accumulated revenue reserves) available for distribution immediately prior to the EGM. However, as the Company had a revenue account deficit of ‚£9.269 million as at 31 July 2007 and is expected to make a loss in the current financial year, there will be no revenue profits available for distribution and therefore the Directors will not be declaring a Final Interim Dividend.
Final Capital Entitlement
Under the Articles, the ZDP Shareholders have a final capital entitlement of 75 pence per ZDP Share on the Winding Up Date (being the net asset value per ZDP Share as at 9 August 2004 of 46.72 pence compounded daily to 9 August 2008) or ‚£10.657 million in total. As at 30 June 2008, (after taking account of the liquidation expenses payable by the Company, the retention to be made by the Liquidators and the anticipated recovery of VAT previously paid on management fees), the unaudited total asset value of the Company was ‚£11.268 million and it is anticipated therefore that ZDP Shareholders will receive their full entitlement. The holders of ZDP Shares are expected to receive their Final Capital Entitlement on or around 11 August 2008.
Mechanics of the Proposals
Under the Proposals, the Company will be wound up by means of a voluntary winding up in accordance with its Articles and the provisions of the Insolvency Act 1986. The winding up of the Company will become effective immediately upon the passing of the special resolution put to the EGM.
In addition to providing for all known liabilities, the Liquidators have indicated that a further amount (estimated to be not more than ‚£75,000) will be required to be retained by the Company for the purpose of meeting any unknown liabilities of the Company. The Liquidators have also indicated that they anticipate being in a position to make an initial distribution to Growth Shareholders on or around 13 August 2008, assuming that the liquidation of the Company is approved at the EGM on 8 August 2008. A second distribution will be made after the Liquidators have paid the costs of the Company's liquidation, settled all other liabilities of the Company and realised any residual assets. The precise timing of this second distribution is uncertain.
Summary of the Proposals
Under the terms of the Proposals:
1. The Company will be placed in a members voluntary winding-up in accordance
with its articles of association and the provisions of the Insolvency Act
1986 ;
2. Applications will be made to the UKLA for the suspension of dealings in the
Shares from 7.30 a.m. on Friday, 8 August 2008. It is expected that the
respective Share Registers will close for transfers of Shares at the close
of business on Thursday, 7 August 2008.
Further details of the Proposals, including a full timetable, are included in the Circular to Shareholders. In the absence of an adjournment, the EGM is expected to be held on 8 August 2008, payment of the Final Capital Entitlement to ZDP Shareholders on or around 11 August 2008 and payment of the first distribution to Growth Shareholders on or around 13 August 2008. Cancellation of the Company's listing will occur in due course but in any event by 7 August 2009.
Defined terms used in this announcement shall have the same meanings as set out in the Circular.
Copies of the Circular have today been posted to Shareholders and submitted tothe UK Listing Authority. The document will shortly be available to the publicfor inspection at the UK Listing Authority's Document Viewing Facility, whichis situated at:Financial Services Authority25 North ColonnadeCanary WharfLondonE14 5HSTel No: 020 7066 1000EnquiriesPremier Fund Managers LimitedNigel Sidebottom 01483 400465 8 July 2008
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