TIDMACD
RNS Number : 1348S
AcenciA Debt Strategies Limited
28 September 2017
AcenciA Debt Strategies Limited
Proposals for voluntary winding-up of the Company
28 September 2017
Introduction
Shareholders in AcenciA Debt Strategies Limited (the "Company")
will be aware that the Board of Directors is required to call a
general meeting of the Company in September 2017 with a view to
putting forward a resolution proposing that the Company be placed
into voluntary winding-up with effect from 31 December 2017. The
Company has issued a circular today to Shareholders which sets out
details of the winding-up proposals and gives notice of that
general meeting (the "EGM").
Background
Since the launch of the Company in 2005, the Board has put a
series of reorganisation proposals to Shareholders, all of which
have been approved.
Most recently, in September 2014, the Board put forward
proposals for the continuation of the Company which were approved
by Shareholders and which included a requirement to call a general
meeting of Shareholders in September 2017 for the Company to be
wound up with effect from 31 December 2017, with votes on such
resolution (the "2017 Winding-up Resolution") to be decided by way
of a poll. Under the terms of the approved proposals, if not less
than 25 per cent. of the votes cast on the poll were to be in
favour of the 2017 Winding-up Resolution, they would be deemed to
have one more vote than the aggregate number of votes cast against
the 2017 Winding-up Resolution, such that the 2017 Winding-up
Resolution would be passed by a simple majority.
Under Guernsey law the Company's winding-up commences on the
date on which the 2017 Winding-up Resolution is passed and at such
time it will be necessary to suspend the Company's listing on the
Official List. For that reason, the EGM is being held on the last
business day of 2017 to enable Shareholders to be able to trade
their shares for as long as possible. However, notice of the EGM is
being given in September 2017 to give Shareholders as much notice
of the proposed winding-up as possible.
2017 Winding-up Resolution and Irrevocable Undertakings
The Company has received irrevocable undertakings to attend the
EGM (in person or by proxy) and to vote in favour of the 2017
Winding-up Resolution (and associated resolutions to be put forward
at the EGM) from Saltus Partners LLP (the Company's Investment
Sub-Manager), Sandalwood Securities, Inc (the Company's Investment
Adviser) and Martin J. Gross (the sole director of Sandalwood
Securities, Inc) representing in aggregate 29.87 per cent. of the
issued share capital of the Company. Accordingly, irrespective of
how the votes in respect of any Shares held by other Shareholders
are cast, the 2017 Winding-up Resolution will be passed on 29
December 2017.
Appointment of Joint Liquidators
An ordinary resolution will also be put forward at the EGM to
approve the appointment of Linda Maree Johnson and Ashley Charles
Paxton of KPMG Channel Islands Limited as joint liquidators of the
Company (the "Joint Liquidators"), conditional upon the passing of
the 2017 Winding-up Resolution, together with an ordinary
resolution to approve the Joint Liquidators' remuneration.
Once the Joint Liquidators have been appointed, the powers of
the Directors will cease (unless otherwise sanctioned by an
ordinary resolution of the Shareholders or by the Liquidator) and
the Joint Liquidators will assume responsibility for the
liquidation of the Company, including the payment of fees, costs
and expenses, the discharge of the liabilities of the Company, and
the distribution of the remaining assets.
Delisting from the London Stock Exchange
A special resolution will also be proposed at the EGM,
conditional upon the passing of the 2017 Winding-up Resolution,
that the admission of the Company's Shares to the Official List of
the UK Listing Authority and to trading on the Main Market of the
London Stock Exchange be cancelled. Subject to the passing of the
Delisting Resolution, the Board intends to apply to both the
Financial Conduct Authority for the cancellation of the premium
listing of the Company on the Official List and to the London Stock
Exchange to cancel the admission to trading of its shares on the
Main Market, expected to take effect on completion of the
liquidation of the Company in 2018. Pending such formal
cancellation it is anticipated that the FCA will suspend the
Company's listing with effect from market opening at 7:30 a.m. on
29 December 2017; and the Shares will be disabled in CREST at the
start of business on 29 December 2017. Accordingly, in order to be
valid, any transfers of Shares through CREST must be lodged before
6.00 p.m. on 28 December 2017; and the last day for dealings in the
Shares on the London Stock Exchange on a normal rolling two
business day settlement basis will therefore be Friday 22 December
2017. After Friday 22 December 2017, dealings should be for cash
settlement only and will be registered in the normal way if the
transfer, accompanied by documents of title, is received by the
Company's registrars by close of business on 28 December 2017.
Shareholders should consult their own independent financial
advisers and/or broker should they wish to consider selling their
Shares in the market prior to suspension and/or cancellation
becoming effective.
Implications of the proposed winding-up of the Company
On the basis of the irrevocable undertakings received by the
Company, in excess of 25 per cent. of the entire issued share
capital of the Company will be voted in favour of the 2017
Winding-up Resolution, meaning the voluntary winding-up of the
Company will commence on 29 December 2017. Accordingly, the Board
will, on or before 30 September 2017, place redemption notices on
all of the Company's underlying investments in respect of which it
has not already done so. By this process the Board intends to
enable the Joint Liquidators to make a substantial distribution of
cash to Shareholders as soon as reasonably practicable in the
liquidation and anticipates that substantially all of the Company's
assets will be distributed to Shareholders during the first quarter
of 2018.
While there may be some amounts, for example residual illiquid
positions (if any) and audit hold back amounts, which will take
longer to return, the Board does not anticipate that these will be
material. The precise timing of any final cash distribution to
Shareholders is uncertain, but it is hoped that it would be before
the end of June 2018.
Pending the EGM the Company will continue to report its net
asset value per Share to Shareholders on a monthly basis.
Costs
It is currently anticipated that the costs incurred in relation
to the winding-up proposals, including professional advice and the
Joint Liquidators' fees, will amount to approximately GBP90,000.00.
For the avoidance of doubt, this figure excludes the fees and
expenses of service providers in the ordinary course of business up
to the date of the Joint Liquidators' appointment in accordance
with the terms of their engagement.
Extraordinary General Meeting
The EGM at which the winding-up proposals will be put to
Shareholders will take place at 10.00 a.m. on 29 December 2017 at
Sarnia House, Le Truchot, St. Peter Port, Guernsey GY1 1GR.
Expected timetable
27 December 2017 10 a.m. Latest time for receipt of Forms of Proxy
28 December 2017 6.00 Deadline for lodging any transfers of
p.m. Shares through CREST
29 December 2017 7:30 Suspension of listing on the Official
a.m. List and trading on the Main Market
29 December 2017 10 a.m. Extraordinary General Meeting and appointment
of Joint Liquidators
By 31 March 2018 Payment of initial cash distribution
Enquiries
Praxis Fund Services Limited
(Company Secretary) +44 1481 737600
Saltus Partners LLP
Jon Macintosh +44 20 7408 7765
Canaccord Genuity Limited
David Yovichic +44 20 7523 8361
Defined terms in this announcement shall have the same meaning
as is given to them in the circular to shareholders published by
the Company on 28 September 2017. See link to circular below.
http://www.rns-pdf.londonstockexchange.com/rns/1348S_-2017-9-28.pdf
This information is provided by RNS
The company news service from the London Stock Exchange
END
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September 28, 2017 09:27 ET (13:27 GMT)
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