TIDMAURR
RNS Number : 4413O
Aurora Russia Limited
08 February 2016
8 February 2016
Aurora Russia Limited (the "Company")
Extraordinary General Meeting and Voluntary Liquidation
The Company announced on 22 December 2015 that it had entered
into sale arrangements relating to its one residual investment, a
minority interest in OJSC Unistream Commercial Bank ("Unistream").
In that same announcement the Board advised that they intended as
soon as reasonably practicable following completion of the sale of
Unistream to convene an extraordinary general meeting (the "EGM")
to consider proposals to include, inter alia, measures to
facilitate the distribution to Shareholders of substantially all of
the Company's net realised cash, in a cost effective, tax efficient
and timely manner. The Company then announced on 29 December 2015
that the proceeds of USD 4.975 million had been received and that
completion of the sale of Unistream had occurred. The Board now
intends to effect the distribution of cash by procuring that the
Company's shareholders vote the Company into a members' voluntary
liquidation (the "Liquidation").
The Company therefore announces that the Board has today
convened an EGM of shareholders to consider proposals for an ex
gratia payment to the Company's chairman, to cancel its admission
to trading on AIM, to vote the Company into members' voluntary
liquidation and thereafter to return available cash to
shareholders.
A circular convening the EGM, containing full details of the
proposals and setting out the timetable for the return of capital
has today been published, such EGM to be held on 9 March 2016 to
consider such proposals.
The text of the Expected Timetable and Chairman's letter
extracted from the circular and containing a recommendation from
the Board that shareholders vote in favour of the proposals is set
out below.
Expected Timetable:
Latest time and date for 11:00 a.m. on 7(th)
receipt of Proxy Appointments March 2016
for the Extraordinary General
Meeting
Closing of the Company's 6:00 p.m. on 8(th)
register and Record Date March 2016
for participation in liquidation
distributions
Suspension of the listing 7:30 a.m. on 9(th)
of the Shares March 2016
Extraordinary General Meeting 11:00 a.m. on 9(th)
and, if approved, the appointment March 2016
of the Liquidator
Announcement of the result 9(th) March 2016
of the Extraordinary General
Meeting
Interim liquidation distribution On or around 16(th)
March 2016
Cancellation of the listing 7:00 a.m. on 17(th)
of the Shares March 2016
All references to time in this document are to the time in
London.
Dear Shareholder,
1. Introduction
The Company has today announced proposals for an additional ex
gratia payment to the Chairman, followed by its voluntary
winding-up in accordance with the Companies Law and the
cancellation of admission of its Ordinary Shares to trading on AIM
(the "Proposals"). I am writing to provide you with details of
these Proposals, which are subject to Shareholders' approval, and
to explain why your Board is recommending that you vote in favour
of the resolutions to be proposed at an extraordinary general
meeting of the Company to be held at 11:00 a.m. on 9(th) March 2016
(the "Extraordinary General Meeting"). Notice of the Extraordinary
General Meeting is set out at the end of this Circular.
2. Background to the Proposals
The Company's articles of incorporation required the Directors
to propose a resolution at the Company's last annual general
meeting on 23(rd) December 2015 that the Company continue its
investment activities (the "Continuation Resolution"). The Board
was at the time of publication of the notice of that annual general
meeting in November 2015 negotiating the disposal of the Company's
one residual investment, a minority interest in OJSC Unistream
Bank, and recommended that Shareholders vote in favour of the
Continuation Resolution to give further time to complete the
disposal. The resolution was duly passed by Shareholders.
The Company announced on 22(nd) December 2015 that it had
entered into sale arrangements relating to Unistream and,
notwithstanding the passing of the Continuation Resolution, the
Board intended as soon as reasonably practicable to convene an
extraordinary general meeting to consider proposals to include,
inter alia, measures to facilitate the distribution to Shareholders
of substantially all of the Company's net realised cash in a cost
effective, tax efficient and timely manner.
Your Board has therefore now completed its previously announced
disposal programme and under the AIM Rules the Company is now
classed as an investing company. The Board has considered a number
of proposals to continue the Company's existence by way of a
reverse transaction and has canvassed the opinions of its major
Shareholders, but has concluded that it would be in the best
interests of Shareholders as a whole to wind up the Company and
return its net available cash to Shareholders as soon as
practicable.
Following the sale of the Company's final investment and the
return of invested cash to shareholders, all Directors and the
investment advisor will be paid incentive fees calculated in
accordance with the methodology announced on 31 March 2015 and
explained to Shareholders in the Company's subsequent annual and
interim reports and accounts. The Directors will be paid in
aggregate circa. GBP75,000 and Mr Henderson-Stewart will be paid
approximately GBP5,000. The Board has also resolved to recommend a
further ex gratia payment of GBP15,000 to the Chairman, which will
be subject to Shareholders' approval in general meeting and further
details of which are given in section 3 below.
Accordingly the purpose of this Circular is to provide you with
details of the Proposals and to seek your approval of them.
The Commission has been notified of the Proposals in accordance
with Part 5 of the Rules.
In the event that the voluntary liquidation of the Company is
not approved, the AIM Rules for Companies (May 2014) will apply and
accordingly if the Company does not make an acquisition or
acquisitions which constitute a reverse takeover under Rule 14, or
otherwise fails to implement its investing policy to the
satisfaction of AIM, within twelve months of 29 December 2015, the
trading in the Shares will be suspended.
3. Liquidity Profile
As at the close of business on 4 February 2016 the Company's
unaudited estimated Net Asset Value was GBP4,648,139.06 which is
the equivalent of 12.25p per Share. The unaudited estimated NAV is
entirely comprised of cash and cash equivalents.
The Board has further estimated that the terminal NAV of the
Company, after deduction of the Joint Liquidators' estimated fees,
which have been estimated at GBP8,500, including GBP500 of
disbursements, a Retention of GBP50,000, any expenses properly
incurred by the Joint Liquidators in connection with the
liquidation and provision for all of the Company's other
liabilities will be GBP4,502,834.40, equivalent to 11.87p per
Share. This sum will be available for distribution to Shareholders
in accordance with the principles stated at section 5 below. To the
extent that your Board has over-provided for the Company's
liabilities, or any part of the Retention is otherwise unutilised,
the Company's remaining assets will also be distributed to
Shareholders in accordance with those principles.
On the recommendation of the Company's Remuneration Committee,
from whose recent meeting the Chairman absented himself due to his
conflict of interest, the Board has also resolved to propose to
Shareholders that the Chairman should be granted an additional ex
gratia payment of GBP15,000, in recognition of the significant
additional work performed by him over the past financial year, as
well as his contributions to and tenacity in the successfully
negotiated sale of Unistream at a far higher price than had
originally been offered to the Company, all in very difficult
market conditions. Without this commitment, it is doubtful whether
the value achieved on the sale would have been obtained. This
payment is subject to the approval of Shareholders at the EGM and
those Directors who hold Shares in the Company intend to vote in
favour of the proposed resolution. All Directors have agreed to
waive their entitlement to three months' notice of the termination
of their appointments. The financial information included above has
been prepared on the basis that the additional ex gratia payment is
approved by the requisite majority of Shareholders.
4. Cancellation OF ADMISSION OF THE ORIDNARY SHARES TO TRADING ON AIM
If the Shareholders vote to approve the liquidation of the
Company, it would not be possible for the Company's Ordinary Shares
to continue to be admitted to trading on AIM. Accordingly,
Shareholders are being asked to approve the Delisting by a majority
of not less than 75% of the votes cast at the Extraordinary General
Meeting, as required by the AIM Rules.
5. The Winding-up and distributions to shareholders
If the proposed Special Resolution is approved by Shareholders,
the Joint Liquidators will be appointed. The Joint Liquidators will
wind up the Company by way of a voluntary solvent liquidation in
accordance with the Companies Law.
February 08, 2016 13:19 ET (18:19 GMT)
Whether or not you intend to be present at the Extraordinary
General Meeting, you should ensure that your Proxy Appointment (and
any relevant supporting documentation) is completed in accordance
with the instructions printed thereon and returned to the Company's
Registrar, addressed to Capita Asset Services, PXS 1, 34 Beckenham
Road, Beckenham BR3 4ZF as soon as possible, but in any event not
later than 11:00 a.m. on 7(th) March 2016.
10. Recommendation
Your Board considers that the Proposals and the Resolutions are
in the best interests of Shareholders as a whole. Accordingly, your
Board unanimously recommends Shareholders to vote in favour of the
Resolutions at the Extraordinary General Meeting, as they intend to
do in respect of their beneficial holdings of Shares, amounting to
6,076,323 Shares in aggregate, held as follows:
Gilbert Chalk - 16,855 Shares;
Peregrine Moncreiffe - 381,583 Shares; and
Timothy Slesinger - 4,824,244 Shares.
Neither Mr Bridel nor Mr Trott holds any Shares in the
Company.
Yours faithfully
Gilbert Chalk
Chairman
A copy of the circular will be available to view shortly on the
Company's website in accordance with AIM Rule 26:
www.aurorarussia.com
Enquiries:
Aurora Russia Limited
Gilbert Chalk
+44 (0)7768 527 973
Numis Securities Limited
+44 (0)20 7260 1000
Nominated Adviser: Hugh Jonathan
Corporate Broking: Nathan Brown
This information is provided by RNS
The company news service from the London Stock Exchange
END
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