TIDMELTZ
RNS Number : 2638E
Electra Private Equity Invest PLC
15 July 2016
14 July 2016
ELECTRA PRIVATE EQUITY INVESTMENTS PLC
(A wholly owned subsidiary of Electra Private Equity PLC)
RECOMMED MEMBERS' VOLUNTARY WINDING-UP
AND
PAYMENT OF FINAL CAPITAL ENTITLEMENT TO ZDP SHAREHOLDERS
Introduction
Electra Private Equity Investments PLC (the "Company"), a wholly
owned subsidiary of Electra Private Equity PLC, issued 43,000,000
ZDP Shares on 5 August 2009 and a further 4,295,000 ZDP Shares on 2
December 2009. In accordance with the Articles, the Company is
required to redeem all of the ZDP Shares at 155.41 pence per share
on 5 August 2016 and, if it is unable to do so, the Directors are
required to convene a general meeting of the Company to be held as
soon as reasonably practicable following 5 August 2016 at which a
resolution shall be proposed requiring the Company to be wound up
voluntarily.
Accordingly, the Directors intend to convene a general meeting
of the Company, to be held on Friday, 12 August 2016, at which a
special resolution will be proposed requiring the Company to be
wound up voluntarily pursuant to the relevant provisions of the
Insolvency Act 1986.
Electra Private Equity PLC, the Company's parent company and the
sole Ordinary Shareholder, has agreed to contribute to the Company
sufficient funds to enable the full Final Capital Entitlement (of
155.41 pence per ZDP Share) to be paid to relevant ZDP
Shareholders. Such contribution will be made by Electra Private
Equity PLC repaying the existing inter--company loan from the
Company and by Electra Private Equity PLC subscribing for new
Ordinary Shares.
Electra Private Equity PLC has confirmed that it will vote in
favour of the Winding--up Resolution at the General Meeting. ZDP
Shareholders will also be entitled to attend the General Meeting
and to vote on the Winding--up Resolution.
Winding--up of the Company and Appointment of Joint
Liquidators
The Directors are proposing that the Company be placed into
members' voluntary liquidation and that the Company's surplus
assets be distributed amongst the relevant Shareholders, including
by payment of the Final Capital Entitlement to ZDP
Shareholders.
Subject to Shareholders' approval, it is proposed that John
Milsom and Mark Orton, both of KPMG LLP, 15 Canada Square, London
E14 5GL, be appointed as joint liquidators of the Company. It is
intended that the winding--up of the Company will be a solvent
winding--up in which all creditors of the Company will be paid in
full. The appointment of the Joint Liquidators in relation to the
Company will become effective immediately upon the passing of the
Winding--up Resolution at the General Meeting. At this point, the
powers of the Directors will cease and the Joint Liquidators will
assume responsibility for the winding--up of the Company, including
the payment of the Final Capital Entitlement to ZDP
Shareholders.
Suspension and Cancellation of Listing and Trading of the ZDP
Shares
An application will be made to the UK Listing Authority to
suspend the listing of the ZDP Shares on the Official List and to
the London Stock Exchange to suspend trading of the ZDP Shares on
the London Stock Exchange's Main Market with effect from 7:30 am on
Friday, 12 August 2016. In addition, the Company will apply to the
UK Listing Authority to cancel the listing of the ZDP Shares on the
Official List and to the London Stock Exchange to cancel trading of
the ZDP Shares on the London Stock Exchange's Main Market with
effect from 8.00 am on Friday, 19 August 2016, conditional only on
the passing of the Winding--up Resolution at the General
Meeting.
Settlement of Final Capital Entitlement
The record date for a ZDP Shareholder to be entitled to the
Final Capital Entitlement is 6.00 pm on Thursday, 11 August 2016.
Therefore, the last day for dealings in the ZDP Shares for normal
settlement (to enable settlement prior to the record date) will be
Tuesday, 9 August 2016.
In respect of ZDP Shareholders who hold their ZDP Shares in
uncertificated form, it is expected that an amount equal to the
Final Capital Entitlement payable in relation to the ZDP Shares
held by that ZDP Shareholder will be paid through CREST on Monday,
15 August 2016 by the creation of a payment obligation in favour of
the ZDP Shareholder's payment bank in accordance with the CREST
payment arrangements. In respect of all other ZDP Shareholders, it
is expected that a cheque drawn on a branch of a UK clearing bank
for an amount equal to the Final Capital Entitlement payable in
relation to the ZDP Shares held by that ZDP Shareholder will be
sent by first class mail, by not later than Friday, 19 August 2016,
to the last postal address for that shareholder recorded in the
Company's register of members.
After payment of the Final Capital Entitlement, any existing
credit of ZDP Shares in any stock account in CREST will be
redundant and any existing certificates in respect of ZDP Shares
will cease to be of value.
Expected Timetable
2016
Latest time and date for receipt 10.00 am on Wednesday,
of Forms of Proxy and for 10 August
appointments of proxies utilising
the CREST electronic proxy
appointment service for the
General Meeting
Record date for the Final 6.00 pm on Thursday,
Capital Entitlement 11 August
Suspension of admission of 7.30 am on Friday, 12
the ZDP Shares to the Official August
List and trading of the ZDP
Shares on the London Stock
Exchange's Main Market and
closure of register of ZDP
Shareholders
General Meeting 10.00 am on Friday,
12 August
In respect of ZDP Shares held Monday, 15 August
in uncertificated form, relevant
CREST accounts credited with
the Final Capital Entitlement(1)
In respect of ZDP Shares held by Friday, 19 August
in certificated form, cheques
in respect of the Final Capital
Entitlement despatched to
ZDP Shareholders entitled
thereto(1)
Cancellation of the admission 8.00 am on Friday, 19
of the ZDP Shares to the Official August
List and trading of the ZDP
Shares on the London Stock
Exchange's Main Market(1)
Notes:
(1)Conditional on the Winding-up Resolution to be proposed at
the General Meeting being passed.
Circular to Shareholders
The Company will shortly post a circular to Shareholders setting
out full details of the Proposals and convening the General Meeting
at which the requisite shareholder approvals will be sought. A copy
of the circular will be submitted to the National Storage Mechanism
when it is posted and will be available for inspection at
www.morningstar.co.uk/uk/nsm. Copies of the circular will also be
available for viewing at http://www.electraequity.com/eltz and for
collection from the Company's registered office at Paternoster
House, 65 St Paul's Churchyard, London EC4M 8AB.
Enquiries
On behalf of Electra Private Equity Investments PLC
Brunswick Group LLP 020 7404 5959
Gill Ackers/Kim Fletcher Electra@brunswickgroup.com
Frostrow Capital LLP
Eleanor Cranmer 020 3008 4613
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires
Articles the articles of association of the Company
Board the board of Directors, including any duly constituted
committee thereof
Company Electra Private Equity Investments PLC
Directors the directors of the Company, being Roger Perkin
and Ian Brindle
FCA Financial Conduct Authority
Final Capital 155.41 pence per ZDP Share
Entitlement
Form of Proxy the form of proxy issued by the Company for use
in connection with the General Meeting
General Meeting the general meeting of the Company convened for
Friday, 12 August 2016 at 10.00a.m., or any adjournment
of that meeting
Joint Liquidators John Milsom and Mark Orton, both of KPMG LLP,
15 Canada Square, London E14 5GL
London Stock Exchange London Stock Exchange plc
London Stock Exchange's the London Stock Exchange's market for listed
Main Market or securities
Main Market
Official List the list maintained by the FCA pursuant to Part
VI of the Financial Services and Markets Act
2000
Ordinary Shareholders holders of Ordinary Shares
Ordinary Shares ordinary shares of 100p each in the capital of
the Company
Proposals the proposals for the recommended members' voluntary
winding--up of the Company and payment of the
Final Capital Entitlement to ZDP Shareholders,
details of which are set out in this announcement
Shareholders holders of Shares
Shares Ordinary Shares and/or ZDP Shares (as the context
may require)
Winding--up Resolution the resolution to place the Company into members'
voluntary liquidation and appoint the Joint Liquidators
to be proposed at the General Meeting
ZDP Shareholders holders of ZDP Shares
ZDP Shares zero dividend preference shares of 0.01p each
in the capital of the Company
STRDZLFFQDFEBBE
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July 15, 2016 02:00 ET (06:00 GMT)
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