Eurovestech PLC Disposal, proposed cancellation and Return of Cash
August 17 2012 - 2:00AM
UK Regulatory
TIDMEVT
This announcement should not be transmitted, distributed or released in or onto
any jurisdiction in which such an act would constitute a violation of the
relevant laws of such jurisdiction.
17 August 2012
Eurovestech plc
("Eurovestech" or the "Company")
Disposal of Knowledge Support Systems Limited, proposed cancellation of
admission of the Ordinary Shares to trading on AIM and Return of Cash to
Shareholders of 1.32 pence per Ordinary Share
Introduction
The Company announces that it has sold a 40 per cent. interest in its
wholly-owned portfolio company, Knowledge Support Systems Limited ("KSS Fuels")
to Invesco Asset Management Limited ("Invesco") for a cash consideration of
approximately GBP7.2 million.
KSS Fuels, the provider of price optimisation solutions for the retail and
petroleum fuel industries, was acquired by the Company in June 2003 for a total
consideration of GBP1 million. At that time, KSS Fuels was loss making with
revenues of around GBP1 million per annum and an annual cost base of
approximately GBP7 million. KSS Fuels's strategy was refined, operations were
quickly restructured into two divisions, KSS Fuels and KSS Retail, and
operating expenses were significantly reduced. In September 2007, the retail
division was demerged and subsequently sold on 31 December 2009. This disposal
left KSS Fuels to pursue its independent strategy that was more highly tailored
to the needs of its market sector, customers and potential channel partners.
In the financial results of the Company for the year ended 30 June 2011, as
announced on 27 September 2011, KSS Fuels reported revenues for the year of GBP
7.7 million and as at that date had a carrying value in Eurovestech's balance
sheet of GBP9.5 million. In addition, in the Company's half yearly report for the
six months ended 31 December 2011, the carrying value of KSS Fuels had
increased by 37 per cent. to GBP13 million and its revenues for the six month
period were $11.3 million (GBP7.1 million).
Due to the fact that Invesco holds 30.97 per cent of the issued share capital
of Eurovestech, and is therefore a substantial shareholder, the sale of the 40
per cent. interest in KSS Fuels constitutes a related party transaction as
defined by the AIM Rules. The Directors, having consulted with Merchant
Securities Limited, the Company's nominated adviser, consider that the terms of
the disposal are fair and reasonable insofar as Shareholders are concerned.
Following the completion of the sale of a 40 per cent. interest in KSS Fuels,
the Company will hold cash and liquid assets of approximately GBP9.0 million.
Accordingly, the Company is now proposing to return approximately GBP4.4 million
of cash to Shareholders by way of the Return of Cash.
Shareholder approval is required for the Return of Cash and, accordingly, a
General Meeting will be convened at the offices of Eurovestech, 29 Curzon
Street, London W1J 7TL at 10.00 a.m. on 6 September 2012. A circular setting
out details of the disposal and the Return of Cash and incorporating a notice
convening the General Meeting (the "Circular") is expected to be posted to
Shareholders later today. In addition, the Company also announces that it
intends to ask Shareholders to approve the cancellation of admission of its
Ordinary Shares to trading on AIM.
The Return of Cash represents 1.32p per share. Following the return of cash of
2.18p per share in April 2010 and the return of cash of 4p per share in October
2011, the proposed Return of Cash of 1.32p per share means that the total
returns of capital to Shareholders amounts to 7.5p per share. In addition, the
Company completed an on-market share buy-back programme amounting to GBP2.5
million in the period from March to June 2010. The Directors have estimated
that the unaudited net assets per share at 30 June 2012 was 17.1p. Accordingly,
if the amount previously returned to Shareholders of 6.18p per share had not
been returned to Shareholders and had been retained as cash, the unaudited net
asset value per share at 30 June 2012 would have been 23.3p per share. This
compares to a net asset value of 5p per share when the Company was listed on
the AIM market in March 2000.
The structure that has been chosen for the Return of Cash allows the Company to
effect it while at the same time providing Shareholders with some flexibility
as to how they wish to receive the proceeds. The Return of Cash will not affect
the number of Ordinary Shares held by Shareholders or the rights (including
voting rights) attaching to such Ordinary Shares. The Return of Cash is
conditional upon the approval by Shareholders of the Return of Cash Resolution
at the General Meeting.
The Return of Cash is not conditional upon the approval of the Delisting and
vice versa.
The Delisting
Background to the Delisting
The Company floated on AIM in March 2000. In the early years the Company made a
number of investments in growing technology companies. Thereafter, the Company
concentrated on utilising its remaining funds, augmented by placings in October
2003, September 2004 and March 2008, to further invest in funding rounds in
certain of the Company's investee companies and occasionally in selected
investment opportunities. In March 2010, the Company completed the sale of its
investment in KSS Retail Limited for GBP11 million and returned 2.18p per share
to shareholders by way of a return of cash and conducted on-market share
buybacks to return a further GBP2.5 million to Shareholders. In June 2011, in
conjunction with the sale of ToLuna plc, the Company received GBP25 million in
cash and subsequently returned a further 4p per share by way of a return of
cash to Shareholders.
As set out above, the Company has now sold a 40 per cent. interest in KSS Fuels
to Invesco for approximately GBP7.2 million in cash. A significant proportion of
the proceeds of this disposal (GBP4.4 million) is being used to enable the Return
of Cash, equating to 1.32p per share.
Reasons for the Delisting
In recent months a number of the Company's major shareholders have questioned
the merits of maintaining its listing on AIM given the stage of life that the
Company is now at and the costs of maintaining the listing. Following this, the
Board has undertaken a review of the advantages and disadvantages of
maintaining the listing and has concluded that the cost and regulatory
requirements associated with maintaining the admission of the Ordinary Shares
to trading on AIM are a burden on the Company's financial resources and are
disproportionate to the benefit gained from admission to trading on AIM.
Notwithstanding the Company's track record over the last five years of
disposing of investee companies at a significant multiple to the amount of the
original investment and at a value in excess of their book value, the Company's
shares trade at a significant discount to net asset value, which on 16 August
2012, the latest practical date prior to the posting of the Circular, based on
a mid-market share price of 8.25p represented a discount of 50.3 per cent. to
the unaudited net asset value at 31 December 2011 of 16.6p per share. As at 30
June 2012, the unaudited net asset value is estimated by the Directors to be
approximately 17.1p per share. The Board believes that this discount is, in
part, a consequence of limited liquidity in the Company's Ordinary Shares. For
example, in the six months ended 31 July 2012 the Company's Ordinary Shares
only traded 335 times, amounting to an aggregate traded value of approximately
GBP1.18 million, and the average trading volume is 126,339 Ordinary Shares per
day, equivalent to 0.04 per cent. of the Company's issued share capital.
The Board has calculated the direct and indirect costs of staying on AIM to be
in excess of GBP125,000 per annum, which equates to approximately 12.5 per cent.
of the Company's current annualised costs. This estimate takes no account of
the considerable senior executive time which is spent dealing with issues
related to the listing on AIM.
One of the main reasons for having a public listing is to provide the Company
with access to capital. However, the Company does not currently intend to raise
any further funds through the public markets and has adopted a policy on
investee company realisations to only retain sufficient cash to cover its
ongoing costs; expected future funding rounds of investee companies; and to
enable participation in new investment opportunities when deemed appropriate
and to return any surplus cash to Shareholders. The Directors expect that more
realisations will occur in the near to mid-term.
After careful consideration, the Board has concluded that it is in the best
interests of the Company and its Shareholders if the admission of its Ordinary
Shares to trading on AIM is cancelled.
Transactions in Ordinary Shares following the Delisting
Shareholders should note that, if approved, the Delisting will significantly
reduce the liquidity and marketability of the Ordinary Shares. The Directors
are aware that Shareholders may still wish to acquire or dispose of Ordinary
Shares following the Delisting and, accordingly, have made arrangements to
provide a matched bargain facility through London Matched Markets Limited
following the Delisting becoming effective.
Under this facility Shareholders or persons wishing to acquire or dispose of
Ordinary Shares will be able to leave, through their broker, an indication with
London Matched Markets that they are prepared to sell or buy at a specified
price. In the event that London Matched Markets is able to match that order
with an opposite sell or buy instruction, London Matched Markets will contact
both parties and then effect the order. Shareholders who do not have their own
broker will need to register with a broker as a new client as London Matched
Markets will not be able to deal with Shareholders direct.
The Ordinary Shares will continue to be eligible for settlement in CREST.
Further details of the matched bargain facility will be included on the
Company's website in the event that the Delisting is completed.
Post Delisting
Following the proposed Delisting, the Company will not be subject to the AIM
Rules but will continue to hold Annual General Meetings, to supply Shareholders
with copies of the Annual Report and Accounts, to maintain good standards of
corporate governance and will post significant business announcements on its
web site (www.eurovestech.co.uk). The Company will remain subject to the City
Code on Takeovers and Mergers following the Delisting.
Delisting Resolution
Under the AIM Rules, it is a requirement that the Delisting must be approved by
not less than 75 per cent. of votes cast at the General Meeting. Accordingly,
the notice of General Meeting set out at the end of the Circular contains a
special resolution to approve the cancellation of admission of the Ordinary
Shares to trading on AIM. If the Delisting Resolution is approved, it is
expected that the Delisting will take effect from 8.00 a.m. on 24 September
2012.
Principal features of the Return of Cash
The Return of Cash consists of the E Share Issue, the E Share Dividend and the
proposed E Share Tender Offer to be made by Cenkos.
Shareholders will receive one E Share for each Ordinary Share held on the
Record Date for the E Share Issue.
Each E Share will carry the right to receive the E Share Dividend of 1.32 pence
per E Share.
Following the Record Date for the E Share Issue, but before the E Share
Dividend is declared, Cenkos will offer to acquire E Shares for 1.32 pence per
E Share pursuant to the E Share Tender Offer. Shareholders (other than
Shareholders resident in any of the Prohibited Territories) can choose to
accept the E Share Tender Offer in respect of some or all of the E Shares they
receive.
E Share Dividend
The E Share Dividend of 1.32 pence per E Share is expected to be declared on or
about 14 September 2012 and it is expected that Shareholders receiving the E
Share Dividend will be sent cheques or their CREST accounts will be credited in
respect of such E Share Dividend on 21 September 2012 (or such later date as
the Directors may determine). Following payment of the E Share Dividend, the E
Shares will convert to Deferred Shares having very limited rights.
The E Share Dividend of 1.32 pence per E Share will be treated as income for UK
tax purposes.
Shareholders will receive the E Share Dividend in respect of all of their E
Shares unless they accept the E Share Tender Offer in respect of some or all of
their E Shares. Shareholders will not need to take any further action, return a
Form of Acceptance or submit a TTE Instruction to receive the E Share Dividend
in respect of all of their E Shares.
E Share Tender Offer
Subject to the Return of Cash Resolution being passed at the General Meeting,
Cenkos has agreed to offer to acquire E Shares for 1.32 pence per E Share on or
about 11 September 2012, free of all dealing expenses and commissions pursuant
to the E Share Tender Offer. Shareholders who accept the E Share Tender Offer
will receive payment for such E Shares on or about 21 September 2012.
Shareholders who sell E Shares to Cenkos pursuant to the E Share Tender Offer
will not be entitled to receive the E Share Dividend in respect of such E
Shares.
The payment by Cenkos of 1.32 pence for each E Share pursuant to the E Share
Tender Offer should generally be treated as capital for UK tax purposes.
If Shareholders wish to accept the E Share Tender Offer in respect of some or
all of their holding of E Shares and hold Ordinary Shares in certificated form,
must complete and return a Form of Acceptance to Capita Registrars, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as
possible but, in any event so as to arrive no later than 1.00 p.m. on 7
September 2012. Details of how to complete and return a Form of Acceptance are
set out in the Circular. Shareholders that hold Ordinary Shares in CREST and
wish to accept the E Share Tender Offer in respect of some or all of their
holding of E Shares, must send a valid TTE instruction which must settle by
1.00 p.m. on 7 September 2012 as described in the Circular.
Shareholders who do not properly complete and return a Form of Acceptance or,
if they hold their Ordinary Shares in CREST, do not send a valid TTE
instruction, will receive the E Share Dividend in respect of all their E
Shares. Shareholders will not need to take any further action or return a Form
of Acceptance to receive the E Share Dividend in respect of all of their E
Shares.
Further information on each of the E Share Dividend and the E Share Tender
Offer is set out in the Circular. Further information on the rights and
restrictions attaching to the E Shares and the Deferred Shares is set out in
the Circular.
For regulatory reasons, Shareholders resident in any of the Prohibited
Territories are not entitled to accept the E Share Tender Offer and any
purported acceptance of the E Share Tender Offer will be void and such
Shareholder will instead receive the E Share Dividend.
Based on the closing middle market price of 8.25 pence per Ordinary Share on 16
August 2012 (the latest practicable date prior to the posting of the Circular),
the proposed E Share Dividend represents approximately 16.09 per cent. of
Eurovestech's market capitalisation at that date.
Shareholders should read the relevant tax information which will be included in
the Circular since the E Share Dividend and the E Share Tender Offer will have
different UK tax consequences. Shareholders who are in any doubt as to their
tax position or who are subject to tax in a jurisdiction other than the United
Kingdom should consult an appropriate professional adviser.
None of the E Shares to be issued in connection with the Return of Cash, nor
the Deferred Shares arising on the conversion of the E Shares following payment
of the E Share Dividend, will be admitted to trading on AIM or any other
securities exchange.
Eurovestech Share Schemes
Participants in the Eurovestech Share Schemes are not eligible to participate
in the Return of Cash in respect of any unexercised options that they hold.
Following the Return of Cash, and in accordance with the rules of each scheme,
an adjustment may be required to be made to the exercise price and/or the
number of Ordinary Shares over which participants in the Eurovestech Share
Schemes hold unexercised options. This is to ensure that the participants'
entitlements remain comparable before and after the Return of Cash. The
remuneration committee of the Board must confirm that any proposed adjustment
is, in their opinion, fair and reasonable. To the extent that an adjustment is
made, participants in the Eurovestech Share Schemes holding unexercised options
will be notified at the appropriate time.
The proposed Delisting will not affect the status of the options granted under
the Eurovestech Share Schemes which can be exercised in accordance with their
terms following the proposed Delisting.
Circular
The Circular is expected to be dispatched to Shareholders later today and will
be available on the Company's website at www.eurovestech.com.
Neither the content of the Company's website nor the content of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement nor, unless previously
published by means of a recognised information service, should any such content
be relied upon in reaching a decision as to whether or not to acquire, continue
to hold, or dispose of securities in the Company.
Further information:
Eurovestech plc
Richard Bernstein Tel: 020 7478 9070
Chief Executive www.eurovestech.com
Merchant Securities Limited (NOMAD)
David Worlidge/Simon Clements Tel: 020 7628 2200
Cenkos Securities plc (Broker)
Camilla Hume/Adrian Hargrave Tel. 020 7397 8900
APPENDIX I
EXPECTED TIMETABLE OF EVENTS
2012
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 4 September
for the General Meeting
General Meeting 10.00 a.m. on 6 September
Latest time for receipt of Forms of Acceptance and 1.00 p.m. on 7 September
TTE Instructions from CREST holders in relation to
the E Share Tender Offer
Record Date for the E Share Issue and E Shares 5.00 p.m. on 7 September
issued
Cenkos makes the E Share Tender Offer to purchase 7.00 a.m. on 11 September
E Shares by means of an announcement on the
Regulatory News Service of the London Stock
Exchange and E Shares purchased pursuant to the E
Share Tender Offer
E Share Dividend declared and E Shares convert 7.00 a.m. on 14 September
into Deferred Shares
CREST accounts credited or despatch of cheques in as soon as practicable after
respect of the E Share Dividend and/or the E Share 8.00 a.m. on 21 September
Tender Offer
Last day of dealing of Ordinary Shares on AIM 21 September
Cancellation of admission of the Ordinary Shares 8.00 a.m. on 24 September
to trading on AIM
Notes:
1. References to time in the Circular are to London time.
2. If any of the above times or dates should change, the revised times and/or
dates will be notified to Shareholders by an announcement on the Regulatory
News Service of the London Stock Exchange.
3. All events relating to the Return of Cash in the above timetable following
the General Meeting are conditional upon approval by Shareholders of the Return
of Cash Resolution to be proposed at the General Meeting.
4. All events in relation to the Delisting in the above timetable following the
General Meeting are conditional upon approval by Shareholders of the Delisting
Resolution to be proposed at the General Meeting.
APPENDIX II
DEFINITIONS
In this announcement the following definitions apply unless the context
requires otherwise:
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the rules for companies applying for admission to
and whose securities are traded on AIM and
published by the London Stock Exchange as amended
from time to time
"Board" or "Directors" the board of directors of Eurovestech
"Capita Registrars" a trading name of Capita Registrars Limited, the
Company's registrar and receiving agent
"Cenkos" Cenkos Securities plc, broker to Eurovestech
"Company" or "Eurovestech" Eurovestech plc, registered in England and Wales
with company number 3913197
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations 2001) in
respect of which Euroclear is the Operator (as
defined in such regulations)
"Deferred Shares" the unlisted deferred shares, the rights and
restrictions of which are set out in the Circular
"Delisting" the proposed cancellation of the admission of the
Ordinary Shares to trading on AIM
"Delisting Resolution" the special resolution to be proposed at the
General Meeting to implement the Delisting
"E Share Dividend" the dividend of 1.32 pence per E Share
"E Share Issue" the reorganisation of the Company's share capital
comprising the issuance of the E Shares
"E Shares" non-voting shares of 0.001 pence each in the
capital of the Company
"E Share Tender Offer" subject to the Return of Cash Resolution being
passed, the tender offer to be made by Cenkos,
acting as principal, to purchase E Shares on 11
September 2012
"Euroclear" Euroclear UK & Ireland Limited, the operator of
CREST
"Eurovestech Share Schemes" the Eurovestech Approved Executive Share Option
Scheme and the Eurovestech Unapproved Executive
Share Option Scheme, each adopted by the Board on
20 July 2001
"Form of Acceptance" a form enclosed with the Circular by which a
Shareholder holding Ordinary Shares in
certificated form (other than a Shareholder in a
Prohibited Territory) may accept the E Share
Tender Offer
"Form of Proxy" the form of proxy enclosed with the Circular, for
use by Shareholders in connection with the
General Meeting
"General Meeting" the General Meeting of the Company to be held at
10.00 a.m. on 6 September 2012
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" issued ordinary shares of one penny each in the
capital of Eurovestech
"Prohibited Territories" any territory outside of the EEA
"Record Date for the E Share 5.00 p.m. on 7 September 2012 (or such other time
Issue" or date as the Directors may determine)
"Return of Cash" the transaction comprising the E Share Issue, the
E Share Dividend and the E Share Tender Offer
"Return of Cash Resolution" the special resolution to be proposed at the
General Meeting to implement the Return of Cash
"Shareholders" holders of Ordinary Shares and/or E Shares, as
the context may require
"TFE Instruction" transfer from escrow instruction (as defined in
the CREST manual published by Euroclear)
"TTE Instruction" transfer to escrow instruction (as defined in the
CREST manual published by Euroclear)
END
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