TIDMIMAC
RNS Number : 3926S
Ingenious Media Active Capital Ltd
23 September 2014
For immediate release
23 September 2014
INGENIOUS MEDIA ACTIVE CAPITAL LIMITED
PROPOSED VOLUNTARY LIQUIDATION OF THE COMPANY AND
CANCELLATION OF ADMISSION OF ITS ORDINARY SHARES TO TRADING ON
AIM
NOTICE OF ANNUAL GENERAL MEETING
Ingenious Media Active Capital Limited ("IMAC" or "the Company")
today announces proposals for 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").
Full details of the Proposals are set out in the circular being
posted to shareholders today (the "Circular"), which are subject to
Shareholder approval, together with an explanation of why the Board
of IMAC is recommending that shareholders vote in favour of the
resolution, which will be proposed as a special resolution (the
"Winding Up Resolution"), at the annual general meeting of the
Company to be held at 9.00 am on 22 October 2014 (the "Annual
General Meeting" or "AGM") at Old Bank Chambers, La Grande Rue, St
Martin's, Guernsey, GY4 6RT. In order to be passed, the Winding Up
Resolution requires the approval of not less than 75 per cent. of
the total voting rights of the Shareholders who, being entitled to
do so, vote on the Winding Up Resolution and will be taken on a
poll.
The notice convening the Annual General Meeting ("Notice") is
included in the Circular. The Notice also includes the additional
procedural resolutions which would ordinarily be proposed at the
AGM (the "AGM Resolutions"). A quorum of two shareholders present
in person or by proxy being entitled to vote is required for the
AGM to be convened pursuant to the Articles of the Company. In the
event that the Winding Up Resolution is approved, the AGM will
adjourn indefinitely and the AGM Resolutions will not be put to the
meeting.
The Circular contains the unanimous recommendation from the
Directors that shareholders vote in favour of the Winding Up
Resolution. The Board believes that approval of the Winding Up
Resolution at the Annual General Meeting is in the best interests
of the Company and the Shareholders as a whole and unanimously
recommends that Shareholders vote in favour of the Winding Up
Resolution at the Annual General Meeting as the Directors intend to
in respect of the 42,182,395 IMAC Shares held by them, which
represents approximately 29.46 per cent. of the issued and
outstanding IMAC Shares as at the date of this announcement.
The anticipated dates and sequence of events relating to the
implementation of the Proposals are set out below:
Publication of the Circular including 23 September 2014
the Notice of AGM
Last time and date for receipt of Forms by 9.00 am 20 October
of Proxy 2014
Closing of the Company's register and 5.30 pm 21 October 2014
Record Date for participation in the liquidation
distributions
Suspension of the Ordinary Shares from 7.30 am 22 October 2014
trading on AIM
Annual General Meeting 9.00 am 22 October 2014
If approved at the Annual General Meeting:
Appointment of the Joint Liquidators 22 October 2014
Cancellation of the Ordinary Shares from 7.00 am 23 October 2014
trading on AIM
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(All references to time are to BST)
The Company also confirms that the Annual Report and Accounts
for the year ended 31 March 2014 has been sent to Shareholders
today.
Enquiries:
IMAC
Patrick McKenna/Duncan Reid 020 7319 4000
Beaumont Cornish Limited
(Nominated Adviser and Broker)
Michael Cornish 020 7628 3396
Powerscourt Group
Carmen Murray 020 7324 0496
Copies of this announcement, the Circular and the 2014 Annual
Report and Accounts are available from the Company's website,
www.imaclimited.com
Set out below is the full text of the letter from the Chairman
of the Company extracted without material amendment or adjustment
from the Circular.
"PROPOSED VOLUNTARY LIQUIDATION OF THE COMPANY AND CANCELLATION
OF ADMISSION OF ITS ORDINARY SHARES TO TRADING ON AIM
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The Company today announced proposals for 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 the Proposals, which
are subject to Shareholder approval and to explain why your Board
is recommending that you vote in favour of the resolution, which
will be proposed as a special resolution (the "Winding Up
Resolution"), at the annual general meeting of the Company to be
held at 9.00 am on 22 October 2014 (the "Annual General Meeting" or
"AGM") at Old Bank Chambers, La Grande Rue, St Martin's, Guernsey,
GY4 6RT. In order to be passed, the Winding Up Resolution requires
the approval of not less than 75 per cent. of the total voting
rights of the Shareholders who, being entitled to do so, vote on
the Winding Up Resolution and will be taken on a poll.
You will find set out at the end of the document a notice
convening the Annual General Meeting ("Notice"). The Notice also
includes the additional procedural resolutions which would
ordinarily be proposed at the AGM (the "AGM Resolutions"). A quorum
of two shareholders present in person or by proxy being entitled to
vote is required for the AGM to be convened pursuant to the
Articles of the Company. In the event that the Winding Up
Resolution is approved, the AGM will adjourn indefinitely and the
AGM Resolutions will not be put to the meeting.
Your attention is drawn to section 10 below which contains the
unanimous recommendation from the Directors that you vote in favour
of the Winding Up Resolution. The Board believes that approval of
the Winding Up Resolution at the Annual General Meeting is in the
best interests of the Company and the Shareholders as a whole and
unanimously recommends that you vote in favour of the Winding Up
Resolution at the Annual General Meeting as the Directors intend to
in respect of the 42,182,395 IMAC Shares held by them, which
represents approximately 29.46 per cent. of the issued and
outstanding IMAC Shares as at the date of the document.
2. BACKGROUND TO THE PROPOSALS
At the time of the Company's Admission in 2006, the economic
environment presented opportunities to invest in a broad range of
'mid-stage', high growth companies within the media sector, in
particular a new class of media companies, which the Company termed
'progressive media' companies. The Company's investment strategy on
Admission anticipated that substantially all the funds raised on
Admission would be invested or committed for investment within two
years. However, due to market conditions, it was not feasible for
the funds to be substantially invested while at the same time
achieve a long-term return target of more than 15 per cent. per
annum.
On the recommendation of the Investment Manager, the Company
took the decision to make no new investments from the summer of
2008, anticipating the economic turbulence and with the aim of
preserving investors' cash in the Company. On 12 May 2010
Shareholders approved certain changes to the Company's investment
strategy including that the Company would not make any new
investments, other than investments relating to its portfolio
companies. Since then the Company has substantially disposed of its
portfolio of investments and returned approximately GBP84.7 million
to Shareholders.
Article 153 of the Articles requires the Directors to propose an
ordinary resolution (requiring a simple majority of the total
voting rights of Shareholders present (in person or proxy) and
voting) at the AGM, being the annual general meeting of the Company
falling in the eighth calendar year following Admission, asking
Shareholders if the Company should continue as an investment
company. As a result the Directors will, if the Winding Up
Resolution fails, put this resolution to Shareholders as Resolution
4. The Directors and the Manager have consulted with the Company's
major shareholders, who have expressed a preference for the Company
to make no further investments and to return cash to the
Shareholders. Accordingly, now that the portfolio has been
substantially realised, the Board proposes to liquidate the Company
and to return the remaining cash to Shareholders, and therefore is
proposing the Winding Up Resolution. If the Winding Up Resolution
is passed at the AGM, Resolution 4 will not be required.
3. APPOINTMENT OF JOINT LIQUIDATORS AND DISTRIBUTIONS TO SHAREHOLDERS
If the Proposals are approved by Shareholders, the proposed
Joint Liquidators of the Company will be appointed. The Joint
Liquidators will then wind-up the Company by way of voluntary
solvent liquidation in accordance with the Companies Law.
Shareholders should note that upon appointment of the Joint
Liquidators, all powers of the Board will cease and the Joint
Liquidators will be responsible for the affairs of the Company
until it is formally wound up. There can be no certainty therefore
as to the timing and amount of any distributions by the Joint
Liquidators.
Following appointment, the Joint Liquidators will provide for
the Company's liabilities including their own fees and expenses and
establish a retention of an amount they consider appropriate to
meet the Company's estimated costs and expenses whilst in
liquidation (the "Retention"). The Investment Manager has advised
the Board that the Retention is likely to be GBP103,393. For the
avoidance of doubt, the Retention is a provision for, and not an
addition to, the estimated costs and expenses set out in Section 4
below, which include the fees of the Joint Liquidators and those of
the Company's advisers in connection with the winding-up, as well
as other costs and expenses.
The Board, having consulted with the Investment Manager, has
recommend to the proposed Joint Liquidators a first distribution,
conditional on the approval by Shareholders of the Winding Up
Resolution, of GBP6.7 million, equivalent to 4.6798 pence per
Ordinary Share to Shareholders, leaving behind sufficient funds
that the Board believes necessary to meet the Joint Liquidators'
costs and expenses, settle expected future fees and operating costs
and take the actions necessary to dispose of the Company's
remaining investments (the "First Distribution").
While there can be no certainty that the Joint Liquidators will
make the First Distribution, as the Joint Liquidators will be
responsible for the affairs of the Company until it is formally
wound up, the proposed Joint Liquidators have advised the Board
that they currently intend to make the First Distribution during
November 2014 to Shareholders on the register at 5.30pm on 21
October 2014 (the "Record Date").
Once the Joint Liquidators have subsequently realised the
Company's remaining assets, principally comprising the Brand Events
Loan Notes and the interest in Whizz Kid Entertainment Limited
(detailed further in section 5 below), satisfied the claims of
creditors of the Company and paid the costs and expenses of the
winding-up, it is expected that the Joint Liquidators would make a
final distribution of any distributable net proceeds (including any
remaining Retention) among the Shareholders according to their
respective rights and interests in the Company (the "Final
Distribution"). All distributions will be paid by way of cheques
drawn upon a UK clearing bank posted to the registered addresses of
each Shareholder as at the Record Date. Such payments will be at
the sole risk of the Shareholder concerned.
The Board has considered the fact that the distribution of any
amount of less than GBP5 per Shareholder would be likely to be
exceeded by the administrative costs of making such distribution.
Accordingly, the Board has recommended to the proposed Joint
Liquidators that any amount of less than GBP5 that would otherwise
be paid to a Shareholder on a First Distribution shall be retained
until the next interim liquidation distribution date, if any, on
which it would form part of any amount payable to the Shareholder
that is in excess of GBP5. If, at the date of the Final
Distribution, there remains any amount of less than GBP5 that would
otherwise be paid to a Shareholder, the Board has proposed that
such amount will be donated to charity.
Subject to the approval of the Winding Up Resolution by
Shareholders:
1. The Board intends to apply to the Commission for an immediate
suspension of the Company's authorisation as a collective
investment scheme under the Protection of Investors (Bailiwick of
Guernsey) Law, 1987 as amended, until such time as the Company is
dissolved; and
2. Mike Luckwell, Neil Blackley, Patrick McKenna, William
Simpson, Bryan Dix and David Jeffreys intend to resign as Directors
at the conclusion of the Annual General Meeting.
In order to comply with the Companies Law and to facilitate an
efficient transfer to the Joint Liquidators, Serena Tremlett will
remain as a Director until the Company is dissolved, which is
expected to occur three months following the conclusion of the
liquidation.
The Management Agreement
The Management Agreement continues in effect until Shareholders
pass the Resolution to wind up the Company. The Company and its
Investment Manager have agreed that the Company will not require
the services of the Investment Manager from the date of the Annual
General Meeting if the Proposals Resolution is passed. The Company
and the Investment Manager have also agreed that the outstanding
amount payable to the Investment Manager under the existing terms
of the Management Agreement and recharge of administrative costs,
up to and including the date of the AGM, is GBP50,350, which will
be paid to the Investment Manager prior to the AGM. The Investment
Manager will provide ongoing assistance to the Joint Liquidators
following their appointment in respect of the realisation of the
Loan Notes. If the Winding Up Resolution is not passed by
Shareholders, and the Company continues as an investment company,
the existing Management Agreement will be extended on its current
terms, subject to compliance with any relevant rules including any
requirement of the AIM Rules at such time.
The Administration Agreement
Until the Company's authorisation as a collective investment
scheme under the Protection of Investors (Bailiwick of Guernsey)
Law, 1987 as amended is cancelled, Morgan Sharpe Administration
Limited will act as the Designated Manager to the Company. A deed
amending the Administration Agreement has, subject to the passing
of the Proposals Resolution, been approved by the Board pursuant to
which the Administrator will be paid (1) a reduced annual
administration fee of GBP7,500 for the provision of its services
until the Company is formally wound-up and (2) an annual fee of
GBP7,500 for each of the administrator directors. Furthermore, the
Company shall pay Morgan Sharpe Administration Limited a single
transaction fee of GBP12,000 in respect of the Proposals.
The Offshore-Registrar Agreement
Until the Company's authorisation as a collective investment
scheme under the Protection of Investors (Bailiwick of Guernsey)
Law, 1987 as amended is cancelled, Capita IRG (CI) Limited ("Capita
IRG") will continue to act as the offshore registrar of the
Company. In addition, a receiving agent services agreement between
the Company and Capita Registrars Limited ("CRL") (the "Receiving
Agent Services Agreement") has, subject to the passing of the
Proposals Resolution, been approved by the Board. Under the
Receiving Agent Services Agreement, CRL will provide professional
advisory services and receiving agency services to the Company
until it is formally wound-up. The Board anticipates that the
Company will incur aggregate fees of approximately GBP20,000 in
relation to the services of Capita IRG and CRL.
4. ESTIMATED NET ASSET VALUE
On 16 September 2014, the Company announced that, as at the
close of business on 31 August 2014, its unaudited estimated Net
Asset Value was approximately GBP8.5 million, equivalent to 5.96
pence per Ordinary Share. Subsequent to the date of that Net Asset
Value, a payment of GBP1.17m was made in respect of an arbitration
regarding the sale in June 2013 of investee company, Digital Rights
Group Limited (DRG).
The Investment Manager has estimated that the Terminal Net Asset
Value of the Company will be approximately GBP1.63 million,
equivalent to 1.14 pence per Ordinary Share, on the basis of the
following assumptions:
(i) payment of GBP1.17 million relating to the sale of DRG;
(ii) payment of the First Distribution to Shareholders by the
Joint Liquidators of GBP6.7 million;
(iii) deduction of the Joint Liquidators' estimated fees of GBP20,000;
(iv) a Retention of GBP103,393;
(v) expenses properly incurred by the Joint Liquidators in
connection with the liquidation;
(vi) full repayment of the Loan Notes owed by Brand Events to
the Company, which are repayable on or before 2 October 2015;
and
(vii) provision for all of the Company's other net liabilities of GBP243,966.
The Terminal Net Asset Value, together with any other amounts
received by the Company following the realisation of its remaining
asset comprising its investment in Whizz Kid Entertainment Limited
(as explained in Section 5 below), will be available for
distribution to the Shareholders in accordance with the principles
set out in Section 3 above. To the extent that the Investment
Manager has over-provided for the Company's liabilities, or any
part of the Retention is otherwise unutilised, the Company's
remaining surplus assets will also be distributed to the
Shareholders in accordance with the Articles and the Companies
Law.
5. REMAINING INVESTMENTS
The Company currently retains the following investments, which
the Board expects will be realised in due course by the Joint
Liquidators:
Brand Events Holdings Limited Loan Notes
On 7 October 2013, the Company announced that it had sold its
entire 69.5 per cent. interest in Brand Events Holdings Limited
("Brand Events") and assigned its holding of Brand Events loan
notes, other than a retained holding of GBP1.5 million loan notes
(the "Loan Notes"), to Christopher Hughes, a director of Brand
Events (the "Purchaser"). The Purchaser has the option to acquire
the Loan Notes for the nominal value of GBP1.5 million plus any
accrued and unpaid interest. The Loan Notes will otherwise become
repayable by Brand Events to the Company on 2 October 2015.
In addition, there are two further payments of deferred
consideration due to the Company from the Purchaser in respect of
the Big Feastival (an event held in August 2014) and the Electrolux
Sponsorship, payment for both of which is expected later this year
but is not expected to be material.
Whizz Kid Entertainment Limited
The Company has a 47.2 per cent. interest in Whizz Kid
Entertainment Limited ("Whizz Kid"), an independent TV production
company that creates and produces audio-visual content across a
range of genres including music, events and entertainment. Whizz
Kid seeks to exploit opportunities in digital content through its
digital arm, Tough Cookie Ltd, and in advertiser-funded content
through its investment in Precious Media Ltd. The Company's
investment in Whizz Kid is currently valued in the Company's
balance sheet at nil due to lower than expected profits in the year
ended 31 March 2014. However, Whizz Kid has gained several new
commissions since its year-end and the Joint Liquidators intend to
seek buyers for the Company's interest in Whizz Kid.
6. CANCELLATION OF ADMISSION OF THE ORDINARY SHARES TO TRADING ON AIM
If Shareholders vote to approve the liquidation of the Company,
it would not be appropriate for the Company's Ordinary Shares to
continue to be admitted to trading on AIM. Furthermore, under
Companies Law a transfer of Ordinary Shares is void following the
commencement of a winding up, other than a transfer made to or with
the sanction of the Joint Liquidators. Accordingly, the
Shareholders are also being asked to approve the Delisting by a
majority of not less than 75 per cent. of the votes cast at the
Annual General Meeting, as required by the AIM Rules. Subject to
the passing of the Winding Up Resolution to be taken on a poll, the
Company expects the Company's trading facility on AIM to be
cancelled with effect from 7.00 am on 23 October 2014, being the
date at least 20 business days from the date of notification of the
suspension of the Ordinary shares from trading on AIM and
thereafter the cancellation as required by the AIM Rules.
Following the Delisting, the Ordinary Shares will not be traded
on any recognised market or trading exchange and the CREST facility
(through which the depository interests representing Ordinary
Shares are currently settled) will be cancelled also from the close
of business on 21 October 2014. As the Ordinary Shares will be
cancelled from trading on AIM the day immediately following the
AGM, the Ordinary Shares will no longer be tradable. Furthermore,
the Company would no longer be required to comply with any of the
additional specific corporate governance requirements for companies
admitted to trading on AIM.
After 17 October 2014, dealings should be for cash settlement
only and will be registered in the normal way if the transfer,
accompanied by the documents of title, is received by the
Registrars by close of business on 21 October 2014.
The Record Date, being the date for determining which of the
Shareholders are entitled to receive liquidation distributions, is
at 5.30 pm on 21 October 2014, being the business day immediately
preceding the AGM. Transfers received after that time will be
returned to the person lodging them and, if the Winding Up
Resolution is passed, the original holder will receive any proceeds
from distributions made by the Joint Liquidators.
If the Shareholders wish to buy or sell Ordinary Shares on AIM
they must do so prior to the Delisting becoming effective. As noted
above, in the event that the Shareholders approve the Delisting, it
is anticipated that the last day of dealings in the Ordinary Shares
on AIM will be 21 October 2014 and the effective date of the
Delisting will be 23 October 2014.
Upon the appointment of the Joint Liquidators and the Delisting
becoming effective, Beaumont Cornish Limited will cease to be
nominated adviser and broker to the Company with immediate effect
and the Company will no longer be required to comply with the rules
and corporate governance requirements to which companies admitted
to trading on AIM are subject, including the AIM Rules.
After the liquidation of the Company and the making of the Final
Distribution (if any), existing certificates in respect of the
Ordinary Shares will cease to be of value and any existing credit
of the Ordinary Shares in any stock account in CREST will be
redundant.
7. TAX
The following comments are intended only as a general guide to
certain aspects of current UK and Guernsey tax law and HMRC
published practice, which are subject to change possibly with
retrospective effect. They are of a general nature and do not
constitute tax advice and apply only to Shareholders who are
resident in the UK (except where indicated) or Guernsey and who
hold their Shares beneficially as an investment. They do not
address the position of certain classes of Shareholders such as
dealers in securities, insurance companies or collective investment
schemes.
United Kingdom Taxation
Subject to the comments in the following paragraph, any
Shareholder who is UK resident may, depending on that Shareholder's
personal circumstances, be subject to capital gains tax (or, in the
case of a corporate Shareholder, corporation tax on chargeable
gains) in respect of any gain arising on a disposal (including on
any distribution made by the Joint Liquidators including the First
Distribution and the Final Distribution) of their Shares. For such
individuals, capital gains are taxed at a rate of 18 per cent (for
basic rate taxpayers) or 28 per cent (for higher or additional rate
taxpayers). Individuals may, depending on their personal
circumstances, benefit from certain reliefs and allowances
(including an annual exemption from capital gains which is
GBP11,000 for the tax year 2014/2015). For corporate Shareholders
within the charge to UK corporation tax, indexation allowance may
apply to reduce any chargeable gain arising on the disposal of
Shares but will not create or increase an allowable loss.
Shareholders who are not resident or ordinarily resident in the UK
for taxation purposes will not normally be liable to UK taxation on
chargeable gains arising from the disposal of their Shares unless
those Shares are held for the purposes of a trade, profession or
vocation through a UK branch, agency or permanent establishment,
although they may be subject to foreign taxation depending on their
own particular circumstances. Individual Shareholders who are
temporarily neither resident nor ordinarily resident in the UK for
tax purposes may be liable to capital gains tax under tax anti
avoidance legislation.
The treatment described above is based on any gain arising on a
disposal of a Shareholder's Shares not being taxed as income under
the "offshore fund" rules which apply for the purposes of UK tax
legislation. Under current law, if the Company (or any class of
Shares) were to be treated for UK taxation purposes as an "offshore
fund", gains on disposals of Shares realised by a Shareholder would
be taxable as income and not as capital gains.
Guernsey Taxation
The Company
The Company has been granted exemption from income tax in
Guernsey under the Income Tax (Exempt Bodies) (Bailiwick of
Guernsey) Ordinance 1989 (as amended). A company with tax exempt
status is not chargeable to tax in Guernsey other than in respect
of Guernsey source income.
Shareholders
Guernsey resident Shareholders may be subject to tax on
distributions received during the period of the liquidation, but
only to the extent that the distribution is considered for tax
purposes to be made out of reserves of accumulated income. If the
Company has no reserves of accumulated income for tax purposes any
distribution received during the liquidation period would be a
return of capital which should not be taxable for Guernsey resident
shareholders.
The Company does not intend to make any distributions prior to
the liquidation. Distributions made by the Company to non-Guernsey
resident Shareholders, whether made during the life of the Company
or by distribution on liquidation, will not be subject to Guernsey
tax. There is no capital gains tax in Guernsey and so Shareholders
should not be taxable on any gain realised on disposal of their
Shares, nor would they obtain tax relief for any loss realised on
disposal of their Shares.
Withholding tax
No withholding tax is due in Guernsey on repayments of capital,
dividends or other income distributions made by the Company to
non-resident Shareholders, or to resident Shareholders provided
that the Company has tax exempt status at the time that the
distribution is declared.
8. ANNUAL GENERAL MEETING AND RESOLUTIONS
The Proposals are the subject of a single resolution, to be
approved by the Shareholders at the Annual General Meeting, notice
of which, to be held at Old Bank Chambers, La Grande Rue, St
Martin's, Guernsey, GY4 6RT on 22 October 2014 is set out at the
end of the document. The adoption and implementation of the
Proposals is conditional upon Shareholder approval of the Winding
Up Resolution at the AGM. The Winding Up Resolution is proposed as
a special resolution requiring the approval of not less than 75 per
cent. of the total voting rights of the Shareholders who, being
entitled to do so, vote on the Winding Up Resolution taken on a
poll.
At the AGM, Shareholders will be asked to consider and, if
thought fit, pass Resolutions 1 and 2 (which will be proposed as
Special Resolutions) and Resolution 3 -12 (which will be proposed
as Ordinary Resolutions):
Resolution 1 (which will be proposed as a Special
Resolution):
Approve the Proposals as set out in this Circular,
including:
(a) the Directors of the Company be and hereby are authorised to
pay to the Investment Manager the outstanding fee and recharge of
administrative costs of GBP50,350 payable under the Management
Agreement;
(b) the admission of the Company's Ordinary Shares to trading on
AIM be cancelled in accordance with Rule 41 (Cancellation) of the
AIM Rules for Companies (the "Delisting");
(c) the Directors of the Company be and hereby are authorised to
take any and all steps which are necessary or desirable in order to
effect the Delisting;
(d) the Company be wound up voluntarily pursuant to section
391(1)(b) of the Companies Law, and that Alan John Roberts and
James Robert Toynton of Grant Thornton, PO Box 313, Lefebvre House,
Lefebvre Street, St Peter Port, Guernsey, GY1 3TF be and hereby are
appointed as joint liquidators (the "Joint Liquidators")
immediately following the close of the AGM for the purposes of such
winding-up, including realising and distributing the Company's
assets, and any power conferred on them by law, by the Articles or
by this Resolution may be exercised by them jointly or by either of
them alone, such appointment becoming effective upon the passing of
this Resolution 1;
(e) the remuneration of the Joint Liquidators be determined by
reference to the time properly given by them and their staff in
attending to matters prior to and during the winding-up of the
Company, and they be and hereby are authorised to draw such
remuneration as they may determine and to pay any expenses properly
incurred by them;
(f) the Joint Liquidators be authorised:
(i) to divide among the Shareholders in specie or otherwise the
whole or any part of the assets of the Company in accordance with
the Articles and may, for that purpose, value any assets and
determine how the division shall be carried out as between the
Shareholders;
(ii) without limitation to (i) above, if, during the winding-up,
the whole or part of the Company's business or property is proposed
to be transferred to another company (the "Transferee") to receive
in compensation or part compensation for the transfer or sale,
shares, policies or other like interests in the Transferee for
distribution among the Shareholders or may enter into any other
arrangement whereby the Shareholder may, in lieu of receiving cash,
shares, policies or other like interests, or in addition thereto,
participate in the profits of or receive any other benefits from
the Transferee; and
(iii) to donate any distribution, or part distribution, that has
been declared of an amount of less than GBP5 that would otherwise
be payable to a Shareholder to charity and, after 6 years or (if
earlier) on completion of the liquidation to donate any
distribution, or part distribution, that has been declared but
remains unclaimed to charity;
(g) the Company's books and records be held by Morgan Sharpe
Administration Limited, in its capacity as the Company's secretary,
to the order of the Joint Liquidators for a period of six years
from the date of conclusion of the liquidation;
(h) the Company should not continue to operate as an investment
company for the purposes of article 153 of the Articles; and
(i) that Serena Tremlett, who is retiring in accordance with
article 80 of the Articles and, being eligible, is offering herself
for reappointment, be re-appointed as a director of the
Company.
Resolution 2 (which will be proposed as a Special
Resolution)
Subject to Resolution 1 not being passed, that the name of the
Company shall change to IMAC Limited.
Resolution 3 (which will be proposed as an Ordinary
Resolution)
To receive and adopt the Company's annual report and accounts
for the financial year ended 31 March 2014, the Directors' report,
and the report of the independent auditors on those accounts.
Resolution 4 (which will be proposed as an Ordinary
Resolution)
Subject to Resolution 1 not being passed, the Directors of the
Company be and hereby are authorised to take any and all steps
which are necessary or desirable in order to continue operating the
Company as an investment company.
Resolution 5 (which will be proposed as an Ordinary
Resolution)
Subject to Resolution 1 not being passed, to reappoint as a
Director Mike Luckwell who is retiring in accordance with article
80 of the Articles and, being eligible, is offering himself for
reappointment.
Resolution 6 (which will be proposed as an Ordinary
Resolution)
Subject to Resolution 1 not being passed, to reappoint as a
Director Patrick McKenna who is retiring in accordance with article
80 of the Articles and, being eligible, is offering himself for
reappointment.
Resolution 7 (which will be proposed as an Ordinary
Resolution)
Subject to Resolution 1 not being passed, to reappoint as a
Director Neil Blackley who is retiring in accordance with article
80 of the Articles and, being eligible, is offering himself for
reappointment.
Resolution 8 (which will be proposed as an Ordinary
Resolution)
Subject to Resolution 1 not being passed, to reappoint as a
Director William Simpson who is retiring in accordance with article
80 of the Articles and, being eligible, is offering himself for
reappointment.
Resolution 9 (which will be proposed as an Ordinary
Resolution)
Subject to Resolution 1 not being passed, to reappoint as a
Director David Jeffreys who is retiring in accordance with article
80 of the Articles and, being eligible, is offering himself for
reappointment.
Resolution 10 (which will be proposed as an Ordinary
Resolution)
Subject to Resolution 1 not being passed, to reappoint as a
Director George Bryan Dix who is retiring in accordance with
article 80 of the Articles and, being eligible, is offering himself
for reappointment.
Resolution 11 (which will be proposed as an Ordinary
Resolution)
Subject to Resolution 1 not being passed, to reappoint as a
Director Serena Tremlett who is retiring in accordance with article
80 of the Articles and, being eligible, is offering herself for
reappointment.
Resolution 12 (which will be proposed as an Ordinary
Resolution)
Subject to Resolution 1 not being passed, to reappoint Deloitte
LLP as auditors of the Company from the conclusion of the meeting
until the conclusion of the next AGM of the Company at which
accounts are laid and to authorise the Directors to determine their
remuneration.
9. ACTION TO BE TAKEN
You will find enclosed with the document a Form of Proxy for use
at the AGM. Whether or not you propose to attend the AGM in person,
you are requested to complete, sign and return the Form of Proxy in
accordance with the instructions printed thereon and return it to
Capita Asset Services at PXS, 34 Beckenham Road, Beckenham, BR3
4TU, or by fax to +44 (0) 1481 233319, as soon as possible but, in
any event, so as to arrive no later than 9.00am on 20 October 2014.
The completion and return of a Form of Proxy will not preclude you
from attending the AGM and voting in person if you wish to do
so.
10. RECOMMENDATION
The Board considers that the adoption of the Proposals is in the
best interests of the Shareholders as a whole and unanimously
recommends that the Shareholders vote in favour of the Winding Up
Resolution, as they intend to do in respect of their own beneficial
holdings being 42,182,395 IMAC Shares (representing 29.46 per cent.
of the current IMAC Shares (excluding treasury shares)).
Yours faithfully,
Mike Luckwell
Chairman"
FORWARD LOOKING STATEMENTS
Certain statements in this Announcement are, or may be deemed to
be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"will" or the negative of those, variations or comparable
expressions, including references to assumptions. These forward
looking statements are not based on historical facts but rather on
the Directors' current expectations and assumptions regarding the
Company's future performance, capital receipts and expenditures.
Such forward looking statements re ect the Directors' current
beliefs and assumptions and are based on information currently
available to the Directors. A number of factors could cause actual
results to differ materially from the results discussed in the
forward looking statements including risks associated with
vulnerability to general economic and business conditions,
regulatory changes and other factors, many of which are beyond the
control of the Company. Although any forward looking statements
contained in this Announcement are based upon what the Directors
believe to be reasonable assumptions, the Company cannot assure
investors that actual results will be consistent with such forward
looking statements.
APPENDIX I: DEFINITIONS AND GLOSSARY
Admission admission of the IMAC Shares to trading
on AIM on 11 April 2006;
Administration Agreement the administration agreement dated
20 April 2009 between the Company and
Morgan Sharpe Administration Limited;
AIM the AIM market operated by the London
Stock Exchange;
AIM Rules the AIM Rules for Companies and guidance
notes as published by the London Stock
Exchange from time to time;
Annual General Meeting or the annual general meeting of the Company,
the AGM convened for 22 October 2014 or any
adjournment thereof, notice of which
is set out at the end of the document;
AGM Resolutions resolutions 2 and 4 to 12 set out in
the notice of AGM;
Articles the articles of incorporation of the
Company adopted on 29 July 2008 and
as amended from time to time;
Beaumont Cornish or the Nominated Beaumont Cornish Limited;
Adviser
Brand Events Brand Events Holdings Limited;
Capita Asset Services a trading name of Capita Registrars
Limited;
Circular or document the circular sent to the Shareholders
in connection with the Proposals dated
23 September 2014;
Companies Law Companies (Guernsey) Law, 2008 (as
amended);
Commission the Guernsey Financial Services Commission;
Delisting the cancellation of the Admission of
the Company's Ordinary Shares to trading
on AIM in accordance with Rule 41 (Cancellation)
of the AIM Rules for Companies;
Directors or Board the directors of IMAC, namely Mike
Luckwell, Patrick McKenna, Neil Blackley,
William Simpson, David Jeffreys, Serena
Tremlett and George Bryan Dix;
Final Distribution the final distribution by the Joint
Liquidators of any distributable net
proceeds (including any remaining Retention)
among the Shareholders according to
their respective rights and interests
in the Company at the Record Date;
First Distribution the first distribution by the Joint
Liquidators, conditional on the approval
by Shareholders of the Winding Up Resolution,
among the Shareholders according to
their respective rights and interests
in the Company at the Record Date;
FCA the Financial Conduct Authority;
Form of Proxy the form of proxy for use in relation
to the Annual General Meeting enclosed
with this document;
FSMA the UK Financial Services and Markets
Act 2000 and all rules and regulations
made thereunder;
HMRC UK HM Revenue & Customs;
IMAC or the Company Ingenious Media Active Capital Limited,
a Guernsey incorporated closed-ended
investment company with registered
number 44358;
IMAC Shares or Ordinary Shares the issued ordinary shares of no par
value in the share capital of IMAC;
Ingenious Asset Management the asset management division of the
Division Ingenious Group;
Ingenious Group Ingenious Media and its parent company
and subsidiaries from time to time;
Ingenious Investments Ingenious Media Investments Limited;
Ingenious Media Ingenious Media Limited;
Ingenious Ventures the private equity division of the
Investment Manager;
Investment Manager or the Ingenious Asset Management Limited;
Manager
Investment Management Agreement the investment management agreement
dated 4 April 2006 between the Company,
the Investment Manager and Ingenious
Media as amended or novated from time
to time;
Joint Liquidators Alan John Roberts and James Robert
Toynton of Grant Thornton, PO Box 313,
Lefebvre House, Lefebvre Street, St
Peter Port, Guernsey, GY1 3TF;
Loan Notes the Company's holding of loan notes
of Brand Events having a nominal value
of GBP1.5 million, together with the
rights to interest thereon;
London Stock Exchange London Stock Exchange plc;
Management Agreement the management agreement dated 4 April
2006 between the Company, the manager
and Ingenious Media (as amended on
21 October 2010) pursuant to which
the manager undertook to manage the
investments and reinvestments of the
company;
Net Asset Value as announced on 16 September 2014;
Off-Shore Registrar Agreement the off-shore registrar agreement dated
4 April 2006 between the Company and
IRG (CI) Limited;
Proposals as defined at section 1 of the Circular;
Record Date 5.30pm on 21 October 2014, being the
time and date by reference to which
participations in distributions by
the Joint Liquidators will be determined;
Registrar or Capita the registrar of the Company, Capita
Asset Services;
Rules the Authorised Closed-Ended Investment
Schemes Rules 2008;
Shareholder, Shareholders the holders of IMAC Shares;
or IMAC Shareholders
Terminal Net Asset Value the Investment Manager's estimate of
the terminal net asset value of the
Company as calculated in accordance
with Section 4 of the Circular;
UK the United Kingdom of Great Britain
and Northern Ireland; and
Winding Up Resolution resolution 1 set out in the notice
of AGM in connection with the Proposals.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOABDGDCUXDBGSX
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