TIDMJSM
RNS Number : 5800B
JSM Indochina Ltd
18 April 2012
For immediate release 18 April 2012
JSM Indochina Ltd.
("JSM" or the "Company")
Notice of Extraordinary General Meeting
The Company today announces proposals relating to the
cancellation of admission to trading on AIM, the voluntary
winding-up of the Company and approval of payment of a distribution
and is posting today a circular to shareholders in that regard.
A copy of the circular will be available in due course on the
Company's website at www.jsmindochina.com.
The expected timetable is set out in appendix 1 to this
announcement.
Certain defined terms are set out in appendix 2 to this
announcement.
Introduction
At an extraordinary general meeting of the Company held on 27
April 2010, Shareholders voted in favour of proposals to, inter
alia, change the investing policy of the Company to the orderly
realisation of the Company's portfolio over the medium term with a
view to maximising returns for Shareholders. As a result of
realisations to date, the Company has made distributions of, in
aggregate, US$0.64 per Share since the 27 April 2010 EGM.
The Board has previously indicated that once the Company's
investments had been realised and outstanding liabilities
satisfied, it would convene an extraordinary general meeting at
which resolutions would be proposed to voluntarily wind up the
Company and appoint a liquidator. All of the Company's investments
have now been sold and converted into cash and outstanding
liabilities of the Company are being settled. Accordingly, the
Board is pleased to place before Shareholders proposals for
cancellation of the admission to trading on AIM of the Company's
shares, the voluntary winding-up of the Company and the appointment
of the Joint Liquidators (the "Proposals").
The Board is also proposing that a distribution of US$0.0325 per
Share be paid by the Company shortly after the appointment of the
Joint Liquidators (the "Distribution").
The Proposals require the approval of Shareholders. The payment
of the Distribution is conditional on the Proposals obtaining such
approval. The purpose of the circular is to provide notice of the
EGM which will be held at the offices of Maples Secretaries
(Cayman) Limited, 4th Floor, Boundary Hall, Cricket Square, Grand
Cayman, Cayman Islands on 22 May at 9 a.m.
Voluntary Liquidation
Before the liquidation process can commence, the Directors must
make a statutory declaration to the effect that the Company is
solvent. The decision to put the Company into voluntary liquidation
must be approved by 75 per cent. of the votes cast at the EGM.
In accordance with relevant legislation in the Cayman Islands,
Shareholder approval is also being sought for the appointment of K.
Beighton and K. D. Blake of KPMG, Grand Cayman, Cayman Islands, to
act as joint liquidators in the voluntary liquidation process (the
"Joint Liquidators"). The Joint Liquidators will be appointed to
oversee that the Company's remaining cash assets available for
distribution on a winding-up are distributed to Shareholders. The
Joint Liquidators will set aside sufficient assets in a liquidation
fund to meet the Company's liabilities. The Joint Liquidators will
also provide in the liquidation fund for a retention, which is
considered sufficient to meet any contingent and unknown
liabilities of the Company. To the extent that any part of this
retention is not required to meet such liabilities, the balance
will be distributed in cash to Shareholders by the Joint
Liquidators at a later date.
The Joint Liquidators currently expect the liquidation of the
Company to take approximately three months to complete following
their appointment, although there can be no guarantee of this. Once
the affairs of the Company are fully wound up and surplus cash has
been distributed by the Joint Liquidators to the Company's
shareholders, the Joint Liquidators will call a final general
meeting of the Company (by publishing a notice in the Official
Gazette of the Cayman Islands) to present their account of the
winding up and to consider certain resolutions relating to the
Joint Liquidator's remuneration, the dissolution of the Company and
other related matters.
Shareholders are also being asked at the EGM to approve the fees
of the Joint Liquidators. Such fees are not expected to exceed
$25,000 together with disbursements which are not expected to
exceed $1,000.
Pre-Liquidation Distribution
If the Cancellation, the appointment of the Joint Liquidators
and the Distribution are approved by Shareholders at the EGM then
the Distribution will be paid. The ex-date for the Distribution
will be 16 May 2012, the record date will be 18 May 2012 and the
payment date will be 24 May 2012. Following payment of this
Distribution, a total of US$0.6725 per Share will have been
distributed to Shareholders since the 27 April 2010 EGM. The Notice
of EGM contains a resolution to approve the Distribution.
Following payment of the Distribution, it is expected that up to
$550,000 will be retained by the Company to cover the liabilities
and pay the costs of the liquidation (the precise amount so
retained will depend on the size of the Company's liabilities until
the appointment of the Joint Liquidators).
Cancellation of Admission to Trading on AIM
It is intended that trading of the Company's shares on AIM be
cancelled following the appointment of the Joint Liquidators.
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders given in a general meeting. Accordingly, the Notice of
EGM contains a special resolution to approve the application to the
London Stock Exchange for Cancellation. If this resolution is
approved with the requisite majority, it is expected that
cancellation of dealings will take effect on 23 May 2012.
Shareholders should also be aware that trading in the Company's
shares on AIM will be suspended from 7.30 a.m. on 22 May 2012, in
advance of the EGM, as the Company would no longer be considered to
be an appropriate company for AIM on the commencement of the
liquidation process. If Cancellation is not approved but
Shareholders approve the appointment of the Joint Liquidators, it
is unlikely that trading of the Company's shares would be
restored.
No provision has been made for electronic trading in the
Company's shares following Cancellation. Holders of Depository
Interests in uncertificated form, that is in CREST, will receive
share certificates which will serve as evidence of ownership of
Shares following Cancellation.
EGM Business and resolutions
At the EGM, the following resolutions will be proposed:
-- Resolution 1 - a special resolution to cancel the admission
of the Company's shares to trading on AIM in accordance with the
AIM Rules;
-- Resolution 2 - a special resolution to place the Company into
voluntary liquidation, to appoint the Joint Liquidators and
ancillary matters; and
-- Resolution 3 - (conditional on the passing of resolutions 1
and 2) an ordinary resolution to approve the payment of the
Distribution.
The special resolutions require 75 per cent. of the votes cast
in respect of the resolution to be cast in favour in order for it
to be passed. The ordinary resolution requires a simple majority of
those Shareholders who vote at the EGM to vote in favour of it to
be passed.
The Directors believe that all the resolutions to be put to the
EGM are in the best interests of the Company and its Shareholders
as a whole and the Board unanimously recommends that you vote in
favour of them.
For further information:
JSM Indochina Ltd. +1 415 400 2461
Scott Verges, Chairman
Panmure Gordon (UK) Limited +44 20 7459 3600
Andrew Potts
Buchanan Communications +44 20 7466 5000
Mark Court
Appendices
Appendix 1: Expected Timetable
All references to times are to Cayman time unless otherwise
stated.
Ex-date for Distribution 16 May 2012
Record date for Distribution 18 May 2012
Latest time and date for receipt of 9 a.m. on 19 May 2012
Forms of Direction for the EGM
Latest time and date for receipt of 9 a.m. on 20 May 2012
Forms of Proxy for the EGM
Suspension of trading in the Company's 7.30 a.m. (London Time)
shares on
22 May 2012
EGM 9 a.m. on 22 May 2012
Appointment of liquidator 22 May 2012
Cancellation of the Company's shares 7.00 a.m. (London Time)
from trading on AIM on
23 May 2012
Payment of Distribution 24 May 2012
Each of the times and dates in the above expected timetable may
be extended without further notice. If any of the above times
and/or dates change, the revised time(s) and/or date(s) will be
notified to Shareholders by an announcement.
Appendix 2: Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
"AIM" means AIM, a market of the London Stock
Exchange plc;
"Board" or "Directors" means the directors of the Company;
"Cancellation" means cancellation of the admission of
the Company's shares to trading on AIM;
"Company" means JSM Indochina Ltd.;
"Depository" Capita IFG Trustees Limited;
"Depository Interest means the holders of the Depository Interests;
Holders"
"Depository Interests" means the dematerialised depository interests
representing Shares in uncertificated
form issued to a holder by the Depository,
on the terms of the trust deed poll;
"Distribution" means the distribution of US$0.0325 per
Share proposed to be paid by the Company
on 24 May 2012;
"EGM" means the extraordinary general meeting
of the Company to be held on 22 May 2012
at 9 a.m. (Cayman time) (or any adjournment
thereof), notice of which is set out
in the circular to shareholders dated
18 April 2012;
"Joint Liquidators" means K. Beighton and K.D. Blake of KPMG,
Grand Cayman, Cayman Islands, the proposed
joint liquidators of the Company;
"Ordinary Shareholders" means the holders of Shares but, for
the avoidance of doubt, excluding any
Depository Interest Holders;
"Proposals" means the proposals for the cancellation,
the voluntary winding-up of the Company,
the appointment of the Joint Liquidators,
and the payment of the Distribution;
"Shares" means the ordinary shares of par value
US$0.000001 each in the capital of the
Company and, where the context requires,
includes the Depository Interests and
"Share" shall be construed accordingly;
and
"Shareholders" means, as the context requires, the Ordinary
Shareholders and/or the Depository Interest
Holders.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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