TIDMTCA
RNS Number : 3196R
Terra Capital PLC
27 February 2019
Legal Entity Identifier: 2138006S6U2X7L4R8V74
27 February 2019
Terra Capital Plc ('Terra' or 'the Company')
20 DAY DELISTING ANNOUNCEMENT
Terra Capital Plc
(incorporated in the Isle of Man and registered under the Isle
of Man Companies Act 2006
with registered number 016286V)
27 February 2019
,
Recommended proposals relating to the voluntary winding-up of
the Company and cancellation of admission to trading on AIM
The board of Directors of the Company (the "Board") announces
today that it intends to seek shareholder approval to put the
Company into members' voluntary liquidation, appoint joint
liquidators and cancel the admission of the Company's ordinary
shares (the "Shares") to trading on AIM. A circular (the
"Circular") will be posted to shareholders setting out further
details of the Proposals and convening a general meeting of the
Company's shareholders to be held at the Company's registered
office, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1
1JB at 2:00 p.m. on 28 March 2019 (the "GM") in order to approve
the Proposals.
In accordance with Rule 41 of the AIM Rules for Companies, the
Company has notified London Stock Exchange plc of its intention to
cancel the admission of the Shares to trading on AIM, subject to
shareholder approval of not less than 75 per cent. of votes cast at
the GM. Trading of the Shares on AIM will be suspended from 7.30
a.m. on 28 March 2019 and, if the Proposals are approved by the
requisite majority of shareholders at the GM, it is intended that
the admission of the Shares to trading on AIM will be cancelled
with effect from 7.00 a.m. on 29 March 2019.
Background to and reasons for the Proposals
At the Company's extraordinary general meeting held on 10 July
2018, Shareholders approved the adoption of the new investing
policy of the Company, being that the Company shall cease to make
new investments and shall realise its portfolio of investments in
an orderly manner and return the net proceeds to Shareholders as
soon as possible.
Since that date, the Investment Manager has been steadily
progressing with the orderly realisation of the Company's portfolio
and all of the Company's realisable investments have now been sold.
The Company has undertaken three compulsory redemptions of Ordinary
Shares returning approximately US$36.8 million, US$11.8 million and
US$10.3 million respectively to Shareholders.
The Company has a wholly owned subsidiary, Terra Capital Cayman,
a company incorporated in the Cayman Islands which is in the
process of being placed into voluntary liquidation.
The Directors have made a declaration of solvency in accordance
with the requirements of section 218 of the Companies Acts
1931-2004 (as applied to the Company by virtue of the provisions of
section 182 of the Companies Act 2006) and resolved to place before
Shareholders proposals for the voluntary winding-up of the Company,
the appointment of Joint Liquidators and the cancellation of the
admission to trading on AIM of the Ordinary Shares (the
"Proposals").
The Proposals require the approval of Shareholders.
Copies of the Circular convening the necessary GM which will be
held at the registered office of the Company namely, Millennium
House, 46 Athol Street, Douglas, Isle of Man IM1 1JB on 28 March
2019 at 2:00 p.m. are being mailed to Shareholders and will shortly
be available on the Company's website at
www.terracapitalplc.com.
Members' Voluntary Liquidation
In accordance with relevant legislation in the Isle of Man,
Shareholder approval is also being sought for the appointment of
Mark Russell Kelly and Kristan James King of KPMG LLC, Heritage
Court, 41 Athol Street, Douglas, Isle of Man to act as joint
liquidators in a members' voluntary winding up process. If
appointed, the Joint Liquidators will advertise for creditor claims
and then surplus funds after costs of liquidation will be
distributed in cash to Shareholders by the Joint Liquidators at a
later date. The timing of the distribution to Shareholders will be
dependent upon the completion of the voluntary liquidation of Terra
Capital Cayman.
The Joint Liquidators expect the winding up of the Company to
take approximately 12 months to complete, although there can be no
guarantee of this. Shareholders will also be asked at the GM to
approve the fees of the proposed Liquidator. Such fees will be
incurred on a time cost basis but are not expected to exceed
GBP20,000 plus VAT and disbursements for the Company and US$10,000
plus disbursements for Terra Capital Cayman.
Once the winding up has been completed and the Joint Liquidators
have disposed of the Company's property a final General Meeting of
the Shareholders will be held prior to the Company's
dissolution.
Cancellation of Admission to Trading on AIM
The Directors consider that it is not in the interests of
Shareholders that the Company continues to incur the costs
associated with maintaining the admission of the Ordinary Shares to
trading on AIM while the Company enters into a voluntary
liquidation process.
Under AIM Rule 41, 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
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 will take effect on 29 March 2019. The effect of
Cancellation will be that the Ordinary Shares will no longer be
quoted or tradable on AIM and Shareholders will not therefore be
readily able to sell their Ordinary Shares. Shareholders may be
able to buy and sell their Ordinary Shares "off market" although
this will be more difficult than trading "on market" and the
Ordinary Shares will not be transferable without the consent of the
Joint Liquidators. The only other opportunity for Shareholders to
sell their Ordinary Shares would arise upon a sale of all of the
issued share capital of the Company to a third party. There is no
current intention to do this and the only proposals in respect of
the Company are to wind it up.
Shareholders should also be aware that trading in the Ordinary
Shares on AIM will be suspended from 7.30 a.m. on 28 March 2019, in
advance of the GM, as the Company would no longer be considered to
be an appropriate company for AIM on the commencement of a
liquidation process.
General Meeting and Resolutions
The General Meeting has been convened for the purpose of seeking
Shareholder approval for the Proposals. The Circular includes a
Notice convening the GM and a Form of Proxy for use at the GM. The
GM is convened for 2:00 p.m. on 28 March 2019 and will be held at
Millennium House, 46 Athol Street, Douglas, Isle of Man IM1
1JB.
At the GM, the following Resolutions will be proposed:
-- Resolution 1 - a special resolution to cancel the admission
of the Ordinary Shares to trading on AIM in accordance with the AIM
Rules;
-- Resolution 2 - an ordinary resolution:
- to wind up the Company voluntarily
- that having provided copies of their consents to act, Mark
Russell Kelly and Kristan James King of KPMG LLC, Heritage Court,
41 Athol Street, Douglas, Isle of Man be appointed joint
liquidators for the purpose of winding up and distributing the
assets of the Company such appointment to be effective forthwith
and that any act required or authorised under any enactment to be
done by the liquidator is to be done by the Joint Liquidators
jointly or by any one of them;
- that the Joint Liquidators change the address of the Company's
registered office to Heritage Court, 41 Athol Street, Douglas, Isle
of Man, IM99 1HN;
- that the Joint Liquidators remuneration is fixed in accordance
with the engagement letter dated 16 January 2019 and terms of
business issued by KPMG LLC in respect of the proposed liquidation
of the Company;
- that the Joint Liquidators be empowered to pay, on the date of
the declaration by the Joint Liquidators of the first and final
distribution to Shareholders, any distribution due to any
shareholder which is an amount of GBP5.50 or less per shareholder
to The Children's Centre Ltd a company limited by guarantee,
incorporated in the Isle of Man with company number 111719C and
registered with charity number 921 and having its registered office
at 94 Woodbourne Road, Douglas, IM2 3AS, Isle of Man; and
- that in accordance with the provisions of the Articles of
Association, the Joint Liquidators be authorised to divide among
the members in specie all or any part of the Company's surplus
assets as they shall think fit.
Resolution 1 is a special resolution which requires a majority
of 75 per cent. of the votes cast in respect of the resolution to
be cast in favour in order for the resolution to be passed.
Resolution 2 is an ordinary resolution which requires a simple
majority of those Shareholders who vote at the GM to vote in favour
of the resolution to be passed.
Shareholders should note that the Resolutions to be proposed at
the GM are inter-conditional such that both Resolutions must be
passed for either of the Resolutions to become effective.
Recommendation
The Directors consider that the Proposals are in the best
interests of the Company and its Shareholders and, accordingly,
unanimously recommend that shareholders vote in favour of the
Resolutions.
Expected Timetable of Principal Events
Issue of Circular to Shareholders 27 February 2019
Latest time and date for receipt of Forms of Proxy for the GM
2:00 p.m. on 26 March 2019
Suspension of trading in the Ordinary Shares on AIM 7.30 a.m. on
28 March 2019
GM and appointment of Joint Liquidators 2:00 p.m. on 28 March
2019
Cancellation of trading in the Ordinary Shares on AIM 7:00 a.m.
on 29 March 2019
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 through a regulatory information service.
**ENDS**
For more information, please visit www.terracapitalplc.com or
contact:
Galileo Fund Services Limited (Administrator)
Frazer Pickering
+44 1624 692600
Panmure Gordon (UK) Limited (Nominated adviser and corporate
broker)
Jonathan Becher
+44 20 7886 2500
Terra Capital plc.
Ian Dungate, Director
+44 1624 692600
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END
MSCBSGDDXXDBGCR
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