TIDMBRWV
RNS Number : 2883H
Bedford Row VCT PLC
18 June 2013
For immediate release 18 June 2013
BEDFORD ROW VCT PLC
("the Company")
Proposed Winding--up of the Company
Notice of General Meeting
Bedford Row VCT PLC is pleased to announce that it has posted a
circular and notice of General Meeting to Shareholders to propose
the winding-up of the Company, the appointment of a Liquidator, and
the cancellation of the Listing of the Shares on the Official
List.
Extracts of the circular are set out below, and the circular and
Notice will shortly be available to view on the National Storage
Mechanism at www.hemscott.com/nsm.do
Background
The Company was launched in February 2005. On 31 August 2012 the
Company reported unaudited Net Assets of GBP253,599 as at 31 August
2012, equivalent to 2.8p per Share.
As stated in the half yearly financial report for the period
ending on 31 August 2012 the Company's future remains cause for
serious concern and the Board has now resolved to put formal
detailed proposals to Shareholders for the winding up of the
Company. This Circular explains these proposals, the actions which
are required for its implementation and convenes a Shareholders'
meeting to approve the winding--up. The Resolutions, as set out in
the Notice of the General Meeting, will be put to Shareholders at
the General Meeting.
The Directors have concluded that they are now in a position to
recommend to Shareholders a voluntary winding--up of the Company.
By going into liquidation, the Company will be able to make
significant saving on certain unavoidable running costs while it
seeks to realise the remainder of its investments. It is estimated
that annual running costs will fall from approximately GBP100,000
to approximately GBP15,000 primarily as a result of savings from
Listing and associated costs, administration fees, Investment
Manager fees, audit and Directors' fees. Liquidation will
facilitate realisation of the Company's investments in due course
with the proceeds of such realisation being made available for
distribution in a cost effective manner.
The Resolutions relating to the winding--up of the Company
require the approval of the Shareholders pursuant to the Insolvency
Act 1986 and the Articles. Should the Resolutions be approved, the
Company will be required by the Listing Rules to apply to cancel
the listing of its Shares on the Official List.
The Board believes that it is in the best interests of
Shareholders for the Company to enter a winding--up period.
A number of resolutions in connection with this process will be
put to Shareholders at the General Meeting. Should the Resolutions
be approved by Shareholders, a liquidator will be appointed to the
Company who will seek to arrange exits from the remaining
investments and to the extent no exit can be arranged the
liquidator will take a view on whether such investments shall be
retained, pending future exit within twelve months, or distributed
in specie to Shareholders.
At 31 August 2012, the unaudited investment portfolio of the
Company was as follows:
Valuation at 31 Aug 2012
GBP
Snacktime plc 33,017
The Weather Lottery plc 305
Vicorp Group plc 12
Match Me Now Holdings plc 0
M2FX Limited (formerly plc) 194,728
Rainbow Rewards Limited 58,871
The unaudited balance sheet of the Company as at 31 August 2012
is summarised as follows:
GBP'000
Fixed assets - Venture Capital Investments 286
Current assets
Debtors 7
Cash and equivalent 30
Current liabilities -- Creditors (249)
Net Assets 74
The winding--up of the Company, the appointment of a Liquidator
and the cancellation of the Listing of the Shares on the Official
List
The Board is proposing that the Company be placed into members'
voluntary liquidation, that the Company's assets be realised and,
after payment of its liabilities and deducting the costs of
implementation, the net proceeds and other cash held by the Company
be distributed to Shareholders in accordance with the provisions of
the Articles. Trading in the Shares will be suspended at 7.30 a.m.
on Thursday, 11 July 2013 and, if the Resolutions are passed at the
General Meeting, this will result in the cancellation of the
listing of the Shares on the Official List, which is expected to
take place at 08.00 on Friday, 12 July 2013 and the Shares ceasing
to trade on the London Stock Exchange.
It is proposed that Alan Peter Whalley and Sandra Lillian Mundy
of James Cowper LLP, 1 Fetter Lane, London EC4A 1BR be appointed as
joint liquidators of the Company. The winding--up of the Company
will be a solvent winding--up in which it is intended that all
creditors will be paid in full. The appointment of the Liquidator
will become effective immediately upon the passing of the
Resolutions. At this point, the powers of the Directors will cease
and the Liquidator will assume responsibility for the winding--up
of the Company, including the payment of fees, costs and expenses,
the discharging of the liabilities of the Company and the
maintenance of any unsaleable holdings and the distribution of the
surplus assets to the Shareholders.
If the Liquidator is appointed, the timing of future
distributions to Shareholders will be at the discretion of the
Liquidator. The Liquidator has agreed that, subject to other
considerations, investment disposal proceeds, after costs, will be
distributed to Shareholders without delay.
General Meeting
The Resolutions, which are all conditional upon each other and
upon which Shareholders are asked to vote at the General Meeting of
the Company are summarised below:
Resolution 1: That the Company be wound--up and Liquidator
appointed - Special Resolution
Shareholders are being asked whether they wish the Company to be
wound--up, as required by the Insolvency Act 1986. For this to take
place, the Liquidator must be appointed.
Resolution 2: That the Liquidator is authorised to distribute
all or part of the assets in specie to Shareholders - Special
Resolution
Shareholder approval must be obtained under the Articles to
authorise the Liquidator to distribute all or part of the assets of
the Company in specie to Shareholders, being cash and monies
received from the realisation of the Company's investments and
assets.
Resolution 3: That the Liquidator be authorised to exercise the
powers under the Insolvency Act 1986 - Special Resolution
Shareholder approval is being sought to allow the Liquidator to
pay any creditors of the Company (in accordance with the provisions
set out in Schedule 4, Part I of the Insolvency Act 1986).
Resolution 4: Approval of the cancellation of the Company's
shares on the Official List - Special Resolution
If Shareholders approve that the Company is be placed into
members' voluntary winding--up, the Company's shares will no longer
be allowed to be listed on the Offical List or traded on the main
market of the London Stock Exchange. Therefore, Shareholder
approval is being sought to authorise the cancellation of the
Company's shares from the Official List under the Listing
Rules.
Resolution 5: Approval of the liquidator's remuneration -
Ordinary Resolution
Shareholder approval under the Insolvency Act 1986 must be
obtained to allow for the payment of the Liquidator's remuneration
and expenses by reference to time properly given by James Cowper
LLP at their current charge out rates, as follows:
Office holder - GBP395 per hour
Manager - GBP250 -315 per hour
Other grades - GBP90 - 195 per hour.
The General Meeting for Bedford Row VCT plc has been convened
for 11.00 a.m. on 11 July at 32 Bedford Row, London WC1R 4HE. At
the General Meeting, Resolutions 1, 2, 3 and 4 will be proposed as
special resolutions, requiring the approval of not less than 75% of
the votes cast. Resolution 5 will be proposed as an ordinary
resolution, requiring the approval of more than 50% of the votes
cast.
Recommendation
The Board considers that the Proposals are in the best interests
of the Company and its Shareholders as a whole and the Board
recommends Shareholders to vote in favour of the resolutions to be
proposed at the General Meeting, as the Directors intend to do in
respect of their own beneficial holdings, which amounts to 51,500
Shares, representing approximately 1.97% of its issued share
capital.
Enquiries : Graham Urquhart, FCIS, Company Secretary Tel: 020 3216 2000
Roland Cornish, Beaumont Cornish Limited Tel: 020 7628 3396.
Expected Timetable
Latest time and date for receipt of Form of Proxy for General
Meeting 11.00 a.m. on 9 July 2013
Suspension of the listing of the Shares on the Official List
7.30 a.m. on 11 July 2013
General Meeting 11.00 a.m. on 11 July 2013
Expected date of cancellation of the listing of the Shares on
the Official List 08.00 am on 12 July 2013
Definitions
"2006 Act" the Companies Act 2006 (as amended)
"Articles" the articles of association of the Company
"Company" Bedford Row VCT plc
"Directors" or "Board" the board of directors of the Company
"Form of Proxy" the form of proxy for use in connection with the
General Meeting
"General Meeting" the general meeting of the Company to be held
at 11.00 a.m. on 11 July 2013
"HMRC" Her Majesty's Revenue & Customs
"Investment Manager" Elderstreet Investments Limited
"Liquidator" Alan Peter Whalley and Sandra Lillian Mundy, joint
liquidators, of James Cowper LLP, 1 Fetter Lane, London EC4A
1BR
"Listing Rules" the Listing Rules of the UK Listing Authority
"Management Agreement" the management agreement between the
Company and the Investment Manager dated 12 February 2009
"NAV" or "Net Asset Value" the net asset value per Share
"Net Assets" gross assets less all liabilities (excluding
contingent liabilities) of the Company
"Notice" the Notice of the General Meeting set out in Part 4 of
this document
"Official List" the Official List of the UK Listing Authority
"Proposals" the proposals relating to the winding up of the
Company to be implemented by the Resolutions
"Resolutions" the resolutions to be proposed at the General
Meeting, as set out in the Notice
"Shareholder(s)" holder(s) of Shares
"Share(s)" ordinary share(s) of 10 pence each in the capital of
the Company
"UK Listing Authority" the Financial Services Authority acting
in its capacity as the competent authority for the purposes of Part
VI of the Financial Services and Markets Act 2000
"VCT" a company which is approved as a venture capital trust
under Section 274 of the Income Tax Act 2007
This information is provided by RNS
The company news service from the London Stock Exchange
END
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