TIDMFPEO TIDMFPEZ TIDMTTM
RNS Number : 6694X
F&C Private Equity Trust PLC
21 November 2014
21 November 2014
F&C PRIVATE EQUITY ZEROS PLC
(A wholly owned subsidiary of F&C Private Equity Trust
PLC)
RECOMMENDED MEMBERS' VOLUNTARY WINDING-UP
AND
PAYMENT OF FINAL CAPITAL ENTITLEMENT TO ZDP SHAREHOLDERS
Introduction
The ZDP Shares were issued by the Company in December 2009. In
accordance with the Articles, the Company is required to redeem all
of the ZDP Shares at 152.14p per share on 15 December 2014 and, if
it is unable to do so, the Directors are required to convene a
general meeting of the Company to be held as soon as reasonably
practicable following 15 December 2014 at which a resolution shall
be proposed requiring the Company to be wound up voluntarily
pursuant to Chapter II of Part IV of the Insolvency Act 1986.
To ensure that the holders of the ZDP Shares receive, as a
capital sum, the Final Capital Entitlement on 15 December 2014, the
Directors have convened a general meeting of the Company, which
will be held on Friday, 12 December 2014, at which a resolution
will be proposed requiring the Company to be wound up voluntarily
pursuant to section 84(1)(b) of the Insolvency Act 1986.
Under the Articles, the Winding-up Resolution will constitute a
variation of the rights attaching to the ZDP Shares and,
accordingly, requires the previous sanction of a special resolution
of the ZDP Shareholders passed at a separate meeting of such
holders. Accordingly, the Directors have convened a separate
general meeting of the ZDP Shareholders, which will also be held on
Friday, 12 December 2014, at which a resolution will be proposed
sanctioning the passing of the Winding-up Resolution and any
resulting changes to the rights attaching to the ZDP Shares.
F&C PET, the Company's parent company and the sole Ordinary
Shareholder, has agreed to contribute to the Company sufficient
funds to enable the Company to pay the full Final Capital
Entitlement to ZDP Shareholders on the ZDP Repayment Date. Such
contribution will be made by F&C PET repaying the existing
inter-company loan from the Company and by F&C PET subscribing
for new Ordinary Shares. The Company's costs of implementing the
Proposals, including advisers' fees and the costs and expenses of
liquidation, will also be met by F&C PET. In addition, F&C
PET has confirmed that it will vote in favour of the Winding-up
Resolution at the General Meeting. ZDP Shareholders are also
entitled to attend the General Meeting and to vote on the
Winding-up Resolution.
Winding-up of the Company and Appointment of Liquidators
The Directors are proposing that the Company be placed into a
members' voluntary winding-up and that the Company's surplus assets
be distributed amongst the relevant Shareholders, including by
payment of the Final Capital Entitlement to ZDP Shareholders.
Subject to Shareholders' approval, it is proposed that Derek
Neil Hyslop and Colin Peter Dempster, both of Ernst & Young
LLP, Ten George Street, Edinburgh EH2 2DZ, 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 of
the Company will be paid in full. The appointment of the
Liquidators in relation to the Company is subject to the resolution
sanctioning the passing of the Winding-up Resolution and any
resulting changes to the rights attaching to the ZDP Shares having
been passed at the ZDP Shareholders' Meeting and will become
effective immediately upon the passing of the Winding-up Resolution
at the General Meeting. At this point, the powers of the Directors
will cease and the Liquidators will assume responsibility for the
winding-up of the Company, including the payment of the Final
Capital Entitlement to ZDP Shareholders.
Suspension and Cancellation of Listing and Trading of the ZDP
Shares
An application will be made to the UK Listing Authority to
suspend the listing of the ZDP Shares on the Official List and to
the London Stock Exchange to suspend trading of the ZDP Shares on
the London Stock Exchange's Main Market with effect from 7.30 a.m.
on Friday, 12 December 2014. In addition, the Company will apply to
the UK Listing Authority to cancel the listing of the ZDP Shares on
the Official List and to the London Stock Exchange to cancel
trading of the ZDP Shares on the London Stock Exchange's Main
Market with effect from 8.00 a.m. on Friday, 19 December 2014,
conditional only on the passing of the ZDP Resolution and the
Winding-up Resolution at the relevant Meetings.
Settlement of Final Capital Entitlement
The record date for a ZDP Shareholder to be entitled to the
Final Capital Entitlement is 5.00 p.m. on Thursday, 11 December
2014. Therefore, the last day for dealings in the ZDP Shares for
normal settlement (to enable settlement prior to the record date)
will be Tuesday, 9 December 2014.
In respect of ZDP Shareholders who hold their ZDP Shares in
uncertificated form, it is expected that an amount equal to the
Final Capital Entitlement payable in relation to the ZDP Shares
held by that ZDP Shareholder will be paid through CREST on Monday,
15 December 2014 by the creation of a payment obligation in favour
of the ZDP Shareholder's payment bank in accordance with the CREST
payment arrangements. In respect of all other ZDP Shareholders, it
is expected that a cheque drawn on a branch of a UK clearing bank
for an amount equal to the Final Capital Entitlement payable in
relation to the ZDP Shares held by that ZDP Shareholder will be
sent by first class mail, by not later than Friday, 19 December
2014, to the last postal address for that shareholder recorded in
the Company's register of members.
After payment of the Final Capital Entitlement, any existing
credit of ZDP Shares in any stock account in CREST will be
redundant and any existing certificates in respect of ZDP Shares
will cease to be of value.
Expected Timetable
2014
Record date for the Final Capital 5.00 p.m. on Thursday, 11
Entitlement December
Admission of the ZDP Shares to
the Official List and trading
of the ZDP Shares on the London
Stock Exchange's Main Market suspended
and register of ZDP Shareholders 7.30 a.m. on Friday, 12
closed December
ZDP Shareholders' Meeting 12 noon on Friday, 12 December
General Meeting 12.01 p.m.(1) on Friday,
12 December
In respect of ZDP Shares held
in uncertificated form, relevant
CREST accounts credited with the
Final Capital Repayment(2) Monday, 15 December
In respect of ZDP Shares held
in certificated form, cheques
in respect of the Final Capital
Entitlement despatched to ZDP
Shareholders entitled thereto(2) Friday, 19 December
Admission of the ZDP Shares to
the Official List and trading
of the ZDP Shares on the London 8.00 a.m. on Friday, 19
Stock Exchange's Main Market cancelled(2) December
Notes:
(1) Or, if later, such time as the ZDP Shareholders' Meeting
shall have concluded or been adjourned.
(2) Conditional on the resolutions to be proposed at the
Meetings being passed.
(3) All times referred to in this announcement are, unless
otherwise stated, references to London time.
Circular to Shareholders
The Company will post today a circular to Shareholders setting
out full details of the Proposals and convening the ZDP
Shareholders' Meeting and the General Meeting at which the
requisite Shareholder approvals will be sought. A copy of that
circular will be submitted to the National Storage Mechanism later
today and will be available for inspection at
www.morningstar.co.uk/uk/nsm. Copies of the circular will also be
available for viewing at www.fandc.com/fandc-private-equity-trust/
and for collection from the Company's registered office at 80
George Street, Edinburgh EH2 3BU.
Enquiries
Hamish Mair (Fund Manager)/ F&C Investment Business T: 0131 718
Gordon Hay Smith (Company Limited 1184/
Secretary) 0131 718 1018
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Articles" the articles of association of the Company
"Board" the board of Directors, including any duly constituted
committee thereof
"Company" F&C Private Equity Zeros plc
"Directors" the directors of the Company
"F&C PET" F&C Private Equity Trust plc
"Final Capital Entitlement" 152.14p per ZDP Share payable to ZDP Shareholders on 15
December 2014
"General Meeting" the general meeting of the Company convened for Friday, 12
December 2014 at 12.01 p.m. (or,
if later, such time as the ZDP Shareholders' Meeting shall
have concluded or been adjourned)
"Liquidators" Derek Neil Hyslop and Colin Peter Dempster, both of Ernst &
Young LLP, Ten George Street,
Edinburgh EH2 2DZ
"London Stock Exchange" London Stock Exchange plc
"London Stock Exchange's Main Market" or "Main Market" the London Stock Exchange's market for listed securities
"Meetings" the ZDP Shareholders' Meeting and/or the General Meeting (as
the context may require)
"Official List" the list maintained by the Financial Conduct Authority
pursuant to Part VI of the Financial
Services and Markets Act 2000
"Ordinary Shareholders" holders of Ordinary Shares
"Ordinary Shares" ordinary shares of 100p each in the capital of the Company
"Proposals" the proposals for the recommended members' voluntary
winding-up of the Company and payment
of the Final Capital Entitlement to ZDP Shareholders on 15
December 2014, details of which
are set out in this announcement
"Shareholders" holders of Shares
"Shares" Ordinary Shares and/or ZDP Shares (as the context may require)
"Winding-up Resolution" the resolution to place the Company into members' voluntary
liquidation and appoint the Liquidators
to be proposed at the General Meeting
"ZDP Shareholders" holders of ZDP Shares
"ZDP Shareholders' Meeting" the separate general meeting of ZDP Shareholders convened for
Friday, 12 December 2014 at
12 noon
"ZDP Shares" zero dividend preference shares of 0.01p each in the capital
of the Company
This information is provided by RNS
The company news service from the London Stock Exchange
END
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