TIDMGULF
RNS Number : 9121L
GCP Sovereign Infrastructure Debt
10 July 2014
10 July 2014
GCP Sovereign Infrastructure Debt Limited (the "Company")
Publication of Circular and Notice of Extraordinary General
Meeting
Introduction
The Company announces that it will today post a circular to
Shareholders giving notice of an extraordinary general meeting of
the Company to be held at 12 Castle Street, St. Helier, Jersey, JE2
3RT at 10.00 a.m. on 7 August 2014 (the "Circular").
As announced by the Company on 18 June 2014, following a
strategic review of the Company's options and consultation by the
Company's advisers with Shareholders holding approximately 92 per
cent. of the issued share capital of the Company, the Board has
resolved that it is in the best interests of Shareholders as a
whole to: (i) recommend a voluntary winding-up of the Company; and
(ii) conditional upon Shareholders approving such recommendation,
cancel the trading of the Ordinary Shares on the London Stock
Exchange (Specialist Fund Market).
The Company has made an application to the London Stock Exchange
for the cancellation of the admission of the Ordinary Shares to
trading on the London Stock Exchange (Specialist Fund Market) (the
"Cancellation"). The Cancellation is conditional on Shareholders
approving the Resolution at the Extraordinary General Meeting.
The Proposals
The Proposals, which are unanimously recommended by the Board,
are that, conditional upon the Cancellation taking effect:
(a) the memorandum of association of the Company be amended and
the Company adopt the New Articles to introduce a new class of
shares to be known as B Ordinary Shares;
(b) the 50 million existing Ordinary Shares beneficially held by
Osool Asset Management B.S.C. as at 9 July 2014 be automatically
converted to B Ordinary Shares immediately following the
Cancellation (the "Conversion");
(c) the affairs of the Company be wound up and the Company be
put into voluntary liquidation.
The B Ordinary Shares will have the rights and obligations set
out in the New Articles. On a winding-up of the Company, the
holders of B Ordinary Shares shall rank pari passu with the holders
of Ordinary Shares until payment of US$0.987 per Ordinary Share and
B Ordinary Share is made, following which all remaining monies
(anticipated to be approximately US$0.013 per Ordinary Share) shall
be distributed to the holders of Ordinary Shares. The B Ordinary
Shares will rank pari passu in all other respects with Ordinary
Shares and there will be no change to the rights of the holders of
Ordinary Shares.
Any Ordinary Shares beneficially held by Osool Asset Management
B.S.C. as at 9 July 2014 subsequently transferred to a third party
will still automatically convert into B Ordinary Shares immediately
following the Cancellation. Any person acquiring Ordinary Shares
after 9 July 2014 is recommended to make enquiries of the vendor,
or to the stockbroker, bank or other agent through whom the sale or
transfer is being effected to ascertain whether or not such
Ordinary Shares were beneficially held by Osool Asset Management
B.S.C. as at 9 July 2014 and will therefore automatically convert
into B Ordinary Shares immediately following the Cancellation.
The Contribution
The Investment Adviser has also agreed, subject to the passing
of the Resolution at the Extraordinary General Meeting and the
completion of the Cancellation, to make a cash contribution to the
Company of approximately US$2.7 million immediately following the
Cancellation (the "Contribution"). The amount of the Contribution
is intended to be equal to:
(a) the costs incurred at IPO (net of the placing commission
rebate made by Exotix Partners LLP (in its capacity as
co-bookrunner) to Osool Asset Management B.S.C at the time of the
IPO); and
(b) the Company's on-going running costs for the period from the
date of the IPO to the date of the Extraordinary General
Meeting.
The Contribution is subject to the passing of the Resolution at
the Extraordinary General Meeting and the completion of the
Cancellation.
Accordingly, following completion of the Conversion and the
Investment Adviser making the Contribution to the Company, the
Board currently anticipates that, on the liquidation of the
Company:
(i) holders of B Ordinary Shares (being those Ordinary Shares
held by Osool Asset Management B.S.C. as at 9 July 2014) will
receive US$0.987 per B Ordinary Share; and
(ii) holders of Ordinary Shares (being those Ordinary Shares not
held by Osool Asset Management B.S.C. as at 9 July 2014) will
receive US$1.00 per Ordinary Share.
Shareholders should note that the figures set out above are
estimates of the amounts they will receive on a winding-up of the
Company. There can be no guarantee the Shareholders will receive
such amounts. The amount of the Contribution shall not be increased
should the monies available for distribution by the Company to
Shareholders on a liquidation be less than such amounts.
Indications of support
To date, the Company has received indications of support in
favour of the Resolution from Shareholders holding in excess of 65
per cent. of the total voting rights of the Company.
Dealings, settlement and the Cancellation
The Register will be closed and the Ordinary Shares will be
disabled in CREST at the close of business on 6 August 2014 and, to
be valid, all transfers of Ordinary Shares must be lodged before
that time. The last day for trading in the Ordinary Shares on the
London Stock Exchange (Specialist Fund Market) for normal
settlement (in order to enable settlement prior to the close of the
Register) will be 1 August 2014. As from 1 August 2014, dealings
should be for cash settlement only and will be registered in the
normal way if the transfer, accompanied by documents of title, is
received by the Registrar by 6.00 p.m. on 6 August 2014. Transfers
received by the Registrar after 6.00 p.m. on 6 August 2014 will be
returned to the person lodging them.
It is expected that trading in the Ordinary Shares on the London
Stock Exchange (Specialist Fund Market) will be suspended from 7.30
a.m. on 7 August 2014 and that cancellation of the admission of the
Ordinary Shares to trading on the London Stock Exchange (Specialist
Fund Market) will, if the Resolution is approved by Shareholders,
take effect at 8.00 a.m. on 8 August 2014.
Expected timetable
Latest time and date for receipt 10.00 a.m. on 5 August 2014
of Forms of Proxy
Latest time and date for receipt 10.00 a.m. on 5 August 2014
of CREST Proxy Instructions
Suspension of the admission of the 7.30 a.m. on 7 August 2014
Ordinary Shares to trading on the
London Stock Exchange (Specialist
Fund Market)
Extraordinary General Meeting 10.00 a.m. on 7 August 2014
Announcement of the results of the 7 August 2014
Extraordinary General Meeting
Last day the Ordinary Shares are 7 August 2014
admitted to trading on the London
Stock Exchange (Specialist Fund Market)*
Cancellation of the admission of 8.00 a.m. on 8 August 2014
the Ordinary Shares to trading on
the London Stock Exchange (Specialist
Fund Market)*
Distribution to Shareholders following 14 August 2014
the voluntary winding-up of the Company
expected to be made on or around
Each of the times and dates in the above expected timetable may
be extended or brought forward without further notice.
*Subject to the Resolution being approved at the Extraordinary
General Meeting.
The Circular has been submitted to the National Storage
Mechanism and will shortly be available from the website
www.morningstar.co.uk/uk/nsm and on the Company's website
(www.gcpuk.com/gcp-sovereign-infrastructure-debt-ltd).
Copies of the Circular and the New Articles are available for
inspection at the registered office of the Company and the offices
of Wragge Lawrence Graham & Co LLP at 4 More London Riverside,
London SE1 2AU.
Capitalised terms in this announcement have the same meaning as
in the Circular (unless the context otherwise requires).
Enquiries:
Gravis Capital Partners
LLP
+44 (0)20 7518
Stephen Ellis 1495
+44 (0)20 7518
Rollo Wright 1493
Cenkos Securities
+44 (0)20 7397
Dion Di Miceli 1921
+44 (0)20 7397
Tom Scrivens 1915
Buchanan
+44 (0)20 7466
Charles Ryland 5000
Sophie McNulty
This information is provided by RNS
The company news service from the London Stock Exchange
END
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