TIDMLCA
RNS Number : 0604G
Low Carbon Accelerator Limited
31 May 2013
31 May 2013
LOW CARBON ACCELERATOR LIMITED
(the "Company")
Recommended proposals for the cancellation from AIM, voluntary
winding up of the Company and posting of Circular to
Shareholders
The Company has today posted a Circular to Shareholders
convening an Extraordinary General Meeting ("EGM")to take place at
Ogier House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA
at 10.30 a.m. on 1 July 2013 to consider the board's proposals for
the cancellation of the Company's admission to AIM and the
voluntary winding up of the Company.
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of its intention to cancel the
admission of the Ordinary Shares to trading on AIM, subject to
Shareholder approval. Under the AIM Rules, it is a requirement that
the Cancellation is approved by the requisite majority of
Shareholders voting at the EGM (being not less than 75 per cent. of
the votes cast).
Subject to the Resolution approving the Cancellation being
passed at the EGM, it is anticipated that Cancellation will take
effect on 2 July 2013. Further details of the proposals are set out
below.
Enquiries:
Company Advisor
------------------------------ --------------------
Steve Mahon +44 (0)20 7631 2630
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Grant Thornton UK LLP
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Colin Aaronson or Jen Clarke +44 (0)20 7383 5100
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Introduction
On 15 January 2013, Low Carbon Accelerator Limited announced
that it had entered into a Stock Purchase Agreement with Sterling
Planet Holdings, Inc. to sell its entire holdings in Sterling
Planet Holdings, Inc., Lumenergi, Inc. and Vigor Renewables Limited
(the "Assets") for a total cash consideration of US$4.4m
(c.GBP2.74m), representing the disposal of substantially all of the
value in the Company's portfolio. As announced on 15 January 2013,
the Company is writing to Shareholders to outline its plans for the
distribution of capital, the liquidation of the Company and the
cancellation of LCA's admission to trading on AIM.
The Board has today announced that the Company would convene a
meeting of Shareholders in order to consider the Board's
recommended proposals for the voluntary winding up of the Company.
A Circular has been posted to Shareholders explaining why the Board
is seeking approval for the cancellation of admission of the
Company's Shares to trading on AIM and for the Company to be placed
into liquidation (the "Proposals").
The voluntary winding up of the Company is conditional on the
approval of Shareholders at the EGM convened to be held at 10.30
a.m. on 1 July 2013.
If Shareholders approve the Proposals, the admission of the
Shares to AIM will be cancelled and the Company will be placed in
members' voluntary liquidation in accordance with the provisions of
the Law and that the cash proceeds of the Liquidation made
available for distribution to Shareholders. If Shareholders do not
approve the Proposals, the Directors will consider what further
action to take at that time.
Background to the Proposals
The Company is a closed-ended investment company which is
incorporated in Guernsey and which is managed by Low Carbon
Investors Limited (the "Manager"). The Company was incorporated
with limited liability in Guernsey under the Law on 26 September
2006 with registered number 45536 and was admitted to trading on
AIM on 11 October 2006, having raised by way of a placing
GBP44,500,000 through the issue of 44,500,000 Shares at GBP1
each.
The Company's investment mandate was to provide Shareholders
with an attractive return on their investment primarily through
significant minority holdings in a diverse portfolio of unquoted
private companies providing low carbon products and services. The
Company executed this strategy by building a portfolio of
investments in potentially high growth businesses which were early
stage in nature, being either pre-revenue or yet to achieve
profitable operation.
Reasons for the Liquidation
On 19 September 2011, the Company announced that Proven Energy
Limited, which represented the Company's largest investment, had
been placed in receivership.
Largely as a result of the write-down of its investment in
Proven Energy Limited, the NAV of the Company and its subsidiaries
(together the "Group") as at 30 November 2011 was GBP24.3 million,
equivalent to 28.2 pence per Ordinary Share, equating to a 53.3%
decrease on the 30 November 2010 Adjusted NAV of 60.3 pence per
Ordinary Share.
After consultation with major shareholders, and in view of the
length of time which LCA has already held its investments and the
current sub-scale nature of the fund, the Company, with the support
of the Manager, announced its decision to implement a programme of
planned realisations to deliver liquidity to shareholders.
On 27 April 2012, the Company announced the appointment of
Cogent Partners to assist in the marketing and sale of the LCA
portfolio. The Company has been actively marketing its assets since
May 2012 in a process managed by Cogent Partners. Potential
purchasers were identified and after a period of detailed due
diligence and negotiation of terms, the Company has agreed to sell
the Assets to Sterling Planet Holdings, Inc.
In proposing that the Company be wound up, the Directors have
had regard for the limited trading in the Shares, the decreasing
level of interest from investors in the Company as well as the
increasing proportion of the Company's value that would be expended
on the operating costs of the Company. In addition, the Directors
have taken account of the following factors:
-- the desire on the part of some shareholders to realise their
investment in cash; and
-- liquidation of the Company would enable Shareholders to
dispose of their Shares free of dealing costs.
Liquidation of the Company
As noted above, it is proposed that the investment portfolio
will be fully realised and it is therefore proposed that the
Company be placed in members' voluntary liquidation in accordance
with the provisions of the Law and that the Company's net assets
available for distribution on such winding up be distributed to
Shareholders.
The Liquidators will set aside sufficient assets in a
Liquidation Fund to meet the Company's liabilities including the
estimated costs of the Proposals. The Liquidators will also provide
in the Liquidation Fund for a Retention, which they consider
sufficient to meet any contingent and unknown liabilities of the
Company. This Retention is currently expected not to exceed
GBP100,000.
On the basis of the unaudited net asset value of the Company as
at 30 April 2013, the assets of the Company available for
distribution on liquidation would be approximately GBP3,437,000
(which amount includes provision for the Liquidation Fund), which
is equivalent to approximately 3.99 pence per Share in issue
although the amount finally distributed may be different from the
amounts indicated above due to a variety of factors including the
ongoing costs payable during the liquidation and settlement of any
currently unknown or contingent liabilities. As at the date of
posting, the Company is awaiting the final payment from Sterling
Planet of $1.2m, due on 17 July 2013.
Liquidation distribution(s)
The appointment of the Liquidators and the commencement of the
winding up of the Company will take effect immediately upon the
passing of the Resolution. The Liquidators expect to make an
initial capital distribution to Shareholders on the Register at the
close of business on 1 July 2013 on or around 2 September 2013. Any
unutilised amount within the Liquidation Fund will potentially be
available for future distributions to Shareholders.
Dealings and Guernsey regulatory notification
Application will be made to AIM for dealings in the Shares to be
suspended on AIM at 7.00 a.m. on 1 July 2013.
The Register will be closed at the close of business on 1 July
2013 and the Shares will also be disabled in CREST at the close of
business on 1 July 2013. Transfer requests received after the
Register has been closed will be returned to the person lodging
them.
After the liquidation of the Company and the making of any final
distribution, existing certificates in respect of Shares will cease
to be of value and any existing credit of Shares in any stock
account in CREST will be redundant.
If the Resolution is approved, it is the Company's intention to
apply to cancel the admission of the Shares to trading on AIM and
it is expected that such admissions will be cancelled on 2 July
2013.
The Guernsey Financial Services Commission has already been
notified of the intention for the Company to delist, surrender its
authorisation as a closed-ended collective investment scheme in
Guernsey and pursue a members' voluntary winding-up and will be
updated should the proposals be implemented.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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