TIDMRC2
RNS Number : 5235V
Reconstruction Capital II Ltd
31 January 2017
31 January 2017
Reconstruction Capital II Limited
Proposed Return of Capital to Shareholders
Reconstruction Capital II Limited (the "Company") today
announces that it has posted an explanatory circular (the
"Circular") to Shareholders proposing to return a total of EUR17
million representing approximately EUR0.115 pence per Share to
Shareholders by way of an issue of redeemable B Shares.
Return of Capital
To effect the Return of Capital (subject to approval of all
resolutions at the Extraordinary General Meeting)
- Shareholders will be issued with one B Share with a nominal
value of EUR1.00, for every 8.685 Shares held on 23 February
2017
- It is expected that the B Shares will be redeemed on or around
14 April 2017 and Shareholders will receive EUR1.00 for each B
Share on redemption
- Shareholders are being provided with the option to request an
earlier redemption date for their B Shares with redemption requests
to be received no later than 10.00 a.m. on 23 February 2017
The Circular includes a notice of the Company's Extraordinary
General Meeting which is to be held at 10.00 a.m. at the offices of
Sanne Trust Company Limited at 13 Castle Street, St Helier, Jersey
JE4 5UT at 10.00 a.m. on Thursday 23 February 2017.
The information contained below has been extracted from, and
should be read in conjunction with, the Circular. Capitalised terms
used but not defined in this announcement will have the same
meaning as set out in the Circular. The Circular will also be
posted on the Company's website:
http://www.reconstructioncapital2.com/
For further information, please contact:
Reconstruction Capital II Limited
Ion Florescu/Anca Moraru
Tel: +40 21 3167680
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett/Carolyn Sansom
Tel: +44 (0) 20 7383 5100
Panmure Gordon (UK) Limited (Broker)
Paul Fincham/Jonathan Becher
Tel: +44 (0) 20 7886 2500
Proposed Return of Capital to Shareholders
Introduction
On 30 November 2016, at the same time as seeking authority from
Shareholders to continue the life of the Company by convening an
annual general meeting, the Directors announced their intention to
return the majority of the proceeds from the Company's sale of its
shareholding in Albalact S.A. to Shareholders. On 22 December 2016,
the Company announced the result of the annual general meeting
where Shareholders voted to continue the life of the Company for a
further two years until 2018. The purpose of the Circular is to set
out the Board's proposals for the return of approximately EUR17
million of the net proceeds of the disposal to Shareholders,
equivalent to approximately EUR0.115 per Share.
The Return of Capital is being made by means of a redeemable
share structure involving the issue of B Shares. Subject to
Shareholder approval at an Extraordinary General Meeting to be held
at 10.00 a.m. on 23 February 2017, it is proposed that Shareholders
will receive redeemable shares (known as B Shares) which would then
be redeemed for cash at the option of the Directors of the
Company.
The B Share Proposals
Under the terms of the B Share proposals, Shareholders will
receive 1 B Share with a nominal value of EUR1.00, for every 8.685
Shares held on 23 February 2017. It is expected that the B Shares
will be redeemed on or around 14 April 2017 and Shareholders will
receive EUR1.00 for each B Share on redemption. The B Shares will
not be admitted to the London Stock Exchange's AIM market nor will
the B Shares be admitted to trading on any recognised securities
investment exchange.
The Directors have been advised that under Cayman law, the
Company may capitalise any sum standing to the credit of any of the
Company's reserve accounts which are available for distribution
(including its share premium account) by the creation and issue of
shares and treat the subsequent redemption of those shares at their
par value as a payment out of capital.
The Directors have been further advised that under UK law, the
tax treatment in the UK should follow the treatment of the
redemption in Cayman and therefore that UK tax payers may treat the
redemption of the B Shares as a capital receipt. Shareholders
should consult an appropriate independent professional adviser to
determine how the return of proceeds will be treated in their hands
for tax purposes.
If the Resolutions are approved at the Extraordinary General
Meeting, the Directors will subsequently capitalise the Company's
share premium account in accordance with the Articles by applying
the share premium towards the issue of the newly created
redeemable, non-voting, transferable B Shares fully paid up at
their nominal value.
Extraordinary General Meeting and summary explanation of the
Resolutions
The Return of Capital will be implemented by an ordinary
resolution and two special resolutions respectively authorising the
Directors to:
1. increase the Company's authorised share capital from
EUR3,000,000 divided into 300,000,000 Ordinary Shares having a
nominal value of EUR0.01 each to EUR20,000,000 divided into
300,000,000 Ordinary Shares with a nominal value of EUR0.01 each
and 17,000,000 non-voting, transferable B Shares with a nominal
value of EUR1.00 each by the creation of an additional 17,000,000
non-voting, transferable B Shares having a nominal value of EUR1.00
(the "Increase");
2. issue the B Shares as redeemable shares; and
3. amend the capital clause of the Memorandum and article 4.1 of
the Articles to reflect the Increase and that the amended and
restated articles be adopted in substitution for the Company's
existing Memorandum and Articles.
Action to be taken by Shareholders
Shareholders are requested to complete and return the Form of
Proxy enabling them to vote at the Extraordinary General Meeting in
accordance with the instructions printed on it to the Company's
Registrars, Sanne Fiduciary Services Limited, so as to arrive no
later than 10.00 a.m. on 21 February 2017. Completion and return of
the form of proxy will not affect the right to attend in person and
vote at the Extraordinary General Meeting should you so wish.
Redemption of the B Shares
The Company intends to redeem the B Shares on or around 14 April
2017.
If Shareholders would prefer the Directors to consider an
earlier redemption date for their B Shares, then Shareholders
should complete and return the enclosed Early Redemption Request
Form in accordance with the instructions printed on it to the
Company's Registrars, Sanne Fiduciary Services Limited, so as to
arrive no later than 10.00 a.m. on 23 February 2017. Early
Redemption Request Forms received after this date and time will not
be considered by the Company and the B Shares held by the relevant
Shareholder will be redeemed on the final redemption date, which is
intended to be 14 April 2017. The Directors expect to exercise
their discretion to redeem B Shares where early redemption has been
requested shortly after the B Shares have been issued. It is
expected that payments in respect of early redemption proceeds will
be made within 5 business days of 6 March 2017.
Shareholders whose Shares are not in their own name and who are
holding their Shares through Euroclear or Clearstream should not
execute the enclosed Form of Proxy (as well as the Early Redemption
Request Form or the Band Details Form) themselves. In such case,
please ask your custodian bank to instruct Euroclear or Clearstream
accordingly, as such forms are only valid if executed by, or on
behalf of, the registered holder of the shares. PLEASE NOTE: If you
are submitting forms through Euroclear or Clearstream there may be
earlier deadlines than the one stated in this notice so you should
contact your custodian bank or broker for information in this
regard.
If your Shares are registered in the name of your custodian or
broker, then the custodian or broker must sign and complete the
Form of Proxy (as well as the Early Redemption Request Form and the
Bank Details Form).
Recommendation
The Board considers that the Return of Capital is in the best
interests of the Company and its Shareholders as a whole and
unanimously recommends Shareholders to vote in favour of the
Resolutions to be proposed at the Extraordinary General Meeting, as
the Directors intend to do in respect of their own beneficial
holdings which, in aggregate, amount to 5,886,152 Shares
representing approximately 3.99 per cent of the issued share
capital of the Company.
Expected timetable of principal events
Date of Posting of Circular 30 January 2017
Record date for voting at Extraordinary 6.00 p.m. on 21 February
General Meeting 2017
Latest time for receipt of Forms of Proxy 10.00 a.m. on 21 February
2017
Extraordinary General Meeting 10.00 a.m. on 23 February
2017
Record Date for B Shares Entitlements 6.00 p.m. on 23 February
2017
Latest time for receipt of Early Redemption 10.00 a.m. on 23 February
Request Forms 2017
Credit share register with B Share Entitlements 24 February 2017
Final date for redemption of B Shares 14 April 2017
Definitions
In the Circular, unless the context otherwise requires, the
following expressions shall bear the following meanings:
Admission Document the document issued by the Company on 19
December 2005 relating to the admission of the Company's Shares to
trading on AIM
Adviser New Europe Capital SRL
Articles the articles of association of the Company as at the
date of the Circular
B Shares means the non-voting, transferable redeemable shares of
EUR1.00 each in the capital of the Company proposed to be issued on
the terms set out in Resolution 2
B Share Entitlements means the entitlements of those
Shareholders holding Ordinary Shares on the Record Date to be
issued B Shares pursuant to the terms and conditions set out in the
Circular;
Circular the document dated 30 January 2017, addressed to the
Shareholders
Company Reconstruction Capital II Limited
Directors or Board the directors of the Company from time to
time
Extraordinary General Meeting the Extraordinary General Meeting
of the Company to be held at the offices of Sanne Fiduciary
Services Limited at 13 Castle Street, St Helier, Jersey JE4 5UT on
23 February 2017
Memorandum the memorandum of association of the Company as at
the date of the Circular
Resolutions Resolutions 1, 2 and 3 to be put to the
Extraordinary General Meeting as detailed on page 11 of the
Circular and in the notice of the Extraordinary General Meeting
Return of Capital the transaction comprising the return of
approximately EUR17 million in cash to Shareholders by means of the
issue of B Shares
Shareholders holders of Shares
Share(s) or Ordinary Shares ordinary shares of EUR0.01 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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