TIDMRDL TIDMRDLZ
RNS Number : 8457A
RDL Realisation PLC
03 June 2019
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation, or the solicitation of an offer, to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Proposal or otherwise.
Not for release, publication or distribution, in whole or in
part, directly or indirectly in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of that jurisdiction.
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation (EU) 596/2014.
For immediate release.
RDL Realisation PLC (the "Company")
RDLZ Realisation PLC ("ZDP Co")
3 June 2019
Proposal to bring forward the winding up of the Company's
subsidiary, ZDP Co, and related amendment of the amounts payable in
respect of the zero dividend preference shares issued by ZDP Co
(the "ZDP Shares")
As announced on 17 September 2018, in the context of the ongoing
process of the orderly realisation of the assets of the Company,
the Board of the Company (the "Board") formed a ZDP Committee to
analyse, consider and implement the Company's actions with respect
to the ZDP Shares issued by ZDP Co.
The ZDP Committee of the Company and the Board of ZDP Co (the
"ZDP Board") are pleased to announce that they have finalised the
terms of a proposal (the "Proposal") pursuant to which, subject to
required approvals by holders of ZDP Shares (the "ZDP
Shareholders"):
-- The Company and the ZDP Co Board will take the steps
necessary to place ZDP Co into a members' voluntary winding up on a
new ZDP Repayment Date, which will be 20 June 2019; and
-- ZDP Shareholders will receive a Final Capital Entitlement of
121.7652 pence per ZDP Share as increased by such daily amount as
gives an entitlement to 121.8887 pence per ZDP Share at 20 June
2019, the first such increase to be deemed to have occurred on 4
June 2019 and the last to occur on 19 June 2019 (the "Revised Final
Capital Entitlement").
The Proposal is conditional upon the approval by ZDP
Shareholders of special resolutions at a class meeting. A circular
(the "Circular") convening such a class meeting of ZDP Shareholders
to be held on 20 June 2019 (the "ZDP Class Meeting") to consider,
and if thought fit, approve the special resolutions required to
implement the Proposal will be published and sent to the ZDP
Shareholders today.
The Company and ZDP Co have received undertakings to vote in
favour of the resolutions to be proposed at the ZDP Class Meeting
from holders of approximately 64.5 per cent. of the total number of
ZDP Shares in issue. The Company does not propose to vote the
7,278,193 ZDP Shares held by it in relation to the Proposal,
representing approximately 13.7 per cent. of the total number of
ZDP Shares in issue.
The effect of the Proposal
The Proposal, if all the resolutions are passed at the ZDP Class
Meeting, will result in all ZDP Shareholders (other than the
Company, which has irrevocably waived its right to such
entitlement) receiving the Revised Final Capital Entitlement on the
new ZDP Repayment Date whether or not they voted in favour of the
resolutions at the ZDP Class Meeting. The expected Revised Final
Capital Entitlement of 121.8887 per ZDP Share is less than the
existing Final Capital Entitlement of 127.63 pence per ZDP Share
but is greater than the amount of 115.1433 pence per ZDP Share
which would otherwise have accrued as at 20 June 2019 (the "Accrued
Capital Entitlement").
The Revised Final Capital Entitlement represents an
approximately 5.9 per cent. premium to the Accrued Capital
Entitlement. The new ZDP Repayment Date is more than two years
earlier than the existing ZDP Repayment Date and, accordingly,
relative to the original issue price of 100 pence per ZDP Share,
the Revised Final Capital Entitlement is equivalent to a gross
redemption yield of approximately 7.1 per cent. for ZDP
Shareholders who participated in the original placing of ZDP
Shares.
If the listing and trading of ZDP Shares is not then still
suspended, an application will be made to the UK Listing Authority
to suspend the listing of the ZDP Shares on the Standard segment of
the Official List and to the London Stock Exchange to suspend
trading of the ZDP Shares on the Main Market of the London Stock
Exchange, in each case with effect from 7.30 am on 20 June 2019. In
addition, the Company will apply to the UK Listing Authority to
cancel the listing of the ZDP Shares on the Standard segment of the
Official List and to the London Stock Exchange to cancel trading of
the ZDP Shares on the Main Market with effect from 8.00 am on 21
June 2019, conditional only the resolutions to be proposed at the
ZDP Class Meeting and the related general meeting of ZDP Co
described below being passed.
ZDP Shareholders or shareholders in the Company who are in doubt
as to the contents of this announcement or as to the action to be
taken should immediately seek their own personal financial advice
from an appropriately qualified independent adviser authorised
under the Financial Services and Markets Act 2000.
The Company has agreed to reimburse legal costs and expenses
incurred in connection with the position of ZDP Shareholders in an
amount of GBP74,901.60 in total.
ZDP Class Meeting and ZDP Co general meeting
As described above, the Proposal is conditional on the approval
by ZDP Shareholders of special resolutions at the ZDP Class Meeting
which has been convened for 20 June 2019. The ZDP Shareholders will
be asked to vote on special resolutions to approve the variation to
the rights attached to the ZDP Shares resulting from the amendments
to the articles of association of ZDP Co, certain amendments to the
terms of the undertaking between the Company and ZDP Co and the
commencement of the voluntary winding up of ZDP Co, in each case as
required to implement the Proposal.
If the resolutions are duly approved at the ZDP Class Meeting, a
general meeting of ZDP Co will be held (the "General Meeting") at
which the Company (as the sole holder of ordinary shares in ZDP Co)
will pass the resolutions required to approve the amendments to the
articles of association of ZDP Co required to implement the
Proposal, a Scheduled Winding-Up Resolution to place ZDP Co into
voluntary winding up and to appoint Liquidators of ZDP Co.
Expected timetable
Latest time and date for receipt 18 June 2019 at 9.30 am
of proxy instructions from ZDP
Shareholders (electronically
or through CREST) for use at
the ZDP Class Meeting
Record date for the Revised 19 June 2019 at 6.00 pm
Final Capital Entitlement
If not then suspended, suspension 20 June 2019 at 7.30 am
of admission of the ZDP Shares
to the Standard segment of the
Official List and trading of
the ZDP Shares on the main market
of the London Stock Exchange,
ZDP Shares disabled in CREST
and register of ZDP Shareholders
closed
ZDP Class Meeting 20 June 2019 at 9.30 am
General Meeting 20 June 2019 at 9.35 am
Liquidation of the Company commences 20 June 2019, on passing of
and Liquidators appointed resolution
to wind up ZDP Co at the General
Meeting
CREST accounts for ZDP Shares 21 June 2019
held in uncertificated form
credited with Revised Final
Capital Entitlement
Cheques for Revised Final Capital 21 June 2019
Entitlement despatched to ZDP
Shareholders holding ZDP Shares
in certificated form
Cancellation of admission of 21 June 2019 at 8.00 am
the ZDP Shares to the Standard
segment of the Official List
and trading of the ZDP Shares
on the main market of the London
Stock Exchange
*If later, the General Meeting will commence as soon as the
Class Meeting has concluded.
Each of the times and dates in the expected timetable above may
(where permitted by law) be extended or brought forward without
further notice. If any of the above times and/or dates change, the
revised time(s) and/or date(s) will be notified to the ZDP
Shareholders by an announcement through a Regulatory Information
Service.
All references to times in this document are to London time.
This announcement does not contain all of the information which
is contained in the Circular. ZDP Shareholders should read the
Circular in full and, if they are in doubt as to the contents of
this announcement or as to the action to be taken, should
immediately seek their own personal financial advice from an
appropriately qualified independent adviser authorised under the
Financial Services and Markets Act 2000.
Terms used and not defined in this announcement have the
meanings given in the Circular unless the context otherwise
requires.
This announcement has been arranged by Dominik Dolenec,
Chairman, RDL Realisation Plc and Brendan Hawthorne, Chairman, RDLZ
Realisation Plc.
For further information, please contact:
Link Company Matters Limited
Secretary +44 (0)1392 477500
Liberum Capital Limited
Joshua Hughes
Owen Matthews +44 (0)20 3100 2000
RDL Realisation plc LEI: 549300VGZSKYQ7C2U221
RDLZ Realisation plc LEI: 5493009K2K3DB5ZTBD75
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
UPDZMGGVZZDGLZM
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June 03, 2019 02:00 ET (06:00 GMT)
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