St Peter Port Capital Limited Disposal of the Company's Investment Portfolio (8687H)
06 August 2021 - 8:20PM
UK Regulatory
TIDMSPPC
RNS Number : 8687H
St Peter Port Capital Limited
06 August 2021
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
St Peter Port Capital Limited (the "Company")
Disposal of the Company's Investment Portfolio
On 15 February 2021 the Board announced an auction process to
facilitate the disposal of all the Company's investments. The Board
stated that, following completion of the process, it would seek to
return the net cash so realised to shareholders as a return of
capital, having made provision for a subsequent orderly
liquidation. It was envisaged that consent would be sought for the
appointment of a liquidator and cancellation of the Company's
admission to trading on AIM. On 2 June 2021 the Board updated
shareholders on the auction process, including its appointment of
an auction agent and the expected timetable.
Further to these announcements, the Board has today concluded a
sale and purchase agreement with RAB Capital Holdings Limited ("RAB
Capital") whereby RAB Capital has acquired the portfolio of
investments held by the company for a cash consideration of
GBP2,200,000 (the "Disposal"). The Disposal encompasses all the
portfolio save for shares in companies believed by the Board to
have become insolvent with nil value. Following the Disposal the
only asset of value held by the Company other than the sale
proceeds is GBP103,000 in cash.
Individual cash offers were received for various holdings in the
portfolio, but the offer by RAB Capital represented the highest
cash proceeds net of costs to conclude the sale of the portfolio.
The proceeds of GBP2,200,000 compare with an unaudited book value
of the investments being disposed of GBP9,445,000 as at the last
published balance sheet of 30 September 2020 in the Company's
interim results. The level of proceeds is therefore at a large
discount to this book valuation reflecting the circumstances of the
sale. However, the difficulty for the Board was that there was
little prospect of a significantly better realisation being
achieved in the short to medium term.
In particular, the largest holding by book value, Brazil Potash,
has had difficulties progressing the necessary major fund-raising
to construct its mine whilst Brazil continues to have a serious
problem with Covid. Foreign investors and professionals are likely
to remain reluctant to or barred from visiting the area until this
abates. The second largest holding by book value, Buried Hill, also
awaits a full resolution of its licence position following the
accord between Turkmenistan and Azerbaijan. No holding in the
portfolio offered good prospects of uplift in the short to medium
term.
The schedule of assets being sold is detailed below.
The Disposal will enable the Company to liquidate and return its
remaining cash to shareholders. It is expected that the Company
will return approximately GBP2,170,000, representing about 3.38
pence per share. The Board intends to publish a circular in due
course, tabling resolutions to cancel the Company's shares from
trading on AIM and appoint a liquidator to effect a members'
voluntary liquidation.
For further information:
St Peter Port Capital Limited
Lynn Bruce, Director +44 (0) 1481 724 222
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett +44 (0) 20 7383 5100
Fourth Ventures Limited (auction agent)
Simon Ramery +447500 873 833
Schedule of Assets Being Sold
(1) (2) (3)
Name of Company or Asset Class Number of Shares /
Borrower (as applicable) Number of Warrants
and Registered Office / Principal Amount
Address of Loan Outstanding
(as applicable)
Brazil Potash Corp. Shares 2,934,181
------------------------ -------------------------------
Buried Hill Energy
(Cyprus) Plc Shares 2,314,667
------------------------ -------------------------------
iQur Limited Shares 165,942
------------------------ -------------------------------
SeeCubic Inc Shares 1,066,246
------------------------ -------------------------------
SeeCubic Inc Warrants 29,167
------------------------ -------------------------------
Red Flat Nickel Corp. Loan / USD USD 26,310,000
------------------------ -------------------------------
SeeCubic Inc Loan notes / USD USD 35,000
------------------------ -------------------------------
Celadon Mining Limited Shares 11,055,555
------------------------ -------------------------------
EastSiberian PLC Shares (suspended) 415,000
------------------------ -------------------------------
International Goldfields
Ltd. Shares (suspended) 14,727,623
------------------------ -------------------------------
Kerogen Shale Limited Shares 117,291
------------------------ -------------------------------
MinCore Inc Shares 7,540,000
------------------------ -------------------------------
Nusantara Energy Limited Shares 862,488
------------------------ -------------------------------
Royal Coal Corp. Shares (suspended) 4,000,000
------------------------ -------------------------------
St Peter Port Capital Shares 100% interest being
(RFN) Limited sold
3rd Floor, 1 Le Truchot, Holder of an 80% shareholding
St Peter Port, Guernsey interest in Red Flat
GY1 1WD Nickel Corporation
------------------------ -------------------------------
Shares (in creditors'
TMO Renewables voluntary liquidation 3,598,125
------------------------ -------------------------------
Union Minerals Group Shares 1,000,000
------------------------ -------------------------------
StreamTV Inc Shares 1,007,913
------------------------ -------------------------------
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