Notice of EGM
21 November 2007 - 4:20AM
UK Regulatory
RNS Number:1442I
Thompson Clive Investments PLC
20 November 2007
Contact : Charles Fitzherbert, Director; Susan Thompson, Company Secretary
Tel: 020 7535 4900
_______________________________________________________________________
LETTER FROM THE CHAIRMAN
_______________________________________________________________________
Thompson Clive Investments plc
(Registered in England under number 1505311)
Directors Registered Office
Christopher Jones (Chairman and Non-Executive Director) 24 Bond Street
Charles Fitzherbert (Non-Executive Director) London
Peter Glossop (Non-Executive Director) W1S 4AW
Peter Longland (Non-Executive Director)
20 November 2007
Dear Shareholder
Recommended Proposed Voluntary Winding-Up of the Company
Introduction
In the Chairman's Statement to the interim report for the six months ended 30
June 2007, dated 3 September 2007, the Board announced that it intended to put
proposals to Shareholders for the voluntary winding-up of the Company. In the
meantime, the Board will continue to conduct the affairs of the Company in
accordance with its disinvestment objective. A Notice convening an Extraordinary
General Meeting of Shareholders to be held on 13 December 2007 for this purpose
is being sent to Shareholders. This document sets out the background to and the
details of the proposals and the meeting at which your approval will be sought
for the Resolutions required to place the Company in liquidation. The purpose of
this document is to explain why the Board of the Company is recommending that
you vote in favour of the Resolutions. Further details of the action to be taken
are set out at the end of this document. Shareholders are encouraged to complete
their Form of Proxy whether or not they intend to attend the meeting and return
it as soon as possible.
Background
Thompson Clive Investments plc is an investment company, principally taking up
venture capital holdings in unquoted companies.
The Company was incorporated on 1 July 1980 and initially raised #3 million. A
further #6 million was raised in 1984. Following the listing of the Company's
ordinary shares in September 1988, the Board has managed the affairs of the
Company so as to maintain its status as an authorised investment trust as
defined by section 842 of the Income and Corporation Taxes Act 1988.
In line with the Board's revised strategy announced on 28 October 2002, no new
investments have been made by the Company since June 2003. Since then, the
Company has realised most of its investments and returned the proceeds to
Shareholders, primarily through a series of tender offers which returned #52.4
million, and a total of #3.5 million enhanced dividends in 2006 and 2007.
As indicated to Shareholders in the interim report for the six months ended 30
June 2007 and in earlier annual reports, it is the Board's stated intention to
wind the Company down by 31 December 2007. It is therefore proposed to seek
Shareholder consent to put the Company into members' voluntary liquidation.
This course of action is the culmination of a five year programme of
realisations resulting from discussions with major Shareholders who wanted
liquidity in the medium term. It fulfils those Shareholders' wishes and it is
the Board's belief that it is addressing the interests of all Shareholders as
far as possible, whilst giving the greatest opportunity of maximising value on
realisation of investments. As at 8 November 2007, the Company held investments
with an aggregate value of #1,442,000 (principally comprising its investment in
Genitope), in addition to cash of #1,863,000 before payment of the final interim
dividend.
In the Chairman's Statement accompanying the 2006 annual report, the Board
stated that Genitope's phase III trials were expected to conclude in November
2007. The results are now expected in late December 2007 and, in the light of
this, the investment may not be realised before the end of 2007.
2007 Interim Results
For the six months ended 30 June 2007, the Company made a net loss of #700
(2006: net profit of #35,000) after providing for #50,000 for liquidation costs
due before the end of the year. These results should also be seen in the light
of the Company's continuing reduction in size during its last year as a going
concern, from total net assets of #7,472,000 at 30 June 2006 to #3,335,000 at 30
June 2007. During 2006, #2.26 million was distributed as dividends.
Last Interim Dividend
The Board declared a last interim dividend on 16 October 2007 of 50 pence per
Share or #1.26 million, payable on 16 November 2007 to all Shareholders on the
Register on 26 October 2007.
The Proposed Liquidation and Proposed Schedule
It is proposed that the Company will be wound up on 13 December 2007 and that
Jeremy Simon Spratt and Finbarr Thomas O'Connell of KPMG LLP be appointed
liquidators of the Company. From that point the Liquidators will take over
management of the Company from the Directors.
Based on the liquid assets of the Company as at 8 November 2007 (being the
latest practicable date prior to the publication of this document) and assuming
that the investment in Genitope is not sold pre-liquidation, the Board
anticipates that the Liquidators will make a first interim distribution to the
Shareholders of 15 pence per Share in the week commencing 17 December 2007. It
is expected that the Liquidators will reserve approximately #200,000 as a
provision against the Company's liabilities and contingent liabilities, which
includes a provision for taxation, the cost of implementing the proposals
(currently estimated at #86,000 including VAT) and any unknown claims.
Once appointed, the Liquidators will seek out, agree and pay creditors' claims
and, once the Company's investment in Genitope has been realised, make a second
distribution to Shareholders. The Liquidators will make a third and final
distribution to Shareholders once the VAT recovery detailed below, if any, has
been received and will then convene a final meeting of Shareholders and conclude
the liquidation by filing their final return at Companies House.
VAT Treatment relating to Management Fees
Following the outcome of the test case brought by the Association of Investment
Trust Companies (now called the Association of Investment Companies) and
JPMorgan Fleming Claverhouse Trust plc, HM Revenue & Customs accepts that
management fees paid by investment trusts should have been exempt for VAT
purposes. As a result, investment trusts, including the Company, should be able
to recover certain amounts paid as VAT in the past. As reported in the interim
report for the six months ended 30 June 2007, the Company has incurred some
#460,000, which might in these circumstances be recoverable. No provision for
recovery of VAT has been made.
Investment Management Agreement
An investment management agreement exists between the Company and the Investment
Manager. The agreement is for the Investment Manager to act as adviser and
manager to the Company and to provide secretarial services and office
accommodation in connection with such services. Under the terms of the
agreement, a management fee is payable quarterly in advance, the annual charge
being the aggregate of 1.25 per cent. of net assets at 31 December in the
preceding year and 1.25 per cent. of such value as at 30 June in the year of
payment. In addition, the Investment Manager is reimbursed all reasonable
expenses incurred in the performance of its duties under the management
agreement. This agreement terminates on liquidation of the Company.
Cancellation of Listing
The Board proposes that the listing of the Shares be cancelled from the Official
List of the Financial Services Authority with effect from 7.30 a.m. on 14
December 2007. The effect of this will be that the Shares will no longer be
quoted or tradable. This cancellation is an inseparable constituent part of
Resolution 1 and is a necessary effect of placing the Company into members'
voluntary liquidation.
Costs and Expenses
The costs incurred and to be incurred in relation to the proposed liquidation,
including financial advice, other professional advice and the Liquidator's
charges, are estimated at #86,000, in total, inclusive of unrecoverable VAT.
The payment of fees to the Directors will cease when the Liquidators are
appointed and no payments for loss of office will be made.
Liabilities and Retention
Before making the interim distribution to the Shareholders, the Liquidators will
set aside cash which will provide for all of the then known actual and
contingent liabilities of the Company and an additional amount by way of
retention in an amount considered by the Liquidators to be appropriate to
provide for any further contingencies and unknown liabilities.
Dealings and Settlement
The Shares will be suspended from trading on the Official List of the Financial
Services Authority at 7.30 a.m. on 13 December 2007. It is intended that, in
light of the proposals set out in this document, and if the Resolutions are
passed by the requisite majority, the Shares will be cancelled from the Official
List of the UK Listing Authority with effect from 7.30 a.m. on 14 December 2007.
The Company's register of members will be closed at close of business on 11
December 2007. Transfers received after that time will be returned to the
person lodging them.
Taxation
The Board has been advised that, for the purposes of UK taxation of chargeable
gains, liquidation distributions will give rise to a disposal of Shares by
Shareholders. Accordingly, a Shareholder who is resident or ordinarily resident
in the United Kingdom for tax purposes and who holds the Shares as an investment
may, depending on the Shareholder's own circumstances, realise a chargeable gain
or allowable loss. If a Shareholder holds the Shares otherwise than as an
investment, or is subject to taxation in a jurisdiction other than the United
Kingdom, or is in doubt as to his personal tax position, he should consult his
own professional advisers.
Extraordinary General Meeting
The member's voluntary liquidation and the cancellation of the listing can only
be effected with the requisite Shareholders' consent. For this reason, this
document has been sent to each Shareholder and each Shareholder is being asked
to vote on the Resolutions. In addition, consistent with the undertaking given
by the Company to court at the time of the court approved return of capital in
June 2005, a resolution will also be proposed to re-register the Company as a
private limited company.
The Notice convening the EGM, to be held at 11.00 a.m. on 13 December 2007 at
the offices of Thompson Clive & Partners Ltd, 24 Old Bond Street, London W1S
4AW, is set out at the end of this document. At the EGM, resolutions will be
proposed that the Company be wound up voluntarily and that Jeremy Simon Spratt
and Finbarr Thomas O'Connell of KPMG LLP, 8 Salisbury Square, London EC4Y 8BB be
appointed as liquidators of the Company, followed by a resolution, which, if
carried, will grant certain powers to the Liquidators.
Action to be taken
Shareholders will find enclosed the Form of Proxy for use at the EGM. Whether
or not you intend to attend the EGM, you are requested to complete and return
the enclosed Form of Proxy in accordance with the instructions printed thereon
so as to arrive as soon as possible, but not later than 11.00 a.m. on 11
December 2007 to Capita Registrars by posting the Form of Proxy, reply paid, to
the address printed on the reverse thereof or otherwise by post or by hand to
Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Kent BR3
4TU.
Completion and return of a Form of Proxy will not affect a Shareholder's rights
to attend and vote at the meeting.
Recommendation
The Board considers that the Resolutions are in the best interests of the
Shareholders as a whole. Accordingly, the Board unanimously recommends that the
Shareholders vote in favour of each of the Resolutions to be proposed at the
EGM, as the Board intends to do in respect of its beneficial and non-beneficial
holdings of shares (amounting in aggregate to 14,521 Shares, representing
approximately 0.58 per cent. of the issued share capital of the Company).
If you are in any doubt about the contents of this document or what action you
should take, you are recommended to seek your own financial advice immediately
from an appropriately qualified independent adviser authorised under the
Financial Services and Markets Act 2000.
Yours sincerely
Christopher Jones
Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
END
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