TIDMTREE
RNS Number : 4333R
Cambium Global Timberland Limited
06 July 2022
06 July 2022
Cambium Global Timberland Limited
("Cambium" or the "Company")
Notice of General Meeting & Cancellation from Trading on
AIM
The Board of Cambium (AIM: TREE) announces that Notice of a
General Meeting has been published today and is available to view
on the Company's website, at http://www.cambium.je/ .
The Company will hold the General Meeting at its Registered
Office, IFC 5, St Helier, Jersey, JE1 1ST on 03 August 2022 at
11.00 a.m.
The Board requests that shareholders wishing to vote cast their
votes by appointing the chairman of the meeting as their proxy
rather than to attend in person. At the same time, the Board does
not wish to reduce the ability of shareholders to exercise their
other rights as shareholders, and therefore any shareholder or
shareholder representative wishing to do so may contact SANNE Group
not less than 48 hours before the time appointed for holding the
meeting and request a videoconference link to enable participation
by that means.
Introduction
The Company's stated strategy is to implement an orderly
realisation of the Group's investments with a view to achieving a
balance between returning cash to Shareholders and maximising
value. The Company has now completed its exit from its entire
portfolio of properties and is left with receivables comprising
deferred purchase consideration payments, and cash at bank. The
receivables are being serviced in line with the sale agreements and
all payments are expected to be received by February 2023. Efforts
to improve further the final outcome for shareholders, by exploring
opportunities first for a sale of the receivables for a cash sum
discounted to present day value, and secondly for extracting value
from the Company's AIM admission via a reverse takeover, were
referred in my Chairman's statement dated 26 November 2021 in the
financial statements for the year ended 30 April 2021. I stated
there that, after protracted negotiations on both fronts, the
"Brazil risk" had proved unattractive to counter-parties with the
result that the Board had turned its attention to further cost
cutting for the final part of the journey and was exploring the
most cost-effective way to return capital to shareholders before
finally closing the book.
Trading Update
Cambium formerly owned plantation forests in various countries.
All have now been sold. As stated above, the balance of deferred
consideration is still awaited which, at the date of this
announcement, amounts to 9,453,183 Reals only (GBP1,504,853 at
exchange rates as at the Latest Practicable Date).
As announced in the Company's interim results for the six months
to 31 October 2021 (note 8), released on 27 January 2022, the
Company's net asset value was GBP6,694,389 and there were
73,728,284 issued shares.
Cash balances as at the Latest Practicable Date were
GBP5,474,395 and R$72,010 (GBP1 : R$6.2818).
General Meeting
There is no longer any foreseeable likelihood of a transaction
to improve further the final outcome for shareholders. In any
event, the Company's outstanding receivables have now been
significantly reduced by further scheduled cash receipts. Therefore
the Directors have concluded that the time is now appropriate to
convene the General Meeting in order to propose the
Resolutions.
Commencing a winding up now, to be followed by the intended
significant distribution to shareholders referred to below (under
"Anticipated distributions") with a smaller final distribution to
follow in 2023, is seen by the Directors as likely overall to be
the more tax efficient and quickest way to return funds to
shareholders rather than distribute funds which could be treated as
income in their hands. In addition, the commencement of a
winding-up and the consequent cancellation of admission to trading
on AIM are expected to produce costs savings over the period to the
final (smaller) capital distribution referred to below, as compared
to the alternative of not commencing the winding up until after the
outstanding receivables have been collected. The anticipated saving
in costs is expected to include elements resulting from the
cancellation of admission to trading on AIM as well as from the
commencement of winding up. In the view of the Directors, it is not
feasible to wind up without the admission to trading on AIM being
cancelled, nor is it in the interests of shareholders as a whole
for the admission to trading to be cancelled without the Company
going into winding up.
The General Meeting, notice of which is set out at the end of
the Circular, is to be held at IFC5, St Helier, Jersey JE1 1ST at
11:00 a.m. on 03 August 2022. The General Meeting is being held for
the purpose of considering and, if thought fit, passing -
1. as a Special Resolution, Resolution 1 set out in the Notice
of General Meeting, to commence a summary (solvent) winding up
under the Law,
2. as an Ordinary Resolution conditional (for the purposes of
Rule 41 of the AIM Rules for Companies) upon the consent of not
less than 75% of votes cast, Resolution 2 set out in the Notice of
General Meeting, to consent to cancellation of the admission to
trading of the Company's ordinary shares on AIM, and
3. as a Special Resolution, Resolution 3 set out in the Notice
of General Meeting, to amend article 12 of the articles of
association of the Company (Article 12) altering the requirements
for a transfer of shares to be approved in reflection of the fact
that, if Resolution 2 is passed, transfers of shares in the Company
will no longer be subject to the AIM Rules for Companies.
Shareholders' attention is drawn to the fact that, if Resolution
2 is passed with the level of consent referred to above, it is
expected that the cancellation of admission to trading of the
Company's ordinary shares on AIM will be effective as from 07:30
a.m. on 04 August, 2022, and accordingly that the last day for
trading will be 03 August, 2022.
The Directors draw the attention of Shareholders to paragraphs
12.02 and 12.03 of the proposed new Article 12, enabling the
Directors to decline approval of share transfers. The Directors
point out specifically that they would reserve the right to utilise
that power in the event of any shortfall in the provision of any of
the information referred to in 12.03.
Article 146(2) of the Companies (Jersey) Law 1991, requires
that, not more than 28 days prior to the date of the General
Meeting, each of the Directors sign a statement of solvency to the
effect that, having made full enquiry into the Company's affairs,
he is satisfied that the Company will be able to discharge in full:
(i) existing liabilities within the six months after the
commencement of the winding up, and (ii) liabilities that will fall
due after the end of that period, as they fall due. It is expected
that each of the directors will do so within the specified
time-scale.
Cancellation of the admission to trading of the Company's
ordinary shares on AIM
Should shareholders vote to wind up the Company and distribute
its assets, the Directors consider it appropriate for the Company
to cancel the admission of its shares to trading on AIM.
Shareholders should note that, as from the cancellation of
admission on AIM becoming effective, there will be no formal market
for trading to take place in the Company's shares. The Company will
however seek to assist any shareholders looking to sell or buy its
shares following cancellation by putting together any such
shareholders to see if they can agree a private transaction.
However, there can be no guarantee that a shareholder will be able
to trade in shares after cancellation or that the Company will
maintain any arrangements to match potential buyers and
sellers.
Further costs reductions
There will be once-only costs associated with the cancellation
of admission to trading on AIM and moving into winding-up. However,
on an ongoing basis taking those steps will be expected to result
in overall costs savings. On the assumption that the dissolution of
the Company takes place in or around May 2023 it is anticipated
that aggregate savings (as compared with costs if commencement of
the winding up was to be deferred until around May 2023) will
amount to at least GBP50,000. Principal elements of the anticipated
reduction are reduction in future board costs (see below),
termination of the role of WH Ireland as AIM nominated adviser, and
the cessation of AIM-related administration costs.
With regard to board costs, to reflect better the needs of the
Company though the final leg of its strategy implementation, the
Board is to be trimmed from three to two. Having completed the job
he joined Cambium to do, Svante Adde will step down as a director,
producing a cost saving at the rate of GBP25,000 pa.
At the same time, I and Mark Rawlins will reduce our annual fee
rates from GBP48,000 to GBP29,500 and from GBP25,000 to GBP20,000
respectively. We cannot however ourselves carry the cost of any
unexpected time-consuming turn of events and we have to reserve the
right to charge at an hourly rate of GBP300 for any such unexpected
work. These changes will take effect from the passing of the
Resolutions. In addition, so long as the interim distribution
referred to in the next paragraph is of not less than 6.5p per
share and is paid to shareholders no later than 05 August, 2022 or
thereabouts, and the second distribution referred to in the next
paragraph is of not less than 1p per share and is paid to
shareholders no later than 31 May, 2023 or thereabouts, I will
receive an additional payment of GBP20,000 and Mr Rawlins will
receive an additional payment of GBP10,000. The Remuneration
Committee believes those adjustments properly reflect the expected
course of the task ahead and better align board remuneration with
shareholder interests.
Anticipated distributions
Subject to Resolution 1 being duly passed and the Company
thereby being placed into summary winding-up, the Board will
promptly declare an interim distribution to Shareholders of 6.5p
per share, which will be payable in the course of the winding up.
It is anticipated that there will be a second (intended to be the
final) distribution to Shareholders at the conclusion of the
winding-up. Subject to unforeseen circumstances it is anticipated
that the second distribution will be approximately 1.50p per
Share.
In the event of developments materially affecting the amounts or
timings of anticipated distributions the Company will inform
Shareholders by way of notice posted under the "INVESTOR DOCUMENTS"
tab in the "Shareholder Communication" drop-down list on the
Company's website at www.cambium.je .
Shareholders are informed that it will not be possible to make
payment of any distribution to any Shareholder if verification of
such Shareholder's identity has been requested, and not provided to
the satisfaction of the Directors, so as to enable full compliance
with all applicable regulatory, anti-money laundering and other due
diligence requirements, including those of the company secretary in
relation to its own procedures.
Expected Timetable
Publication of Circular, Notice of General 05 July, 2022
Meeting and Form of Proxy
Latest time and date for receipt of completed 11:00 a.m. on 01 August,
Forms of Proxy 2022
Date and time of General Meeting 11:00 a.m. on 03 August,
2022
Expected last day of dealings in Ordinary 03 August, 2022
Shares on AIM
Expected time and date of Cancellation 7.00 a.m. on 04 August
2022
Anticipated timing of first winding up 04 August, 2022
distribution
Anticipated timing of second (final) winding 31 May 2023
up distribution
Action to be taken
You will be contacted separately if verification of your
identity is required prior to the payment to you of any
distribution.
You will find enclosed a Form of Proxy for use at the General
Meeting. Whether or not you intend to be present at the General
Meeting, you are requested to complete the Form of Proxy in
accordance with the instructions printed on it and to return it as
soon as possible so as to be received by the Company's registrars,
Link Asset Services, at PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF
no later than 11:00 a.m. on 01 August, 2022. If you hold shares in
CREST you may appoint a proxy by completing and transmitting a
CREST Proxy Instruction to the Registrars (Crest Participant ID:
RA10) so that it is received by no later than 11:00 a.m. on 01
August, 2022. The return of the Form of Proxy or transmission of a
CREST Proxy Instruction will not prevent you, prior to the final
time for receipt of proxies, from changing your instructions to
your proxy and submitting a replacement Form of Proxy if you
wish.
Recommendations
The preference of the Board is that the Resolutions pass or fail
together, without the possibility that one or two resolutions could
pass and the other(s) could fail. A special resolution of the
Company to commence a winding up requires a majority of votes in
favour of two-thirds of the votes cast. Under Rule 41 of the AIM
Rules for Companies, a resolution to cancel the admission to
trading of the Company's shares requires the consent of not less
than 75% of the votes cast. The Board has adopted what it regards
as the better view of Jersey law, namely that a special resolution
of the Company cannot be framed so as to require a greater majority
than two-thirds of the votes cast. It follows that, as it stands,
the winding up proposal, the cancellation of admission proposal and
the proposal to amend Article 12 cannot be framed as a single
resolution requiring either a two-thirds majority or a 75%
majority, and they can only be proposed as separate resolutions.
Shareholders are therefore strongly encouraged to vote or abstain
from voting in the same way on all three of the Resolutions.
The Directors consider the proposals set out in the Resolutions
to be fair and reasonable and in the best interests of the
Shareholders and the Company as a whole. Accordingly, the Directors
unanimously recommend that the Shareholders vote in favour of
Resolutions 1, 2 and 3.
As the independent director in regard to the reduction in board
costs described above, Svante Adde has obtained and considered a
competitive proposal from a well-known third-party accounting and
advisory firm to conduct the liquidation. Mr Adde concluded that
the cost to Cambium of the reduced directors' fees proposal from
Mark Rawlins and me is " in the middle " of the fee range in the
competitive proposal. Accordingly, taking into account t he
incumbent directors' joint prior knowledge of the business and the
situation of the Co mpany and their working relationships with the
third parties whose further input may have to be called on to
collect final receivables, calculate and discharge final
liabilities, and take matters to their conclusion, it is Mr Adde's
recommendation to S hareholders that it is in their interest f or
the remaining steps as indicated above to be managed to such
conclusion by the incumbent directors remaining after Mr Adde steps
down and on the above terms .
SHAREHOLDERS NOT WISHING OR NOT ABLE TO HOLD SHARES IN A COMPANY
IN SUMMARY WINDING UP OR SHARES WHICH ARE NOT ADMITTED TO TRADING
ON A RECOGNISED MARKET SHOULD CONSIDER DISPOSING OF THEIR SHARES
PRIOR TO THE DATE OF THE GENERAL MEETING.
Definitions in this announcement are the same as those included
in the Circular.
For further enquiries, please contact:
Cambium Global Timberland Limited
Tony Gardner-Hillman (Chairman)
Tel: +44 (0)1534 486 980
WH Ireland Limited (Nomad and Broker)
James Joyce / Darshan Patel
Tel: +44 (0)207 220 1666
Sanne Fund Services (Jersey) Limited (Administrator and Company
Secretary)
Tel: +44 (0)1534 835835
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END
NOGUPUPUMUPPGRA
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