Recommended proposals relating to the voluntary winding-up of the Company and cancellation of admission to trading on AIM
The board of Directors of the Company (the “Board”) announces today that it intends to seek shareholder approval to put the Company into members’ voluntary liquidation, appoint joint liquidators and cancel the admission of the Company’s ordinary shares (the “Shares”) to trading on AIM. A circular (the “Circular”) will be posted to shareholders setting out further details of the Proposals and convening a general meeting of the Company’s shareholders to be held at the Company’s registered office, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB at 2:00 p.m. on 28 March 2019 (the “GM”) in order to approve the Proposals.
In accordance with Rule 41 of the AIM Rules for Companies, the Company has notified London Stock Exchange plc of its intention to cancel the admission of the Shares to trading on AIM, subject to shareholder approval of not less than 75 per cent. of votes cast at the GM. Trading of the Shares on AIM will be suspended from 7.30 a.m. on 28 March 2019 and, if the Proposals are approved by the requisite majority of shareholders at the GM, it is intended that the admission of the Shares to trading on AIM will be cancelled with effect from 7.00 a.m. on 29 March 2019.
Background to and reasons for the Proposals
At the Company’s extraordinary general meeting held on 10 July 2018, Shareholders approved the adoption of the new investing policy of the Company, being that the Company shall cease to make new investments and shall realise its portfolio of investments in an orderly manner and return the net proceeds to Shareholders as soon as possible.
Since that date, the Investment Manager has been steadily progressing with the orderly realisation of the Company’s portfolio and all of the Company’s realisable investments have now been sold. The Company has undertaken three compulsory redemptions of Ordinary Shares returning approximately US$36.8 million, US$11.8 million and US$10.3 million respectively to Shareholders.
The Company has a wholly owned subsidiary, Terra Capital Cayman, a company incorporated in the Cayman Islands which is in the process of being placed into voluntary liquidation.
The Directors have made a declaration of solvency in accordance with the requirements of section 218 of the Companies Acts 1931-2004 (as applied to the Company by virtue of the provisions of section 182 of the Companies Act 2006) and resolved to place before Shareholders proposals for the voluntary winding-up of the Company, the appointment of Joint Liquidators and the cancellation of the admission to trading on AIM of the Ordinary Shares (the “Proposals”).
The Proposals require the approval of Shareholders.
Copies of the Circular convening the necessary GM which will be held at the registered office of the Company namely, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB on 28 March 2019 at 2:00 p.m. are being mailed to Shareholders and will shortly be available on the Company’s website at www.terracapitalplc.com.
Members’ Voluntary Liquidation
In accordance with relevant legislation in the Isle of Man, Shareholder approval is also being sought for the appointment of Mark Russell Kelly and Kristan James King of KPMG LLC, Heritage Court, 41 Athol Street, Douglas, Isle of Man to act as joint liquidators in a members’ voluntary winding up process. If appointed, the Joint Liquidators will advertise for creditor claims and then surplus funds after costs of liquidation will be distributed in cash to Shareholders by the Joint Liquidators at a later date. The timing of the distribution to Shareholders will be dependent upon the completion of the voluntary liquidation of Terra Capital Cayman.
The Joint Liquidators expect the winding up of the Company to take approximately 12 months to complete, although there can be no guarantee of this. Shareholders will also be asked at the GM to approve the fees of the proposed Liquidator. Such fees will be incurred on a time cost basis but are not expected to exceed £20,000 plus VAT and disbursements for the Company and US$10,000 plus disbursements for Terra Capital Cayman.
Once the winding up has been completed and the Joint Liquidators have disposed of the Company’s property a final General Meeting of the Shareholders will be held prior to the Company’s dissolution.
Cancellation of Admission to Trading on AIM
The Directors consider that it is not in the interests of Shareholders that the Company continues to incur the costs associated with maintaining the admission of the Ordinary Shares to trading on AIM while the Company enters into a voluntary liquidation process.
Under AIM Rule 41, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders given in a general meeting. Accordingly, the Notice contains a special resolution to approve the application to the London Stock Exchange for Cancellation. If this resolution is approved with the requisite majority, it is expected that Cancellation will take effect on 29 March 2019. The effect of Cancellation will be that the Ordinary Shares will no longer be quoted or tradable on AIM and Shareholders will not therefore be readily able to sell their Ordinary Shares. Shareholders may be able to buy and sell their Ordinary Shares “off market” although this will be more difficult than trading “on market” and the Ordinary Shares will not be transferable without the consent of the Joint Liquidators. The only other opportunity for Shareholders to sell their Ordinary Shares would arise upon a sale of all of the issued share capital of the Company to a third party. There is no current intention to do this and the only proposals in respect of the Company are to wind it up.
Shareholders should also be aware that trading in the Ordinary Shares on AIM will be suspended from 7.30 a.m. on 28 March 2019, in advance of the GM, as the Company would no longer be considered to be an appropriate company for AIM on the commencement of a liquidation process.
General Meeting and Resolutions
The General Meeting has been convened for the purpose of seeking Shareholder approval for the Proposals. The Circular includes a Notice convening the GM and a Form of Proxy for use at the GM. The GM is convened for 2:00 p.m. on 28 March 2019 and will be held at Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB.
At the GM, the following Resolutions will be proposed:
· Resolution 1 – a special resolution to cancel the admission of the Ordinary Shares to trading on AIM in accordance with the AIM Rules;
· Resolution 2 – an ordinary resolution:
– to wind up the Company voluntarily
– that having provided copies of their consents to act, Mark Russell Kelly and Kristan James King of KPMG LLC, Heritage Court, 41 Athol Street, Douglas, Isle of Man be appointed joint liquidators for the purpose of winding up and distributing the assets of the Company such appointment to be effective forthwith and that any act required or authorised under any enactment to be done by the liquidator is to be done by the Joint Liquidators jointly or by any one of them;
– that the Joint Liquidators change the address of the Company’s registered office to Heritage Court, 41 Athol Street, Douglas, Isle of Man, IM99 1HN;
– that the Joint Liquidators remuneration is fixed in accordance with the engagement letter dated 16 January 2019 and terms of business issued by KPMG LLC in respect of the proposed liquidation of the Company;
– that the Joint Liquidators be empowered to pay, on the date of the declaration by the Joint Liquidators of the first and final distribution to Shareholders, any distribution due to any shareholder which is an amount of £5.50 or less per shareholder to The Children’s Centre Ltd a company limited by guarantee, incorporated in the Isle of Man with company number 111719C and registered with charity number 921 and having its registered office at 94 Woodbourne Road, Douglas, IM2 3AS, Isle of Man; and
– that in accordance with the provisions of the Articles of Association, the Joint Liquidators be authorised to divide among the members in specie all or any part of the Company’s surplus assets as they shall think fit.
Resolution 1 is a special resolution which requires a majority of 75 per cent. of the votes cast in respect of the resolution to be cast in favour in order for the resolution to be passed. Resolution 2 is an ordinary resolution which requires a simple majority of those Shareholders who vote at the GM to vote in favour of the resolution to be passed.
Shareholders should note that the Resolutions to be proposed at the GM are inter-conditional such that both Resolutions must be passed for either of the Resolutions to become effective.
The Directors consider that the Proposals are in the best interests of the Company and its Shareholders and, accordingly, unanimously recommend that shareholders vote in favour of the Resolutions.
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