TIDMDTL
RNS Number : 6032C
Dexion Trading Limited
18 March 2014
Dexion Trading Limited
18 March 2014
Recommended proposals for a voluntary winding up of the
Company
Introduction
The Company is today posting a Circular to Shareholders in
connection with proposals for a voluntary winding up of the
Company.
On 10 February 2014 the Company announced that tenders for the
January Redemption Offer had been received for in excess of 30 per
cent of the Shares in issue (excluding Shares held in treasury) at
7 February 2014. Accordingly, acceptances under the January
Redemption Offer had been scaled back and 30 per cent of the Shares
in issue (excluding Shares held in treasury) at 7 February 2014
would be redeemed with redemption monies expected to be paid in
full by the end of March 2014. Immediately following payment of
such redemption monies, the Company's net assets (based on
estimated net asset values at 28 February 2014) are expected to
fall to approximately GBP64.04 million. In light of the level of
redemption requests received and the estimated ongoing size of the
Company, the Directors have determined to put forward proposals for
a voluntary winding up of the Company.
If the Winding Up Resolution is passed at the Extraordinary
General Meeting to be held at 9.00 a.m. on 9 April 2014, redemption
requests for all of the Company's Investments (comprising shares in
Permal Macro Holdings Limited) will be submitted for a redemption
date of 30 April 2014, with the realisation monies expected to be
received by the Company in full by the end of May 2014.
Background to the Proposals
Following the passing of the continuation resolution at the
Company's general meeting on 3 May 2013, the Company adopted a
discretionary discount control policy (which policy was
subsequently amended by the Directors following feedback from
certain of the Company's major investors) pursuant to which if the
Directors (at their sole discretion) determined that it was then in
the best interests of Shareholders, and subject to applicable law,
including the requirements of the Companies Laws, and the
prevailing market conditions existing at that time (together with
all other relevant facts and circumstances), where the Shares had
traded at an average discount to NAV equal to or in excess of 3 per
cent in any calendar quarter, the Company could make a redemption
offer to Shareholders for up to 30 per cent of the Shares then in
issue (excluding Shares held in treasury).
Pursuant to this policy, Redemption Offers were put to
shareholders in October 2013 and January 2014.
Following the closing of the October Redemption Offer on 6
November 2013, 30 per cent of the Shares then in issue (excluding
Shares held in treasury) were redeemed. Of such amount 28,248,207
Shares constituted the basic entitlement of Shareholders who
validly tendered shares for redemption. The balance of 2,397,590
Shares were redeemed pro rata using a percentage of approximately
4.3 per cent to scale back tenders in excess of that basic
entitlement.
On 7 January 2014 the Company announced the January Redemption
Offer. Following the closing of the January offer on 7 February
2014, 30 per cent of the Shares in issue at that date (excluding
Shares held in treasury) were redeemed. Of such amount 17,142,963
Shares constituted the basic entitlement of Shareholders who
validly tendered shares for redemption. The balance of 2,909,098
Shares were redeemed pro rata using a percentage of approximately
8.12 per cent to scale back tenders in excess of that basic
entitlement. The Company's estimated net assets immediately after
payment of the relevant redemption monies are expected to be
reduced to approximately GBP64.04 million.
The Directors determined to complete the January Redemption
Offer on the basis that realisation of the relevant shares in PMH
and payment of the relevant redemption monies would not impact on
any subsequent winding up and would expedite the return of capital
to redeeming Shareholders. However, in light of both the level of
tenders received under the January Redemption Offer and the size of
the onging Company following payment of the redemption monies
pursuant to that offer, the Directors have determined to put
forward proposals for a voluntary winding up of the Company.
Completion of the January Redemption Offer and payment of the
relevant redemption monies is not conditional on the Winding Up
Resolution being passed.
Realisation of Portfolio
Subject to the passing of the Winding Up Resolution, it is
expected that the Liquidator will submit a redemption request in
respect of the Company's remaining shareholding in PMH (comprising
all of the Company's Investments) for a realisation date of 30
April 2014.
However, in the event that such date is not a date on which the
net asset value of shares in PMH is calculated or PHM suspends or
delays calculations of its net asset value or suspends or limits
redemptions of its shares prior to that date, realisation of those
PMH shares may be delayed (in which case Shareholders will be
notified of any material delay by way of an announcement through a
RIS). Assuming a realisation date of 30 April 2014, all of the
proceeds of such redemption are expected to be received by the
Liquidator by 31 May 2014.
Winding Up
It is proposed that the Company be voluntarily wound-up in
accordance with section 391(1)(b) of the Law and that Ashley
Charles Paxton and Linda Maree Johnson of KPMG Channel Islands
Limited of 20 New Street, St Peter Port, Guernsey GY1 4AN be
appointed liquidators of the Company. The remuneration of the
Liquidator shall be fixed on the basis of time spent by the
Liquidator and members of its staff in attending to matters arising
prior to and during the Winding Up. The payment of fees and
expenses (other than in respect of accrued fees and expenses) to
the Directors will cease from that point and no payments for loss
of office will be made.
The Winding Up will become effective immediately upon the
passing of the Winding Up Resolution to be proposed at the
Extraordinary General Meeting of the Company.
As at the close of business on 28 February 2014, the unaudited
estimated Net Asset Value of the Portfolio (but having deducted the
redemption monies payable under the January Redemption Offer) was
GBP64.04 million (equivalent to 136.87p per Share). If Shareholders
vote in favour of the Winding Up, the Liquidator will set aside
sufficient assets in a Liquidation Fund to meet the Company's
liabilities including the costs of the Winding Up. The Liquidation
Fund will include a Retention which will be set at an amount that
the Liquidator considers sufficient to meet any unascertained and
unknown liabilities of the Company. This Retention is currently not
expected to exceed GBP150,000. The Retention is in addition to the
costs of the Winding Up as set out in more detail under the heading
'Costs of the Winding Up' below.
In accordance with section 397 of the Law, the Liquidator has a
statutory duty to realise the Company's assets and discharge its
liabilities before distributing surplus assets to Shareholders.
Subject to the realisation timetable for the Company's shareholding
in PMH, above being adhered to and receipt by the Liquidator of the
relevant realisation proceeds, it is the Liquidator's intention to
make a first and final distribution to Shareholders by 30 June
2014. Should the Liquidator elect to pay an interim distribution,
the Retention will be retained until such time as the final
distribution is paid. The amount and timing of distributions are at
the Liquidator's discretion.
Arrangements with the Company's service providers
Assuming the Winding Up proceeds, all arrangements with the
Company's service providers will be terminated upon the Company
being placed into voluntary winding up or when any services being
performed in connection with the Winding Up have been completed. No
compensation is payable in connection with the termination of these
contracts.
Accrual of fees pursuant to the investment management agreement
with the Manager and the investment advisory agreement with the
Investment Adviser will effectively cease as at 30 April 2014, the
realisation date for PMH shares.
Dealings, settlement and cancellation of listing
The Register will be closed and the Shares will be disabled in
CREST at 5.00 p.m. on 8 April 2014 and, to be valid, all transfers
of Shares must be lodged before that time. The last day for trading
in the Shares on the London Stock Exchange for normal settlement
(in order to enable settlement prior to the closing of the
Register) will be 3 April 2014. As from 4 April 2014, dealings
should be for cash settlement only and will be registered in the
normal way if the transfer, accompanied by documents of title, is
received by the Registrar by 5.00 p.m on 8 April 2014. Transfers
received by the Registrar after 5.00 p.m on 8 April 2014 will be
returned to the person lodging them.
Dealings in Shares on the London Stock Exchange will be
suspended at 7.30 a.m on 9 April 2014 and, at the same time, the
listing of the Shares on the Official List will be suspended and,
subsequently cancelled. Once the Liquidator is appointed, the
Shares will no longer be freely transferable without the sanction
of the Liquidator.
Shareholders should be aware that, should the Winding Up be
implemented, the listing of the Shares on the Official List will
then be cancelled with effect from 8.00 a.m. on 13 May 2014.
Costs of the Winding Up
The expenses incurred in relation to the Winding Up (including
all printing costs, postage costs, professional advice and the
Liquidator's fees) are currently estimated to amount to
approximately GBP55,000, or 0.12p per Share, which excludes the
payment of fees and expenses of service providers up to the time of
the Winding Up in accordance with the terms of their
engagement.
The Circular also contains further information which
Shareholders should take into consideration in deciding whether to
vote for or against the Winding Up Resolution including certain
risk factors (which are not intended to be exhaustive).
Expected Timetable
2014
----------------------------------------------- ---------------------
Latest time and date for receipt of 9.00 a.m. on 7 April
Forms of Proxy for the Extraordinary
General Meeting
----------------------------------------------- ---------------------
Register of members closed 5.00 p.m. on 8 April
----------------------------------------------- ---------------------
Suspension of Shares from trading on 7.30 a.m. on 9 April
the London Stock Exchange and suspension
of the listing for Shares on the Official
List
----------------------------------------------- ---------------------
Extraordinary General Meeting 9.00 a.m. on 9 April
----------------------------------------------- ---------------------
Liquidator appointed 9 April
----------------------------------------------- ---------------------
Realisation date for PMH shares 30 April
----------------------------------------------- ---------------------
Cancellation of Shares from trading 8.00 a.m. on 13 May
on the London Stock Exchange and cancellation
of listing for Shares on the Official
List
----------------------------------------------- ---------------------
Realisation proceeds of PMH shares By 31 May
received
----------------------------------------------- ---------------------
Settlement of Winding Up monies By 30 June
----------------------------------------------- ---------------------
The above times and/or dates may be subject to change and, in
the event of such change, the revised times and/or dates will be
notified to Shareholders by an announcement through a Regulatory
Information Service.
Enquiries:
Robin Bowie / Ana Haurie Tel: +44 (0) 20 7832 0900
Dexion Capital plc
Carol Kilby Tel: +44 (0) 1481 743
Dexion Capital (Guernsey) Limited 940
Stuart Klein Tel: +44 (0) 20 7029 8000
Jefferies Hoare Govett
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the Circular
dated 18 March 2014.
A copy of the Circular will shortly be submitted to the National
Storage Mechanism and will shortly be available for inspection at:
www.Hemscott.com/nsm.do
This information is provided by RNS
The company news service from the London Stock Exchange
END
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