TIDMECIT TIDMUTL
RNS Number : 4706X
Eclectic Investment Company PLC
06 December 2010
For immediate release 6 December 2010
Eclectic Investment Company plc
("Eclectic" or the "Company")
Recommended Proposals for the Reconstruction and Winding Up of the Company
Introduction
The Board of Eclectic has been concerned for some time that the capital base of
the Company is too small and that it would be desirable to raise further capital
in order to increase the Company's net assets. However, in light of current
market conditions and the relatively wide discount to net asset value at which
the price of the Company's Shares continue to trade, it has not been possible
for the Company to raise capital.
Accordingly, the Board has reviewed the options available to the Company and the
Independent Directors have concluded that it is in Shareholders' best interests
to propose a reconstruction of the Company under which Shareholders will be
offered the choice (i) of rolling over into an investment in Utilico Limited, a
larger investment company managed by ICM Limited (an associated company of the
Company's investment manager) which will adopt a similar investment objective
and policy to that of the Company; or (ii) to elect for a cash exit.
Overview of the Proposals
Under the Proposals, which are recommended by the respective Boards of both
companies, the Company will enter into a scheme of reconstruction whereby the
Company will be put into members' voluntary liquidation and its investment
portfolio will be transferred to Utilico and the Company's Shareholders may
elect for one, or a combination, of the following options:
* Shares in Utilico - The number of Utilico Shares to which a Shareholder
electing for the Utilico Option will be entitled under the Scheme will be
calculated by multiplying the number of Shares for which such Election has been
made by the FAV per Share and dividing the resultant sum by the Utilico FAV per
Share. The FAV per Share and the Utilico FAV per Share will be calculated as at
the Calculation Date;
* Cash - Shareholders may choose to receive a cash distribution equal to 95 per
cent. of the FAV per Share.
Shareholders who do not make a valid Election under the Scheme will be deemed to
have elected for the Cash Option in respect of their entire holding.
On the assumptions and as set out in the section headed "Illustrative financial
effects of the Proposals" below, a Shareholder holding 1,000 Shares:
* who elects or is deemed to elect for the Cash Option, would receive
GBP1,022.78 in cash (an increase over the mid-market value of their holding at
the close of business on 30 November 2010 of 19.6 per cent.);
* who elects for the Utilico Option, would receive 526 Utilico Shares with,
after completion of the Proposals, a proforma net asset value attributable to
those shares of GBP1,076.09 (compared to the net asset value of GBP1,095.10
attributable to the 1,000 Shares held) and a market value of GBP798.21.
The Proposals are conditional, inter alia, on Shareholders approving special
resolutions to be proposed at General Meetings of the Company to be held on 7
January 2011 and 17 January 2011, and the passing of resolutions by the
shareholders of Utilico and shareholders of Utilico Finance Limited, at separate
class meetings of those shareholders, to be held on 7 January 2011. A circular
convening the General Meetings (the "Circular"), together with a prospectus
published by Utilico, will be despatched to Shareholders today. The Circular
provides details of the Proposals and includes, inter alia, a letter from the
Chairman to Shareholders explaining the expected benefits of the Proposals and
further details on (i) Utilico Limited and the Utilico Group; and (ii) the
Scheme.
Certain of the Company's major Shareholders have irrevocably undertaken to vote
in favour of the resolutions to be proposed at the General Meetings to approve
the Proposals and to elect to receive Utilico Shares under the Scheme in respect
of their entire holdings of Shares, which in aggregate represent approximately
71.83 per cent. of the Company's issued Shares (excluding Shares held in
treasury).
Expected Timetable
The expected timetable of the Proposals is set out at the end of this
announcement.
For further information please contact:
+----------------------------+--------------------+---------------+
| Arbuthnot Securities | Hugh Field | 020 7012 2000 |
| Limited | | |
| (Financial Adviser to | | |
| Eclectic) | | |
+----------------------------+--------------------+---------------+
| | | |
+----------------------------+--------------------+---------------+
| Phoenix Administration | Duncan Hayes | 01245 398950 |
| Services Limited | | |
| (Company Secretary) | | |
+----------------------------+--------------------+---------------+
Definitions used herein have the same meanings as set out in the Circular. A
copy of the Circular will be made available shortly on the Company's website at
www.eclecticinvest.com and a copy of the Utilico prospectus will be made
available on Utilico's website at www.utilico.bm.
Arbuthnot Securities Limited ("Arbuthnot"), which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting exclusively
for the Company and no-one else in connection with the Proposals and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Arbuthnot nor for providing advice in connection with the
Proposals or any other matter referred to herein. Arbuthnot is not responsible
for the contents of this announcement. This does not exclude or limit any
responsibilities which Arbuthnot may have under the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder.
The City Code will not apply to the implementation of the Scheme, other than in
the event of a competing offer being made for the Company which is regulated by
the City Code.
Introduction
The Board of Eclectic has been concerned for some time that the capital base of
the Company is too small and that it would be desirable to raise further capital
in order to increase the Company's net assets. However, in light of current
market conditions and the relatively wide discount to net asset value at which
the price of the Company's Shares continue to trade, it has not been possible
for the Company to raise capital.
Accordingly, the Board has reviewed the options available to the Company and the
Independent Directors have concluded that it is in Shareholders' best interests
to propose a reconstruction of the Company under which Shareholders will be
offered the choice of rolling over into an investment in Utilico Limited, a
larger investment company managed by ICM (an associated company of the Company's
investment manager) which will adopt a similar investment objective and policy
to that of the Company, or to elect for a cash exit, or a combination of these
options.
As Warren McLeland is a director of Eclectic and of Utilico, he has taken no
part in the Board's consideration of the Proposals. Accordingly, the Independent
Directors have taken responsibility for considering the Proposals on behalf of
Shareholders and for reaching conclusions on the appropriate recommendation to
be made to Shareholders.
The Proposals are conditional upon, amongst other things, the approval of
Shareholders at General Meetings to be held on 7 January 2011 and 17 January
2011 respectively and the approval of the shareholders of Utilico and the
holders of the ZDP Shares issued by Utilico Finance at separate class meetings
of those shareholders convened to be held on 7 January 2011.
Certain of the Company's major Shareholders have irrevocably undertaken to vote
in favour of the resolutions to be proposed at the General Meetings to approve
the Proposals and to elect to receive Utilico Shares under the Scheme in respect
of their entire holdings of Shares, which in aggregate represent approximately
71.83 per cent. of the Company's issued Shares (excluding Shares held in
treasury).
The Proposals
The Proposals will involve a members' voluntary liquidation of the Company under
which Shareholders (other than Overseas Holders) will be able to choose one or a
combination of the following options:
* to roll-over all or part of their investment in the Company into shares of
Utilico on the basis of the FAV per Share of the Company and the Utilico FAV per
Share (the "Utilico Option"); and/or
* to realise all or part of their investment in the Company for cash, subject to
a 5 per cent. discount to the FAV per Share (being a cash sum per Share equal to
95 per cent. of the FAV per Share) (the "Cash Option").
Shareholders may make different Elections in respect of different parts of their
holdings.
Shareholders who do not make a valid Election under the Scheme will be deemed to
have elected for the Cash Option in respect of their entire shareholding.
Overseas Holders will be deemed to have elected for the Cash Option unless they
have satisfied the Independent Directors and the Independent Utilico Directors
that they may receive and hold Utilico Shares without breaching any relevant
securities laws or regulations and without the need for compliance on the part
of the Company or Utilico with any overseas laws, regulations, filing
requirements or the like.
The Proposals prevent the need for a realisation of the Company's investment
portfolio in the open market as all of the portfolio will be sold to Utilico,
adopting the values attributable to such assets in the calculation of the FAV
per Share.
Information on Utilico
Background and capital structure
Utilico is an exempted, closed-ended, investment company incorporated in Bermuda
with limited liability which was launched in June 2007 as a continuation vehicle
following the reconstruction and winding up of Utilico Investment Trust plc. The
Company's investment manager, Ingot, was appointed as investment manager to
Utilico at the time of its launch. ICM, an associated company of the Investment
Manager, was subsequently appointed as Utilico's investment manager in September
2010.
Utilico has a leveraged balance sheet structure, with the ordinary shares of
Utilico being leveraged by three classes of zero dividend preference shares
issued by Utilico Finance (a wholly-owned subsidiary of Utilico) and by the bank
debt and other borrowings of the Utilico Group. Utilico has also issued warrants
to subscribe for Utilico Shares. As at 30 November 2010, the effective gearing
on the Utilico ordinary shares was 2.1 times (Source: Utilico). The Utilico
Shares and the Utilico Warrants and the ZDP Shares of Utilico Finance are each
admitted to the Official List and traded on the Main Market of the London Stock
Exchange.
Further information on Utilico is set out in the Utilico Prospectus, which will
be made available on Utilico's website at www.utilico.bm.
Current and proposed investment objective and policy
The current investment objective of Utilico is to provide long term capital
appreciation by investing predominantly in infrastructure, utility and related
companies (including other investment companies investing in those companies).
Following a recent review of Utilico's current investment objective and policy
by the Utilico Directors and ICM, the Utilico Board has concluded that the
infrastructure and utilities sectors in emerging markets remain attractive.
However, the Utilico Board has concluded that this is not the case in developed
markets where these asset classes face a number of challenges. The Utilico Board
is therefore proposing to adopt a new investment objective and policy which will
allow Utilico to invest across all sectors and markets. The change of investment
objective will position Utilico as an absolute return fund, utilising strengths
in infrastructure and utilities investment as well as in the wider market.
The Utilico Board proposes that the revised investment objective of Utilico will
be to maximise shareholder returns by identifying and investing in investments
where the underlying value is not reflected in the market price. This perceived
undervaluation may arise from any number of factors including technological,
market motivation, prospective financial engineering opportunities, competition
or shareholder apathy. Utilico's revised investment policy will be flexible and
will permit it to make investments in all sectors and markets worldwide. In the
short to medium term following the implementation of the Scheme, it is
anticipated that Utilico will continue to have a significant proportion of its
gross assets invested in developed markets in existing utilities and related
stocks.
The directors of Utilico and Utilico Finance have convened a special general
meeting of the shareholders of Utilico and separate class meetings of the ZDP
Shareholders respectively to be held on 7 January 2011 to approve resolutions to
adopt the revised investment policy of Utilico. The implementation of the Scheme
is conditional upon the shareholders of Utilico and the ZDP Shareholders passing
all the resolutions to be proposed at those meetings, including approving the
adoption of Utilico's revised investment policy.
Share Premium Cancellation and dividend policy
Despite having positive revenue earnings in addition to revenue reserves, under
Bermuda law Utilico has been unable to pay a dividend to its shareholders as a
result of having negative capital reserves since March 2008.
In connection with the Proposals, the Utilico Board is proposing to cancel the
entire amount standing to the credit of the share premium account of Utilico,
which will eliminate Utilico's negative capital reserves and thereby enable the
future payment of dividends out of Utilico's revenue reserves and future revenue
profits, subject to compliance with Bermuda law.
The Share Premium Cancellation requires the consent of the shareholders of
Utilico and the ZDP Shareholders. If such consents are obtained at the Utilico
Special General Meeting and the Utilico Class Meetings then the Utilico
Directors intend to reinstate Utilico's original dividend policy under which
they anticipate distributing the majority of the net revenue arising from normal
income streams (such as dividends from investments) less costs (such as
management fees). Any dividend payments would be made in accordance with Bermuda
law.
Further information on the Proposals
Realisation of certain non-cash assets prior to liquidation
Following the Calculation Date but before the Effective Date, any non-cash
assets comprised in the Cash Fund (which will represent 95 per cent. of the FAV
per Share attributable to the Shares in respect of which Elections have been
made, or deemed to be made, for the Cash Option) and in the Liquidation Fund
will be sold by the Company to Utilico (under a Sale and Purchase Agreement to
be entered into between the parties) for cash at a price equal to the values
attributable to such assets in the calculation of the FAV per Share. These
assets will be investments which fall within Utilico's current investment
policy. The cash received from the sale of the non-cash assets will be used to
help repay the Company's bank borrowings prior to the Effective Date and,
following the Effective Date, to satisfy the Company's other liabilities and
also to satisfy the entitlements of Shareholders electing or deemed to have
elected for the Cash Option.
Repayment of bank borrowings
As at 30 November 2010, the Company had outstanding bank borrowings of
approximately GBP1.36 million. It is the Directors' intention that, subject to
approval of the Proposals at the First General Meeting, the bank borrowings will
be repaid in full before the Second General Meeting. Accordingly, if the
Proposals are approved at the First General Meeting but do not become effective
because the resolution to be proposed at the Second General Meeting is not
passed, the Company will continue in existence as an investment company but
without the gearing provided by the bank borrowings. The Company will not incur
any penalty or charges upon the repayment of its bank facilities.
Dividends
No dividends will be declared or paid on the Shares prior to the Effective Date.
Illustrative financial effects of the Proposals
The FAV per Share will be calculated as at the Calculation Date and will be
lower than the net asset value attributable to a Share as it will reflect the
Company's costs of implementing the Proposals and the known liabilities of the
Company to the closure of its liquidation and the Liquidators' retention to
provide for unknown liabilities.
For illustrative purposes only, if the Scheme had become effective at close of
business on 30 November 2010 and based on the assumptions set out in the notes
below, the FAV per Share would have been 107.66 pence and the Utilico FAV per
Share would have been 204.31 pence. The following table shows the attributable
value to a Shareholder who had validly elected for the Utilico Option or had
elected, or been deemed to have elected, for the Cash Option in respect of a
holding of 1,000 Shares. It should be noted that these figures are given for
illustrative purposes only and should not be regarded as a forecast of the
actual FAV per Share or the actual Utilico FAV per Share to be calculated as at
the Calculation Date.
+----------+------------+-----------+--------------+------------+
| | Mid-market | NAV of | 100% FAV | Number of |
| | value of | 1,000 | attributable | Utilico |
| | 1,000 | Shares | to 1,000 | Shares |
| | Shares | (GBP) | Shares | issued |
| | (GBP) | | (GBP) | |
+----------+------------+-----------+--------------+------------+
| Utilico | 855.00 | 1,095.10 | 1,076.60 | 526 |
| Option | | | | |
+----------+------------+-----------+--------------+------------+
| Cash | 855.00 | 1,095.10 | 1,076.60 | n/a |
| Option | | | | |
+----------+------------+-----------+--------------+------------+
| | | | | |
+----------+------------+-----------+--------------+------------+
| | | Market | Increase | Proforma |
| | | value of | / | net asset |
| | | relevant | (decrease) | value of |
| | | election | in market | Utilico |
| | | (GBP) | value of | Shares |
| | | | relevant | issued in |
| | | | election | respect |
| | | | over | of 1,000 |
| | | | mid-market | Shares |
| | | | value of | upon |
| | | | 1,000 | completion |
| | | | Shares | of the |
| | | | (GBP) | Proposals |
| | | | | (GBP) |
+----------+------------+-----------+--------------+------------+
| Utilico | | 798.21 | (56.79) | 1,076.09 |
| Option | | | | |
+----------+------------+-----------+--------------+------------+
| Cash | | 1,022.78 | 167.78 | n/a |
| Option | | | | |
+----------+------------+-----------+--------------+------------+
Notes and assumptions:
1. As at the close of business on 30 November 2010, the middle market share
price of a Share was 85.50 pence and of a Utilico Share was 151.75 pence;
2. As at the close of business on 30 November 2010, the NAV per Share and the
proforma FAV per Share were 109.51 pence and 107.66 pence respectively;
3. As at the close of business on 30 November 2010, the NAV per Utilico Share
and the proforma Utilico FAV per Share were 205.03 pence and 204.31 pence
respectively;
4. Shareholders holding 71.83 per cent. of the Shares validly elect for the
Utilico Option in respect of their entire holdings (being those who have given
irrevocable undertakings to elect for the Utilico Option);
5. Current period revenue reserves are included within the relevant NAV
calculations;
6. The Company's costs in respect of the Proposals are GBP275,000;
7. The retention retained by the Liquidators to cover unknown liabilities of
the Company is GBP50,000;
8. Utilico's costs in respect of the Proposals and associated matters are
GBP625,000;
9. Completion of the Proposals and the GPLPF Subscription as described in the
Circular; and
10. No account of the Utilico Warrants is taken in calculating the Utilico FAV
per Share.
On the assumptions set out above, a Shareholder holding 1,000 Shares:
+--+-------------------------------------------------------+
| -| who elects or is deemed to elect for the Cash Option, |
| | would receive GBP1,022.78 in cash (an increase over |
| | the mid-market value of their holding at the close of |
| | business on 30 November 2010 of 19.6 per cent.); |
| | |
+--+-------------------------------------------------------+
| -| who elects for the Utilico Option, would receive 526 |
| | Utilico Shares with, after completion of the |
| | Proposals, a proforma net asset value attributable to |
| | those shares of GBP1,076.09 (compared to the net |
| | asset value of GBP1,095.10 attributable to the 1,000 |
| | Shares held) and a market value of GBP798.21. |
+--+-------------------------------------------------------+
Conditions to the implementation of the Proposals
Implementation of the Scheme is conditional on a number of conditions being
fulfilled, including the passing of the special resolutions at the General
Meetings and the passing of resolutions by the shareholders of Utilico and the
ZDP Shareholders in order to, amongst other things, approve the issue of Utilico
Shares pursuant to the Scheme, the GPLPF Subscription, the Share Premium
Cancellation and the change to Utilico's investment policy. If any condition to
the Scheme is not satisfied, the Scheme will not be implemented and the Company
will continue in existence as an investment company. If the Scheme is not
implemented, the Board will continue to consider the options available to the
Company to enhance Shareholder value.
General Meetings
The Proposals are conditional, inter alia, upon Shareholders' approval of the
special resolutions to be proposed at the First GM and the Second GM. The First
GM will be held at 12.00 noon on 7 January 2011 and the Second GM will be held
at 12.00 noon on 17 January 2011. If either of the special resolutions to be
proposed at the General Meetings is not passed, the Proposals will not become
effective.
Related party transaction
As at the date of this announcement, NLPL is interested in 9,252,332 Shares,
representing approximately 52.51 per cent. of the issued Shares (excluding
Shares held in treasury). GPLPF is interested in 45,436,884 Utilico Shares,
representing approximately 52.6 per cent. of the issued Utilico Shares. NLPL is
controlled by the ultimate beneficial owner of GPLPF and as a result the Company
and Utilico are related parties for the purposes of the AIM Rules. The Scheme,
which requires the entering into of the Transfer Agreement and the Sale and
Purchase Agreement, is therefore a related party transaction for the purposes of
the AIM Rules.
As noted above, Warren McLeland is a director of the Company and of Utilico and
has taken no part in the Board's consideration of the Proposals. The Independent
Directors consider, having consulted with Arbuthnot, that the terms of the
Proposals are fair and reasonable insofar as Shareholders are concerned.
Dealings and settlement in Shares and cancellation of the admission of the
Shares to trading on AIM
The Shares will be disabled in CREST at 5.00p.m. on 5 January 2011. The last day
for dealings in Shares on AIM for normal settlement (to enable settlement prior
to the Record Date) will accordingly be 30 December 2010. After 30 December
2010, dealings should be for cash settlement only and will be registered in the
normal way if the transfer, accompanied by the documents of title, is received
by the Registrars by 6.00p.m. on 5 January 2011. Transfers received after
6.00p.m. on 5 January 2011 will be returned to the persons lodging them.
The Record Date, being the date for determining Shareholders' entitlements under
the Scheme, is 6.00p.m. on 5 January 2011.
Trading in the Shares on AIM will be suspended from 7.30a.m. on 7 January 2011
and such suspension will remain in place until either the cancellation of the
admission of the Shares to trading on AIM (following the Scheme becoming
effective) or the removal of such suspension as soon as practicable following
the decision of the Independent Directors to abandon the Proposals (only in
circumstances where the Scheme will not become effective for any reason).
If Shareholders pass the special resolution to be proposed at the First GM then
the Shares will be reclassified as Reclassified Shares in order to implement the
Scheme. Documents of title will not be issued, nor will CREST accounts be
credited, in respect of the Reclassified Shares. The Reclassified Shares will
not be admitted to trading on AIM.
The Company has notified the London Stock Exchange of its intention to seek
Shareholder approval for the cancellation of the admission of the Shares to
trading on AIM. If Shareholders pass the special resolution to be proposed at
the First GM, it is expected that such cancellation will take effect on 18
January 2011.
If Shareholders dispose of their Shares otherwise than through the London Stock
Exchange, they must make their own arrangements with the other parties concerned
as regards entitlements to cash and/or Utilico Shares under the Scheme.
If the Scheme becomes unconditional, Shareholders will retain their Shares.
However, the Liquidators will not register changes in ownership of the Shares
after the Scheme becomes unconditional save for transfers arising upon the death
or insolvency of a Shareholder or transfers by a nominee to another nominee with
no change in the beneficial ownership of the relevant Shares. After the
liquidation of the Company and the making of any distributions to Shareholders
out of any surplus in the Liquidation Fund, existing certificates in respect of
Shares held in certificated form will cease to be of value for any purpose and
any existing credit of Shares held in uncertificated form in any stock account
in CREST will be redundant.
Shareholders' intentions
The Independent Directors have consulted with NLPL, Custody Equity Management
Limited and Ingot and each of those Shareholders has irrevocably undertaken to
vote in favour of the resolutions to be proposed at the General Meetings and to
elect for the Utilico Option in respect of their entire holdings of Shares,
which in aggregate represent approximately 64.26 per cent. of the Company's
issued Shares (excluding Shares held in treasury).
Peter Burrows and Warren McLeland, who are Directors of the Company, have also
irrevocably undertaken to elect for the Utilico Option under the Scheme in
respect of their entire beneficial holdings of Shares, which in aggregate
represent approximately 7.56 per cent. of the Company's issued Shares (excluding
Shares held in treasury).
Recommendation
The Independent Directors, who have consulted with and been advised by
Arbuthnot, consider that the Proposals are fair and reasonable insofar as
Shareholders are concerned and are in the best interests of Shareholders as a
whole. In providing its advice to the Independent Directors, Arbuthnot has taken
into account the Independent Directors' commercial assessment of the Proposals.
Accordingly, the Independent Directors unanimously recommend Shareholders to
vote in favour of the resolutions to be proposed at the General Meetings. The
Directors intend to vote in favour of those resolutions in respect of their
entire beneficial holdings which, in aggregate, amount to 1,362,525 Shares,
representing approximately 7.73 per cent. of the Company's current issued Shares
(excluding treasury shares).
EXPECTED TIMETABLE
+--------------------------------------------+------------------------+
| Date from which it is advised that | 30 December 2010 |
| dealings in Shares should only be for cash | |
| settlement and immediate delivery of | |
| documents of title | |
+--------------------------------------------+------------------------+
| Latest time and date for receipt of white | 12.00 noon on 5 |
| Forms of Proxy in respect of the First | January 2011 |
| General Meeting, Forms of Election and TTE | |
| Instructions | |
+--------------------------------------------+------------------------+
| Shares disabled in CREST* | 5.00 p.m. on 5 January |
| | 2011 |
+--------------------------------------------+------------------------+
| Record Date for the Proposals | 6.00 p.m. on 5 January |
| | 2011 |
+--------------------------------------------+------------------------+
| Calculation Date | Close of business on |
| | 5 January 2011 |
+--------------------------------------------+------------------------+
| Shares suspended from trading on AIM | 7.30 a.m. on 7 January |
| | 2011 |
+--------------------------------------------+------------------------+
| First General Meeting | 12.00 noon on 7 |
| | January 2011 |
+--------------------------------------------+------------------------+
| Shares reclassified as Reclassified Shares | 14 January 2011 |
| according to Elections pursuant to the | |
| Scheme** | |
+--------------------------------------------+------------------------+
| Latest time and date for receipt of blue | 12.00 noon on 15 |
| Forms of Proxy in respect of the Second | January 2011 |
| General Meeting | |
+--------------------------------------------+------------------------+
| Second General Meeting | 12.00 noon on 17 |
| | January 2011 |
+--------------------------------------------+------------------------+
| Liquidators appointed and Effective Date | 17 January 2011 |
| for implementation of the Proposals | |
+--------------------------------------------+------------------------+
| Cancellation of the admission of the | 8.00 a.m. on 18 |
| Shares on AIM | January 2011 |
+--------------------------------------------+------------------------+
| Admission of new Utilico Shares to the | 8.00 a.m. on 18 |
| Official List and to trading on the Main | January 2011 |
| Market | |
+--------------------------------------------+------------------------+
| CREST accounts credited with Depositary | 18 January 2011 |
| Interests representing Utilico Shares in | |
| respect of Elections for the Utilico | |
| Option | |
+--------------------------------------------+------------------------+
| Cheques expected to be despatched and | On or as soon as |
| CREST payments made to Shareholders in | practicable after 18 |
| respect of Elections for the Cash | January 2011 |
| Option*** | |
+--------------------------------------------+------------------------+
| Share certificates in respect of Utilico | On or as soon as |
| Shares despatched | practicable after 18 |
| | January 2011 |
+--------------------------------------------+------------------------+
* For the avoidance of doubt, the Register will remain open until the Effective
Date.
** Reclassified Shares are a technical requirement of the Scheme and will be
created if the special resolution to be proposed at the First GM is passed and
becomes effective. Reclassified Shares will not be admitted to trading on AIM.
*** Shareholders who hold their Shares in CREST will receive the payments to be
made on (or as soon as practicable after) 18 January 2011 through the CREST
system. Any subsequent payments out of the Liquidation Fund will be made by
cheque.
--oo--
This information is provided by RNS
The company news service from the London Stock Exchange
END
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