Update re Reconstruction and Winding Up (5886Z)
January 17 2011 - 7:29AM
UK Regulatory
TIDMECIT
RNS Number : 5886Z
Eclectic Investment Company PLC
17 January 2011
17 January 2011
Eclectic Investment Company plc
(in members' voluntary liquidation) "Eclectic" or the
"Company")
Update re recommended Proposals for the Reconstruction and
Winding Up of the Company
1. Result of the Second General Meeting
The special resolution put to Shareholders at the Second General
Meeting held earlier today was duly passed. Accordingly, the
Liquidators have been appointed and the Effective Date for
implementation of the Proposals is today, 17 January 2011.
2. Elections under the Scheme
Valid elections under the Utilico Option to rollover Shares into
Utilico Shares were received in respect of 12,816,497 Shares
(representing approximately 72.74 per cent. of the Company's issued
Shares, excluding Shares held in treasury).
4,803,005 Shares (representing approximately 27.26 per cent. of
the Company's issued Shares, excluding Shares held in treasury)
were elected or were deemed to elect, for the Cash Option.
3. FAV per Share and Utilico FAV per Share
The Calculation Date for the FAV per Share and Utilico FAV per
Share under the terms of the Scheme was the close of business on 5
January 2011. The FAV per Share is 112.6024 pence and the Utilico
FAV per Share is 235.7763 pence.
For illustrative purposes, for every 1,000 Shares in respect of
which a Shareholder elected:
(1) for the Utilico Option, that Shareholder will receive 477
Utilico Shares (see Note 1 below). or
(2) for the Cash Option (or was deemed to elect for the Cash
Option), that Shareholder will receive GBPGBP1,069.72 (see Note 2
below).
4. Expected Timetable
The expected timetable of the Proposals is set out below:
Cancellation of the admission of the Shares 8.00 a.m. on 18
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 and the Scheme becomes effective
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 CREST On or as soon as
payments made to Shareholders in respect practicable after
of Elections for the Cash Option (Note 18 January 2011
3)
Share certificates in respect of Utilico On or as soon as
Shares despatched practicable after
18 January 2011
For further information please contact:
Arbuthnot Securities Limited
(Financial Adviser to Eclectic) Hugh Field 020 7012 2000
Phoenix Administration Services
Limited
(Company Secretary) Duncan Hayes 01245 398 950
Notes:
(1) The aggregate number of Utilico Shares to be issued to a
Shareholder who elected for the Utilico Option equates to ([A x B]
/ C) where:
A = the FAV per Share;
B = the total number of Shares with "Utilico" rights held by the
Shareholder; and
C = the Utilico FAV per Share
Fractions of Utilico Shares which would otherwise arise will not
be issued to Shareholders, with fractional entitlements being
rounded down to the nearest whole number of Utilico Shares.
(2) The cash sum per Share payable under the Cash Option (being
95 per cent. of the FAV per Share) is 106.97228 pence. Entitlements
to cash under the Cash Option will be rounded down to the nearest
whole penny.
(3) 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.
General
Definitions used herein have the same meanings as set out in the
Circular to Shareholders dated 6 December 2010. A copy of the
Circular is available on the Company's website at
www.eclecticinvest.com.
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.
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