Circular to Shareholders
November 02 2007 - 8:01AM
UK Regulatory
HIGHLAND TIMBER P.L.C. ("the Company")
2 November 2007
Proposed Members Voluntary Winding-Up
and
Cancellation of Admission of Ordinary Shares to Trading on AIM
Notice of Extraordinary General Meeting
The Company announces that a circular ("the Circular") has today been posted to
Shareholders in relation to the proposed members' voluntary winding-up of
Highland Timber P.L.C, and cancellation of admission of Ordinary Shares to
trading on AIM, containing a notice of Extraordinary General Meeting of the
Company, to be held at 11.00am on 28 November 2007.
Copies of the circular will be available from the Company's website at:
www.highlandtimber.co.uk
Enquiries:
Highland Timber P.L.C. 020 7937 0755
Oliver Waring, Chief Executive Officer
Arbuthnot Securities Limited 020 7012 2000
Tom Griffiths/Richard Johnson
Expected timetable of principal events
Latest time and date for receipt of 11.00am on Monday, 26 November 2007
Forms of Proxy
Extraordinary General Meeting 11.00am on Wednesday, 28 November 2007
Appointment of Liquidator Wednesday, 28 November 2007
Cancellation of admission of Ordinary 7.00am on Thursday, 6 December 2007
Shares to trading on AIM
Background and further information
At the Company's extraordinary general meeting held on 20 September 2007,
Shareholders approved the sale of the Company's Forest Assets to FIM Timber
Growth Fund IV for a cash consideration of �12,500,000 payable on completion.
Completion of the Disposal took place with effect from 21 September 2007.
Following the Disposal the Company's assets comprised Sterling cash balances,
which at the date of the Circular stand at approximately �15,000,000 or 121
pence per share net of expected expenses and on a fully diluted basis.
Under the AIM Rules, the Company no longer has a trading business and is
implementing its Investing Strategy, as approved by Shareholders at the
Company's extraordinary general meeting held on 26 June 2007. The Investing
Strategy permits the Directors to provide an opportunity for Shareholders to
consider the future of the Company by convening an extraordinary general
meeting to consider whether the Company should distribute funds to
Shareholders.
Following representations made by and discussions with many of the Company's
Shareholders, the Directors believe that, given the relative illiquidity of the
Company's Shares as traded on AIM, the creation of a significant liquidity
event would be in the best interests of Shareholders, and that the most cost
effective event is the use of a solvent, members' voluntary winding-up to
facilitate a full distribution of the Company's assets. -
The Directors therefore propose that notice of an EGM of the Company's
Shareholders be given for the purposes of voting on the Resolution to commence
a solvent, members voluntary winding-up of the Company. It is intended that,
should the Resolution be approved, that a substantial first distribution of the
Company's cash assets will be made in early 2008. The remainder of the
Company's cash assets will be distributed as soon as practicable thereafter.
It is expected that, subject to the approval of the Resolution, admission of
the Ordinary Shares to trading on AIM will be cancelled with effect from
7.00am. on Thursday 6 December 2007.
The Directors believe that the Proposals satisfy the Directors' stated
objective of generating maximum Shareholder value and create liquidity not
currently available in the open market, and are accordingly recommending that
Shareholders vote in favour of the Resolution.
Terms and expressions defined in the Circular (unless expressly provided to the
contrary) have the same meaning in this announcement.
END
END
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