TIDMJPLH
RNS Number : 1411G
Japan Leisure Hotels Ltd
06 May 2011
6 May 2011
Japan Leisure Hotels Limited
("JPLH" or the "Company")
Posting of Circular
On 28 April 2011, the Company announced the proposed disposal of
the JLH Subsidiaries for an aggregate cash consideration of 1.42
billion Yen (approximately GBP10.64 million) and the proposed
return of capital to shareholders of the Company. The JLH
Subsidiaries have invested into the TK Operators, which own and
operate Bonita Hotels in Japan. Under the AIM Rules, completion of
the Disposal will result in a fundamental change of business for
the Company, as it will have disposed of its entire portfolio of
investments in Japanese leisure hotels. The Disposal is therefore
conditional on inter alia the passing of the Disposal
Resolution.
The Directors will use the net proceeds raised from the Disposal
to return cash to Shareholders. The sum returned is expected to be
approximately 23 pence per Existing Ordinary Share, being
approximately GBP10.14 million in aggregate. This payment will take
the form of either an income dividend or a capital repayment,
depending on the wishes of each Eligible Shareholder. The balance
of the proceeds from the Disposal, after the relevant payments are
made to Shareholders will be used to meet the costs of liquidating
the Company. Any surplus after meeting the costs of liquidation
will be returned to Shareholders as a final capital payment, as
described below. In order to implement the above, the Company now
seeks the approval of its Shareholders for: (a) the cancellation of
admission of the Existing Ordinary Shares to trading on AIM; (b) a
capital reorganisation; and (c) a members' voluntary liquidation of
the Company.
( ) Assuming an exchange rate of 133.424 Yen per GBP1.00
sterling
The Company has today posted a Circular to Shareholders
explaining the background to the Proposals and what they mean for
Shareholders. The Circular also contains two notices in respect of
Extraordinary General Meetings which have been convened for 10.00
a.m. on 1 June 2011 and 10.00 a.m. 10 June 2011 at which
resolutions will be put to approve inter alia the Disposal, the
proposed cancellation of admission of the Existing Ordinary Shares
to trading on AIM, the amendment to the Articles, the
Reclassification of the Existing Ordinary Shares and the Return Of
Cash.
Enquiries:
Japan Leisure Hotels Limited
Alan Clifton, Chairman 01481 737600
Shore Capital and Corporate Limited
(NOMAD to the Company)
Dru Danford
Stephane Auton 020 7408 4090
Pelham Bell Pottinger 020 7861 3112 or 07802 442
Archie Berens 486
Set out below are extracts from the Circular which provide the
details of the proposed return of cash and share
reclassification.
PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM
Upon completion of the Disposal, the entire business of owning
and operating the Bonita Hotels will be transferred from the
Company to the Buyer and the Beneficiary. The JLH Subsidiaries
which invested in the Bonita Hotels, are currently the only assets
of the Company, and accordingly the Disposal will effectively
result in a fundamental change of business for the Company as it
will no longer have any investments in leisure hotels in Japan,
ancillary businesses directly related to the operation of leisure
hotels or securities secured on leisure hotels in Japan.
The Directors are therefore seeking shareholder approval at the
First Extraordinary General Meeting to be held at 10 a.m. on 1 June
2011 for the cancellation of admission of the Existing Ordinary
Shares to trading on AIM. In accordance with Rule 41 of the AIM
Rules, the Company has notified the London Stock Exchange of the
proposed cancellation which is conditional upon the consent of not
less than 75 per cent. of the votes cast by Shareholders in general
meeting.
Subject to the second resolution in the First Notice being
passed at the First Extraordinary General Meeting, it is
anticipated that trading in the Existing Ordinary Shares on AIM
will cease at close of business on 8 June 2011 with cancellation
taking effect at 7.00 a.m. on 9 June 2011.
Upon the cancellation becoming effective, Shore Capital and
Corporate Limited will cease to be nominated adviser to the Company
and Shore Capital Stockbrokers Limited will cease to be broker to
the Company and the Company will no longer be required to comply
with the AIM Rules. Following cancellation and given the proposed
reclassification and liquidation, it is not proposed that there
will be any market facility for dealing in the Existing Ordinary
Shares and no price will be publicly quoted. As a result, it will
be more difficult for Shareholders to buy and sell the Company's
Existing Ordinary Shares should they wish to do so.
The Company's report and accounts for the year ended 31 December
2010 will not be published or announced prior to the cancellation
of admission of the Existing Ordinary Shares to trading on AIM. It
is however anticipated that Shareholders will receive the report
and accounts for the year ended 31 December 2010 by 30 June
2011.
DETAILS OF THE RETURN OF CASH AND SHARE RECLASSIFICATION
The Directors will use the net proceeds raised from the Disposal
to return cash to Shareholders. This payment will either take the
form of the Dividend or the Distribution of Assets, depending on
the wishes of each Eligible Shareholder. The Company therefore
proposes the following:
(a) the proceeds will be returned to Shareholders such that,
together with the remainder of the Company's assets, there will be
a return of approximately GBP10.14 million to Shareholders, which
represents approximately 23 pence per Existing Ordinary Share;
and
(b) Eligible Shareholders will have a choice of receiving,
subject to certain limitations, their entitlement by way of income
or capital, namely:
(i) prior to liquidation of the Company, they may elect to
realise all or part of their investment in the Company for cash by
way of a dividend (the "Dividend Option"); and/or
(ii) in connection with the liquidation of the Company
Shareholders will receive all or part of their investment in the
Company by way of a capital return (the "Capital Distribution
Option"). The Directors will seek to agree with the Liquidators for
them to make an initial liquidation distribution of the B Fund so
that Shareholders electing for the Capital Distribution Option are
expected to receive the liquidation distribution in respect of the
B Fund shortly after the Second Extraordinary General Meeting at
which the Shareholders will vote on inter alia the proposed winding
up of the Company.
( ) Assuming an exchange rate of 133.424 Yen per GBP1.00
sterling
Subject to the appropriate resolutions being approved by
Shareholders:
(a) the Existing Ordinary Shares in respect of which valid
elections are made or are deemed to be made, for the Dividend
Option shall be reclassified as A Shares (on a one for one basis);
and
(b) the Existing Ordinary Shares in respect of which valid
elections are made, or are deemed to have been made, for the
Capital Distribution Option, shall be reclassified as B Shares (on
a one for one basis).
In order to effect the above, conditional on Shareholder
approval being obtained, the cash and other assets of the Company
will be divided into three funds. Following an allocation to the
Liquidation Fund (as described below), the remaining cash and other
assets (including the proceeds from the Disposal) will be divided
and allocated to the A Fund (in respect of the Dividend Option and
A Shares) and the B Fund (in respect of the Capital Distribution
Option and B Shares) pro rata to the number of Existing Ordinary
Shares elected, or deemed to have been elected, for each
Option.
Rights attaching to the A Shares and Deferred Shares
As soon as practicable after the First Extraordinary General
Meeting, the Company will pay the Dividend to Shareholders who have
elected or who are deemed to have elected for the Dividend
Option.
Following such Dividend being declared, all of the A Shares will
automatically be converted into Deferred Shares. The Deferred
Shares will not be admitted to the trading on AIM and will have
very limited economic rights and no voting rights and will
therefore have negligible value. All of the Deferred Shares in
issue will be capable of being compulsorily acquired by the Company
for an aggregate consideration of one penny after the Liquidation
Fund has been distributed.
The Deferred Shares will have a right only to participate in the
proceeds of a winding up once the B Shares have received an amount
equal to the Distribution of Assets. Once the B Shares receive such
amount and all other liabilities of the Company have been deducted,
any balance remaining in the Liquidation Fund shall be apportioned
between the holders of the B Shares and the Deferred Shares on a
pro rata basis.
Rights attaching to the B Shares
Conditional on Shareholder approval, it is expected that the
Company will be voluntarily wound up following the Second
Extraordinary General Meeting. As soon as practicable thereafter,
the Distribution of Assets will be paid by the Liquidators as part
of the winding up of the Company, such payment expected to be made
by the Liquidators from the B Fund as soon as practicable following
their appointment.
Liquidation Fund
The Liquidators will retain an amount to provide for all
outstanding current and future liabilities of the Company,
including contingent, unknown and unascertained liabilities and the
costs incurred by, or in respect of, the Company and the
Liquidators in relation to the Proposals. It is currently estimated
by the Directors that this retention will be approximately
GBP985,000 and will include one per cent. of the total proceeds of
the Disposal (being approximately GBP106,000) which will be held
for seven months in the Liquidation Fund to cover certain
warranties given by the Company pursuant to the Sale Agreement. The
Liquidation Fund will be comprised of cash.
To the extent that the total amount of the Liquidation Fund is
not required, the Liquidators will in due course pay the remaining
balance in cash to the holders of B Shares and Deferred Shares pro
rata to their respective holdings of such shares, such payment to
be made as a further capital liquidation distribution provided that
no such amount of less than GBP5.00 shall be paid to any
Shareholder but the same shall instead be paid to a charity
nominated by the Company.
General
None of the Existing Ordinary Shares or the Deferred Shares have
been or will be registered under the US Securities Act 1933 (the
"Securities Act") or the state securities laws of the United States
and none of them may be offered or sold in the United States unless
registered under the Securities Act and the relevant state
securities laws, or pursuant to an exemption form, or in a
transaction that is not subject to, the registration requirement of
the Securities Act or such laws.
UNITED KINGDOM TAXATION IN RELATION TO THE RETURN OF CASH
The comments below are intended as a general guide only and are
based on current UK tax law and HM Revenue and Customs' practice as
of the date hereof. Except where otherwise indicated, the comments
below apply only to Shareholders who are resident and, in the case
of individuals, ordinarily resident in the UK for tax purposes and
who hold their Existing Ordinary Shares beneficially as investments
and not on trading account. The position may be different for any
future disposal and may alter between the date of this document and
the implementation of the Return of Cash.
The Return of Cash to certain other Shareholders who hold their
Existing Ordinary Shares in special circumstances such as insurance
companies, collective investment schemes, persons who have (or are
deemed to have) acquired their shares by reason of an office or
employment and dealers in securities may result in different tax
consequences from those set out below for Shareholders.
Shareholders who are in any doubt as to their tax position or
who are subject to tax in a jurisdiction other than the United
Kingdom should consult an appropriate professional adviser.
1. Share Reorganisation
For the purposes of UK taxation of capital gains and corporation
tax on chargeable gains ("CGT") the steps by which holdings of
Existing Ordinary Shares are converted into and reclassified as
either A Shares or B Shares should be treated as a reorganisation
of the share capital of the Company. Accordingly, the A Shares or
the B Shares will replace a Shareholder's holding of Existing
Ordinary Shares and should be treated as the same asset as the
Shareholder's holding of Existing Ordinary Shares, and as having
been acquired at the same time as the Shareholder's holding of
Existing Ordinary Shares was acquired. In order to effect the
Return of Cash it will be necessary for the Share Reorganisation to
take place. Shareholders are asked to elect one of the following
Options in relation to their Existing Ordinary Shares.
2. Dividend Option
Income tax
The Company will not be required to withhold tax at source when
paying the Dividend pursuant to the Dividend Option.
A UK resident individual shareholder who receives the Dividend
from the Company should be entitled to a tax credit in respect of
the Dividend Option equal to one-ninth of the cash dividend
received or ten per cent. of the aggregate of the cash dividend
received and the related tax credit (the "gross dividend"),
provided the Shareholder holds less than 10 per cent. of a
shareholding in the Company. The related tax credit may be set
against the individual Shareholder's total liability to income tax
on the Dividend.
UK resident taxpayers who are not liable to UK tax on dividends,
including pension funds and charities, will not be liable to pay
tax on the Dividend and will not be entitled to reclaim the tax
credit on the Dividend.
An individual shareholder who is liable to income tax at no more
than the basic rate will be subject to income tax at the rate of
ten per cent. on the gross dividend and so the tax credit should
satisfy in full that individual Shareholder's liability to income
tax on the Dividend.
UK resident individual Shareholders who are liable to income tax
at the higher rate will be subject to income tax on the gross
dividend received at 32.5 per cent., but will be able to set the
tax credit off against this liability giving an effective 25 per
cent. rate after the tax credit. Such individuals who are subject
to income tax at the additional rate will be subject to tax on
gross dividend received at 42.5 per cent., with an effective 36.1
per cent. rate after the tax credit.
UK resident corporate Shareholders should generally not be
subject to corporation tax on the Dividend Option.
Taxation of chargeable gains
For CGT purposes, the Dividend (and the consequent conversion of
the A Shares into Deferred Shares) should not be treated as giving
rise to a disposal or part disposal of the A Shares.
Shareholders who receive the Dividend should note that,
consequent on the Share Reorganisation, the base cost, for CGT
purposes, of their Existing Ordinary Shares will be attributed to
their A Shares and this amount will continue to be attributed to
those A Shares following their conversion into Deferred Shares
(notwithstanding that the Deferred Shares have limited rights or
value).
A disposal of Deferred Shares (including a repurchase of
Deferred Shares or on the winding up of the Company) may result in
a Shareholder realising a capital loss. However, Shareholders
liable to corporation tax should note that it is possible that
section 30 of the Taxation of Chargeable Gains Act 1992 could be
regarded as being applicable to such a Shareholder who elects for
the Dividend. If that position applies, consideration for the
disposal of such a Shareholder's Deferred Shares is liable to be
increased for tax purposes by such an amount as is just and
reasonable having regard to the payment of the Dividend Option.
Those Shareholders who elect for the Dividend Option will
receive a cash dividend in respect of their A Shares. Such
Shareholders will receive cash distributions pro rata to their
respective holdings in the A Fund. It is expected that a cash
distribution to Shareholders who elect (or who are deemed to elect)
for the Dividend Option will be made on 14 June 2011 and that any
further cash distributions will be made by the Liquidators out of
the Liquidation Fund as and when they consider it appropriate
during a period of up to several months after their appointment.
Aggregate amounts due pursuant to the Dividend Option will be
rounded down to the nearest penny, provided that, in cases where
the amount so payable to any such Shareholder is less than GBP5.00,
such amounts shall be donated to a charity nominated by the
Company.
3. Capital Distribution Option
The Distribution of Assets by the Liquidators in respect of the
B Shares on a winding up pursuant to the Capital Distribution
Option to Shareholders should not be treated as an income
distribution for the purposes of the Income Tax Acts, but as a
distribution of a capital nature and therefore should not be
subject to tax as income in the hands of individual Shareholders.
The Distribution of Assets will not carry a tax credit.
A distribution in the case of a winding up will not be treated
as a distribution for the purposes of the Corporation Tax Acts and
therefore a corporate Shareholder should not be subject to
corporation tax on income on receipt of the Distribution of
Assets.
For CGT purposes, Shareholders who receive the Distribution of
Assets should be regarded as making a part disposal of their B
Shares. This may give rise to a chargeable gain or an allowable
loss, depending on the Shareholder's circumstances, taking into
account the Shareholder's base cost of the B Shares (which is the
same as the base cost of the Existing Ordinary Shares). Individual
and trustee CGT payers who make a chargeable gain will be subject
to CGT rates of up to 28 per cent. (subject to any applicable
exemption or relief).
A corporate Shareholder is taxable on all of its chargeable
gains, subject to other reliefs and exemptions. Corporate
Shareholders are entitled to indexation allowance up to the date
the chargeable gain is realised.
DEEMED ELECTIONS
If you are an Eligible Shareholder and you do not make a valid
election in respect of either Option (whether by submitting a
validly completed Form of Election as described in this document or
submitting a valid TTE instruction as described in this document),
unless the Directors otherwise determine, you will be deemed to
have chosen the Capital Distribution Option in respect of the
entirety of your Existing Ordinary Shares. If you elect for the
Capital Distribution Option and/or the Dividend Option in respect
of some but not all of your Existing Ordinary Shares you will be
deemed to have chosen the Capital Distribution Option in respect of
the balance of your Existing Ordinary Shares. If the total number
of Existing Ordinary Shares in respect of which you make an
election is more than the total number of Existing Ordinary Shares
you hold at the Record Date, then each Election you have made will
be decreased pro rata so that the aggregate equals your entire
holding of Existing Ordinary Shares as at the Record Date.
In addition, if you are an Overseas Shareholder and,
notwithstanding the terms of this document, you attempt to elect
for the Capital Distribution Option, you will be deemed to have
elected for the Dividend Option in respect of your entire holding
of Existing Ordinary Shares.
OVERSEAS SHAREHOLDERS
Shareholders who are not resident in the United Kingdom, the
Channel Islands or the Isle of Man or who are citizens, residents
or nationals of, or have their registered address in, countries
other than the United Kingdom, the Channel Islands or the Isle of
Man should consult their professional advisers to ascertain whether
their participation in, or any election under, the Return of Cash
will be subject to any restrictions or require compliance with any
formalities imposed by the laws or regulations of, or any body or
authority located in, the jurisdiction in which they are resident
or to which they are subject. In particular, it is the
responsibility of any Shareholder who is not resident in the United
Kingdom, the Channel Islands or the Isle of Man or a citizen,
resident or national of or who has his registered address in
another country to satisfy himself as to full observance of the
laws of each relevant jurisdiction in connection with the Return of
Cash, including the obtaining of any government, exchange control
or other consents; which may be required, or the compliance with
other necessary formalities needing to be observed and the payment
of any issue, transfer or other taxes or duties in such
jurisdiction.
The distribution of this document in certain jurisdictions may
be restricted by law. Persons into whose possession this document
comes should inform themselves about and observe any such
restrictions. Neither this document nor any other document issued
or to be issued by or on behalf of the Company in connection with
the Proposals constitutes an invitation, offer or other action on
the part of the Company in any jurisdiction in which such
invitation, offer or other action is unlawful.
A resident, citizen or national of, or a person with a
registered address in any jurisdiction other than the United
Kingdom, the Channel Islands or the Isle of Man is not entitled to
participate in the Capital Distribution Option and must therefore
not execute a Form of Election or give a TTE instruction to
participate in the Capital Distribution Option. A trustee,
custodian or nominee holding Existing Ordinary Shares on behalf of
a resident, citizen or national of, or a person with a registered
address in any jurisdiction other than the United Kingdom, the
Channel Islands or the Isle of Man is not entitled to participate
in the Capital Distribution Option and must therefore not execute a
Form of Election to participate in the Capital Distribution Option.
Without prejudice to the generality of the foregoing, a Shareholder
located in, or whose registered address is in, any jurisdiction
other than the United Kingdom, the Channel Islands or the Isle of
Man shall receive the Dividend, subject to such dividend being
declared.
The above provisions of this paragraph relating to Overseas
Shareholders and other Shareholders who are citizens, residents or
nationals of, or whose registered address is in, countries other
than the United Kingdom, the Channel Islands or the Isle of Man may
(subject to applicable law) be waived, varied or modified by the
Company in its absolute discretion as regards specific Overseas
Shareholders.
ADOPTION OF AMENDED ARTICLES
In order to implement the Proposals, amended Articles, which
include the rights and restrictions attaching to the A and B Shares
and the Deferred Shares, are being proposed to be adopted at the
First Extraordinary General Meeting.
INFORMATION FOR WARRANTHOLDERS
Holders of Warrants are entitled to exercise their Warrants, but
if they do so as they would be required to pay 45 pence per Warrant
to receive an Existing Ordinary Share (and/or B Share if exercised
following the reclassification of the Existing Ordinary Shares) and
will subsequently only receive the equivalent of 23 pence plus any
surplus following the distribution of the Liquidation Fund (which
is not expected to be material).
EXTRAORDINARY GENERAL MEETINGS
Set out at the end of this document, Shareholders will find the
First and Second Notices convening the First and Second
Extraordinary General Meetings of the Company. A Form of Proxy for
use at each Extraordinary General Meeting is enclosed with this
document.
At the First Extraordinary General Meeting an ordinary
resolution will be proposed to approve and authorise the Directors
to complete the Disposal, in accordance with the terms of the Sale
Agreement. In addition, special resolutions will be proposed: (a)
to authorise the Board to proceed with the proposed cancellation of
the admission of the Existing Ordinary Shares to trading on AIM;
and (b) to approve the reclassification of Existing Ordinary Shares
into A and B Shares, to amend the Articles to reflect the rights
attaching to the Reclassified Shares and to approve the Dividend as
recommended by Directors. The payment of the Dividend will be
conditional on the passing of the special resolution at the Second
Extraordinary General Meeting as described below.
At the Second Extraordinary General Meeting there will be one
special resolution to approve the entry of the Company into
voluntary liquidation, appoint the Liquidators and authorise their
remuneration, authorise the Liquidators to carry into effect the
provisions of the Articles (as amended by the First Extraordinary
General Meeting), and to approve any distribution pursuant to the
Capital Distribution Option.
ACTION TO BE TAKEN
Forms of Proxy
Shareholders will find enclosed with this document a Form of
Proxy for use at each Extraordinary General Meeting.
It is important that you complete and sign the enclosed Forms of
Proxy in accordance with the instructions printed thereon and
return it to the Company's registrars,Capita Registrars, PXS, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as
possible and in any event so as to arrive not later than 9.00 a.m.
on 31 May 2011 in respect of the First Extraordinary General
Meeting and not later than 9.00 a.m. on 8 June 2011 in respect of
the Second Extraordinary General Meeting. Completion and return of
a Form of Proxy will not preclude you from attending and voting at
the relevant Extraordinary General Meeting, should you wish to do
so.
Forms of Election
Eligible Shareholders who hold Existing Ordinary Shares in
certificated form will find enclosed with this document a Form of
Election that will allow them to elect for either of the
Options.
Such Shareholders should complete and return the Form of
Election to Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in
any event so as to arrive no later than 1.00 p.m. on 8 June 2011.
Elections, once submitted, will be irrevocable.
You should note that if you hold Existing Ordinary Shares in
both certificated and uncertificated form, you should complete a
Form of Election for the certificated holding and send a TTE
instruction for the uncertificated holding. If you hold Existing
Ordinary Shares in certificated form, but under different
designations, you should complete a separate Form of Election in
respect of each designation.
Shares held in uncertificated form
Eligible Shareholders who hold their Existing Ordinary Shares in
uncertificated form (that is, in CREST) do not have to complete or
return a Form of Election. You should, however, take (or procure to
be taken) the action set out below to transfer (by means of a TTE
instruction) the number of Existing Ordinary Shares in respect of
which you are making an election to an escrow balance, specifying
Capita Registrars in its capacity as the escrow agent (under its
participant ID referred to below), as soon as possible and in any
event so that the transfer to escrow settles not later than 1.00
p.m. on 8 June 2011.
You should send (or, if you are a CREST personal member, procure
that your CREST sponsor sends) a TTE instruction to Euroclear,
which must be properly authenticated in accordance with Euroclear's
specifications and which must contain the following details:
-- the number of Existing Ordinary Shares to be transferred to
an escrow balance;
-- your member account ID;
-- your participant ID;
-- the ISIN code for the Existing Ordinary Shares, which is
GG00B28QMS50;
-- the participant ID of Capita Registrars (in its capacity as a
CREST receiving agent) which is RA10;
-- the member account ID of Capita Registrars, which for the
Dividend Option is 27389DIV and for the Capital Distribution Option
is 27389CAP;
-- the corporate action number for the Proposals, which is
allocated by Euroclear and can be found by viewing the relevant
corporate action details in CREST;
-- contact name and number to be inserted in the shared note
field;
-- the intended settlement date for the transfer to escrow,
which should be as soon as possible and in any event no later than
1.00 p.m. on 8 June 2011; and
-- the standard delivery instruction priority of 80.
You should note that, if you hold Existing Ordinary Shares in
both certificated and uncertificated form, you should complete a
Form of Election for the certificated holding and send a TTE
instruction for the uncertificated holding. If you hold Existing
Ordinary Shares in uncertificated form, but under different member
account IDs, you should send a separate TTE instruction in respect
of each member account ID.
RECOMMENDATION
The Directors do not recommend Shareholders to vote in favour of
the Disposal. However, the Directors consider that it is very
unlikely that the Disposal will not be approved at the First
Extraordinary General Meeting, as the Majority Shareholders who own
87.57 per cent. of the Existing Ordinary Shares of the Company have
under the terms of the Sale Agreement entered into an irrevocable
undertaking to vote in favour of the Disposal Resolution.
Assuming that the Disposal Resolution is passed, the Directors
consider the proposed cancellation of the admission of the Existing
Ordinary Shares to trading on AIM, the Return of Cash and the
winding up of the Company to be in the best interests of the
Company and the Shareholders as a whole. Accordingly and on the
basis of the above assumption, the Directors unanimously recommend
Shareholders to vote in favour of all other resolutions to be
proposed at the Extraordinary General Meetings, as they intend to
do in respect of their own beneficial holdings of Existing Ordinary
Shares amounting, in aggregate, to 100,000 Existing Ordinary
Shares, representing approximately 0.23 per cent. of the existing
issued share capital of the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS*
Latest time and date for receipt of Forms 9.00 a.m. on 31 May
of Proxy for the First Extraordinary 2011
General Meeting
First Extraordinary General Meeting 9.00 a.m. on 1 June
2011
Completion of the Disposal 1 June 2011
Date from which it is advised that dealings 3 June 2011
in Existing Ordinary Shares should only
be for cash settlement and immediate
delivery of documents of title
Latest time for receipt of Forms of Proxy 9.00 a.m. on 8 June
for the Second Extraordinary General 2011
Meeting
Latest time and date for receipt of Forms 1.00 p.m. on 8 June
of Election 2011
Latest time and date for receipt of TTE 1.00 p.m. on 8 June
Instructions from Shareholders owning 2011
Existing Ordinary Shares in uncertificated
form
Record date for the purposes of Elections 6.00 p.m. on 8 June
2011
Register closes and Existing Ordinary 6.00 p.m. on 8 June
Shares disabled in CREST 2011
Expected cancellation of admission to 7.00 a.m. on 9 June
trading on AIM 2011
Existing Ordinary Shares reclassified 9 June 2011 following
as Reclassified Shares**, Register reopened cancellation of admission
to trading on AIM
Dividend in respect of the Dividend Option 9 June 2011 following
declared the reclassification
of the
Existing Ordinary Shares
Second Extraordinary General Meeting 9.00 a.m. on 10 June
2011
Cheques despatched and CREST payments 14 June 2011 following
made in respect of the Dividend to Shareholders close of Second EGM
electing for the Dividend Option and
conversion of A Shares into Deferred
Shares
Expected date for Company to be placed 14 June 2011 following
into liquidation payment of the Dividend
Expected distribution of the B Fund to As soon as practicable
B Shareholders after the appointment
of the Liquidators
* The dates and times given in this document are based on the
Company's current expectation and may be subject to change. If any
of the above dates or times should change, the revised times and/or
dates will be notified to Shareholders by an announcement on the
Regulatory News Service of the London Stock Exchange.
** The Reclassified Shares are a technical requirement of the
Return of Cash process. Existing Ordinary Shares will be
reclassified according to Elections made (or deemed to have been
made) by Shareholders.
All references in this document to times are to London
times.
DEFINITIONS
The following definitions apply throughout this document unless
the context requires otherwise:
"A Fund" the cash to be held for Shareholders
who elect for the Dividend Option
"A Shares" Existing Ordinary Shares which have
been reclassified into Existing Ordinary
Shares with "A" rights pursuant to the
special resolution set out in the First
Notice taking effect in accordance with
its terms
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules" the rules for AIM companies and their
nominated advisers issued by the London
Stock Exchange
"Articles" the articles of association/incorporation
of the Company
"Asset Manager" New Perspective YK, a Japanese company
which provides asset management services
to the TK Operators
"B Fund" the cash to be held for Shareholders
who elect for the Capital Distribution
Option and which is expected to be paid
to B Shareholders following the Second
Extraordinary General Meeting
"B Shares" Existing Ordinary Shares which have
been reclassified into Existing Ordinary
Shares with "B" rights pursuant to the
special resolution set out in the First
Notice taking effect in accordance with
its terms
"Beneficiary" AM1 Co., Ltd
"Bonita Hotels" the hotels owned by the TK Operators
in Isawa, Komaki, Matsusaka, Sendai,
Yamagata and Yokkaichi, Japan
"Buyer" Sanglier Pte. Ltd.
"Capita Registrars" or Capita Registrars, The Registry, 34
"the Registrar" Beckenham Road, Beckenham, Kent BR3
4TU
"Capital Distribution the option for Shareholders to realise
Option" their Existing Ordinary Shares for cash
by way of the Distribution of Assets
"certificated" or "in not in uncertificated form
certificated form"
Companies Law the Companies (Guernsey) Law 2008, as
amended or replaced from time to time
"Completion" completion of the Disposal pursuant
to the Sale Agreement
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined
in the CREST Regulations)
"CREST Manual" the compendium of documents entitled
CREST Manual issued by Euroclear from
to time and comprising the CREST Reference
Manual, the CREST Central Counterparty
Service Manual, the CREST International
Manual, CREST Rules, CCSS Operations
Manual and the CREST Glossary of Terms
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755), as amended
"Deferred Shares" deferred shares in the capital of the
Company with the rights set out in the
special resolution set out in the first
Notice, into which the A shares will
automatically convert once the Dividend
is paid prior to the liquidation of
the Company
"Directors" or "Board" the directors of JLH whose names are
set out on page 8 of this document
"Disposal" the proposed disposal of all of the
issued and outstanding shares of the
JLH Subsidiaries to the Buyer as described
in this document
"Disposal Resolution" the ordinary resolution of Shareholders
set out in the First Notice, which (if
passed and amongst other things) will
approve the Disposal
"Distribution of Assets" the distribution of assets to be made
by the Liquidators on the winding up
of the Company to holders of B Shares,
such amount being expected to be equal
on a per share basis to the Dividend
"Dividend" A final dividend expected to be approximately
23 pence per share payable prior to
the winding up of the Company to all
Overseas Shareholders and to Eligible
Shareholders electing for the Dividend
Option
"Dividend Option" the option for Shareholders to realise
their Existing Ordinary Shares for cash
by way of a Dividend to be paid prior
to the winding up of the Company
"Effective Date" 10 June 2011
"Elections" elections made by Eligible Shareholders
pursuant to the Form of Election
"Eligible Shareholders" all Shareholders other than Overseas
Shareholders
"Euroclear" Euroclear UK & Ireland Limited
"Existing Ordinary Shares" the existing ordinary shares of 1 pence
each in the capital of the Company
"Extraordinary General the First Extraordinary General Meeting
Meetings" or "EGMs" and/or the Second Extraordinary General
Meeting, as the context may require
"First Extraordinary the first Extraordinary General Meeting,
General Meeting" details of which are set out in the
First Notice
"First Notice" the notice of the First Extraordinary
General Meeting to be held at 9.00 a.m.
on 1 June 2011
"Form of Election" the form of election enclosed with this
document
"Form of Proxy" any form of proxy sent to Shareholders
with this document for use at the Extraordinary
General Meetings
"Group" the Company and its subsidiaries
"Hotel Operator" Bonita Services LLP, a Japanese company
which provides hotel operation services
to the TK Operators
"Japan Leisure Hotels", Japan Leisure Hotels Limited, a Guernsey
"JLH" or the "Company" incorporated company with registered
number 47899
"JLH Subsidiaries" JLH1 and JLH2
"JLH1" JLH1 Limited, a Guernsey incorporated
company with registered number 47918
"JLH2" JLH2 Limited, a Guernsey incorporated
company with registered number 47919
"Liquidation Fund" the liquidation fund to be established
by the Liquidators
"Liquidators" Ashley Charles Paxton and Robert James
Kirkby, both of KPMG Channel Islands
Limited, 20 New Street, St Peter Port,
Guernsey GY1 4AN, acting jointly and
severally for the purposes of the winding
up of the Company, expected to be appointed
as liquidators of the Company pursuant
to the first resolution tabled at the
Second Extraordinary General Meeting
"London Stock Exchange" London Stock Exchange plc
"Majority Shareholders" Chestnut Fund Ltd and Japan Resorts
and Leisure Limited
"member account ID" the identification code or number attached
to any member account in CREST
"NOMAD" Shore Capital and Corporate Limited
"Notices" the First Notice and/or the Second Notice,
as the context may require
"Option" the Dividend Option and/or the Capital
Distribution Option, as the context
may require
"Overseas Shareholders" Shareholders whose addresses, as entered
in the Company's Register, are outside
the UK, the Channel Islands and the
Isle of Man or who are not resident
in, or a citizen, resident or national
of the UK, the Channel Islands or the
Isle of Man
"Pounds" or "GBP" the lawful currency of the United Kingdom
"Proposals" the Disposal, the Return of Cash, the
proposed cancellation of admission of
the Existing Ordinary Shares to trading
on AIM, the proposed winding up of the
Company and the other matters described
in this document to be approved at the
Extraordinary General Meetings, including
the reclassification of the Existing
Ordinary Shares into A and B Shares
and the changes to the Articles and
all ancillary matters
"Reclassified Shares" Existing Ordinary Shares as reclassified
into Existing Ordinary Shares with "A"
rights and Existing Ordinary Shares
with "B" rights pursuant to the special
resolution set out in the First Notice
taking effect in accordance with its
terms
"Record Date" 6.00 p.m. on 8 June 2011
"Register" the register of members of the Company
"Return of Cash" the repayment of funds to Shareholders
either by way of the Dividend Option,
the Capital Distribution Option or additional
return of capital from the proceeds
of the liquidation
"Sale Agreement" the agreement dated 27 April 2011 made
between the Company, the Majority Shareholders,
the Buyer and the Beneficiary relating
to the disposal of the JLH Subsidiaries
and the TK Operators
"Second Extraordinary the Second Extraordinary General Meeting,
General Meeting" details of which are set out in the
Second Notice
"Second Notice" the notice of the Second Extraordinary
General Meeting to be held at 9.00 a.m.
on 10 June 2011
"Shareholders" holders of Existing Ordinary Shares
"TK Operators" First Dormitory Yugen Kaisha, Yugen
Kaisha KN Planning, Yugen Kaisha Chubu
Kasseika and BLT Godo Kaisha, Japanese
companies which have received capital
contributions from the JLH Subsidiaries
in order to acquire the Bonita Hotels
"TK Owners" Bonita Holdings LLC and Bonita Holdings
Ltd, the shareholders of the TK Operators
"TTE Instruction" a transfer to escrow instruction (as
described in the CREST Manual)
"UK" the United Kingdom of Great Britain
and Northern Ireland
"uncertificated" or "in recorded in the Register as being in
uncertificated form" uncertificated form in CREST and title
to which, by virtue of the CREST Regulations,
may be transferred by means of CREST
"Warrant" a warrant entitling the holder to subscribe
for one new Existing Ordinary Share
at GBP0.45 (exercisable from 31 January
2010 until 31 January 2013)
"Warranty Deed" the warranty deed dated 27 April 2011
made between the Company, the Majority
Shareholders, the Buyer and the Beneficiary
relating to the disposal of the JLH
Subsidiaries and the TK Operators
"Yen" or "Yen" the lawful currency of Japan
( ) Assuming an exchange rate of 133.424 Yen per GBP1.00
sterling
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEASSKEFFFEFF
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