OPF Off-Plan Fd

 

TIDMOPF 
 
RNS Number : 7370C 
Off-Plan Fund Limited (The) 
19 November 2009 
 

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|                                     |                           19 November 2009 | 
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THE OFF-PLAN FUND LIMITED 
(the "Company" or "Fund") 
 
 
Proposed Change of Investing Policy 
 
 
The Company announces that it has today posted a circular to Members of the 
Company (the "Circular") detailing a proposal to vary the investing policy of 
the Fund so as to authorise and permit the Directors to undertake an orderly 
disposal of the remaining properties, investments and other assets of the Fund, 
on such terms as the Directors consider to be necessary or desirable, in order 
to achieve a systematic winding down of the activities of the Fund (the "Orderly 
Winding Down"). 
 
 
Save where the context requires otherwise, defined terms used in this 
announcement shall have the same meaning as given in the Articles of 
Associations of the Fund (the "Articles"). 
 
 
Background to the proposal 
In light of recent discussions with a number of significant shareholders and 
further to the return of capital announced on 26 October 2009, the Directors 
have resolved, subject to approval of the Members, to commence the Orderly 
Winding Down. 
 
 
The Directors of the Fund are of the view that a disposal of the remaining 
properties, investments and other assets of the Fund in anything other than an 
orderly manner will significantly reduce the level of potential returns of cash 
to Members. In effecting the Orderly Winding Down, the Directors will actively 
consider all offers for the remaining property units on an individual or group 
basis, in relation to their prevailing Red Book (the standard valuation manual 
of the Royal Institution of Chartered Surveyors) valuations, in order to seek to 
maximise the potential return of cash to Members. Whilst the Fund will always 
seek to achieve the best possible price in the market for its properties, 
depending on prevailing market conditions there is no certainty that any of the 
Fund's properties can be sold at their Red Book valuations. In addition, as 
property is an illiquid asset, the Orderly Winding Down may take some time to be 
completed and there is a risk that acceptable purchasers may not be found in the 
immediate term. As announced on 26 October 2009, the Fund will also pursue the 
recovery of GBP1.1 million in deposits, which has been guaranteed by Zurich 
Insurance Company. The Directors will take appropriate professional advice in 
connection with the return to Members of the net proceeds of the realisations 
made (taking into account relevant considerations such as the ongoing operating 
costs of the Fund and its potential liabilities). 
 
 
In anticipation of the Orderly Winding Down and in order to reduce the 
termination costs potentially payable by the Fund, Development Capital 
Management (Jersey) Limited (the "Manager") has agreed with the Fund, subject to 
the consent of the Jersey Financial Services Commission, that, with effect from 
the date of approval of the Orderly Winding Down by the Members, the notice 
period for termination of the management agreement will be reduced from twelve 
to six months, such notice not to given before 30 June 2010. The Board is 
actively engaged in discussions with the Fund's advisers to consider appropriate 
methods by which costs can be minimised during the Orderly Winding Down. 
 
 
Approval of Members required 
The decision by the Directors to propose the Orderly Winding Down constitutes a 
change in the investing policy of the Fund under the AIM Rules. Consequently, 
the Fund is required to seek approval from its Members to this change and the 
adoption of a new investing policy. In addition, Article 8.01 of the Articles 
provides that the investing policy stated in the Offering Memorandum may be 
varied or rescinded in whole or in part by way of Ordinary Resolution (being a 
resolution of the Fund in general meeting or of the holders of any class of 
shares adopted by a simple majority of the votes cast at that meeting). A 
revised investing policy, which the Directors believe will allow them to achieve 
the Orderly Winding Down, is set out in the Circular, which can be found at the 
Fund's website, www.offplanfund.com. 
 
 
Extraordinary General Meeting 
 
 
A notice convening the Extraordinary General Meeting of the Fund to be held on 4 
December 2009 at 8th Floor, Union House, Union Street, St. Helier, JE2 3RF at 
10.30 a.m. accompanies the Circular, at which an Ordinary Resolution will be 
proposed pursuant to Article 8.01 of the Articles and Rule 8 of the AIM Rules 
for Companies to adopt a new investing policy so as to authorise the Orderly 
Winding Down. To be effective, the Ordinary Resolution must be passed by a 
simple majority of the votes cast at the Extraordinary General Meeting. 
 
 
List of Contacts: 
 
 
Development Capital Management 
Roger Hornett 
Andy Gardiner 
020 7355 7600 
 
 
Merchant John East Securities Limited 
(Nominated Adviser) 
Bidhi Bhoma/Simon Clements 
020 7628 2200 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCCKFKDFBDDCDD 
 

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