St Peter Port Capital Limited St Peter Port Capital Limited : Publication Of Circular And Notice Of Egm
May 24 2017 - 2:00AM
UK Regulatory
TIDMSPPC
24 May 2017
St Peter Port Capital Limited
(the "Company")
Publication of Circular and Notice of EGM
The Company announces that a circular ("Circular") containing a notice
convening an extraordinary general meeting (the "EGM") and a copy of the
published annual accounts for the year ended 31 March 2017 and notice of
annual general meeting (the "AGM") is being posted to shareholders
today.
The AGM and the EGM will be held at 2:00 p.m. and 2:15 p.m. respectively
at Martello Court, Admiral Park, St Peter Port, Guernsey, GY1 3HB on 21
June 2017.
The purpose of the EGM is to approve the recommended proposal to
continue the life of the Company for at least one more year. Extracts
from the Circular, which sets out the reasons for the resolution, are
set out below and a copy of the Circular dated 24 May 2017 will shortly
be available on the Company's website http://www.stpeterportcapital.gg.
Capitalised terms used but not otherwise defined in this announcement
have the same meaning as set out in the Circular.
For further information:
St Peter Port Capital Limited
Lynn Bruce, Director +44 (0) 1481 724 222
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett
Jamie Barklem
Carolyn Sansom +44 (0) 20 7383 5100
Shore Capital
Patrick Castle +44 (0) 20 7408 4090
EXPECTED TIMETABLE OF EVENTS
Dispatch of the Circular 24 May 2017
Latest time and date for receipt of Forms of Proxy 2.15 p.m. on 19 June 2017
Date and time of Extraordinary General Meeting 2.15 p.m. on 21 June 2017
LETTER FROM THE BOARD OF ST PETER PORT CAPITAL LIMITED
Recommended proposal to extend the life of the Company for a further
year
Introduction and background to the proposal of the Ordinary Resolution
The Company was admitted to trading on AIM approximately ten years ago
on 16 April 2007 as a newly incorporated, Guernsey registered,
closed-ended investment company. It had the aim of generating value for
Shareholders by investing in growth companies, predominantly immediately
prior to an anticipated initial public offering.
At the time of Admission, the directors of the Company undertook in the
Admission Document that, every five years, Ordinary Shareholders should
be afforded the opportunity, by the passing of an ordinary resolution of
the Company requiring 50 per cent. of Ordinary Shares voting at an
extraordinary general meeting of the Company, to elect whether the
Company should continue as an investment company admitted to trading on
AIM or should instead be wound up by the Directors and the Investment
Manager. Accordingly, on 18 June 2012 a resolution to continue the life
of the Company for five years was so put and was passed at the general
meeting of Ordinary Shareholders.
As a further five years have passed, I am writing to shareholders now to
enable you to consider the continuation of the Company. An Ordinary
Resolution is being proposed at the EGM as required by the Articles and
in accordance with what is set out in the Admission Document. The
Articles require that an EGM is convened by the Directors no later than
30 Business Days after the fifth anniversary of the extraordinary
general meeting convened in June 2012 to propose the Ordinary
Resolution.
If the Ordinary Shareholders vote against continuation of the Company,
which will be deemed to be the case if the Ordinary Resolution is not
passed, a two-stage winding-up process would follow as provided by the
Articles and the Admission Document. The Directors and the Investment
Manager would be required to commence a process of orderly realisation
by the Company of its investments, to be completed by the Directors and
the Investment Manager within a period of no more than one year. Under
the Articles, the Directors would then be required, no later than 12
months from the date on which Ordinary Shareholders vote for the Company
to be wound up, to convene a further extraordinary general meeting of
the Company at which a further resolution would have to be tabled to
wind up the Company by the appointment of a liquidator. The effect of
this would be to require the Company and its Investment Manager to seek
to dispose of all the Company's investments within a year of the
Ordinary Resolution not being passed.
Accordingly, the purpose of this letter is to provide Ordinary
Shareholders with details of the Ordinary Resolution to continue the
life of the Company.
The Company's Articles require a resolution for the winding up of the
Company to then be proposed to be voted on by Ordinary Shareholders at
five-yearly intervals. Notwithstanding that being the case, if the
Ordinary Resolution is passed, it is the Directors' intention to give
Ordinary Shareholders the ability each year to consider whether to
continue for a further year or initiate the liquidation of all the
Company's holdings including those which are highly illiquid.
Resolutions will be proposed at successive Annual General Meetings of
the Company.
Ordinary Shareholders should be aware that should the Ordinary
Resolution not be passed, the Directors and the Investment Manager would,
in accordance with the Articles, be required to proceed to wind up the
Company, through a process of orderly realisation by the Company of its
investments within a year of the EGM. Ordinary Shareholders should note
that, as is set out in the Notice of EGM, a vote in favour of the
Ordinary Resolution shall also be deemed to be a vote against a
resolution to wind up the Company under the Articles and vice versa.
For the reasons set out below, the Directors consider that the Ordinary
Resolution is in the best interests of the Company and its Shareholders
as a whole. Accordingly, the Directors unanimously recommend that
Ordinary Shareholders VOTE IN FAVOUR OF THE RESOLUTION to be proposed at
the EGM as they intend to do in respect of their beneficial
shareholdings, which in aggregate amount to 75,000 Ordinary Shares,
representing approximately 0.12 per cent. of the issued Ordinary Share
capital of the Company.
ORDINARY RESOLUTION
THAT:
a. the life of the Company be continued;
b. the Company not be wound up by the Directors and the
Investment Manager through a process of orderly realisation by the
Company of its investments and cessation of further investment and that
the Directors shall not proceed to wind up the Company in accordance
with the Articles; and
c. Ordinary Shareholders, by voting in favour of this Ordinary
Resolution shall be deemed to be voting against an ordinary resolution
to wind up the Company in the form set out in Article 45.4 of the
Articles ("Article 45.4") and Ordinary Shareholders, by voting against
this Ordinary Resolution, shall be deemed to be voting for an ordinary
resolution to wind up the Company in the form set out in Article 45.4.
Reasons why the Directors believe Ordinary Shareholders should vote IN
FAVOUR OF the Ordinary Resolution
The Company's portfolio of investments include some investments which
the Directors believe offer potential for capital gain from the values
at which they are currently being held. However, these investments
remain illiquid. If the Company was to be wound up within a year of the
continuation vote presented in the Circular, it would be difficult to
secure good value for these promising but illiquid investments as their
sale would be premature.
The Company's Board and Investment Manager have striven to sell
individual investments and over the last six months initiated a
strategic review. This placed the Company into a formal offer period
under the City Code on Takeovers and Mergers and therefore effectively
invited bids for the Company as a whole. Whilst some initial interest
has been expressed, this has typically been at a very large discount to
the current carrying values for the holdings, which the Board believes
are held at prudent values. It is clear that the interest has been on
the basis that the Shareholders of the Company would have to accept
terms appropriate to a "distressed sale".
The Board does not believe that it is either necessary or desirable for
Shareholders to accept such terms. However, the Board is also conscious
from feedback it has received that Shareholders would like liquidity if
appropriate terms could be achieved. For this reason, the Board does not
recommend a continuation for five years without further resolutions
being presented to Shareholders, but instead to present resolutions to
continue on an annual basis at the Company's Annual General Meeting.
Moreover, in a few cases, as discussed in the accompanying Financial
Results there are possibilities for investee companies to secure
substantial gains if particular foreseeable events occur. The
complexities of these investments make it unlikely that good realisation
could be readily achieved by their sale to a third party not fully
familiar with their historical background.
The past five years of the Company's life have seen strong recovery in
some sectors of unquoted investment but a turbulent period for resources
companies, which represent a considerable part of the Company's
remaining portfolio. There are now some signs that the climate for such
companies is improving. In relation to the two remaining investments in
technology and bio-technology, they require further time and significant
further investment to show their potential.
Continuation of the Company will therefore permit the Investment Manager
to seek to endeavour to secure for Shareholders the potential gains
within the Company's portfolio without the undue pressure of a forced
liquidation which should greatly enhance the attractiveness of the
Company's Ordinary Shares.
The extension of the life of the Company will necessarily incur some
extra expenditure on running the Company which would not arise if it was
wound up more quickly. Clearly this expenditure will be justified if by
the extension of the Company's life the Shareholders receive a
materially higher eventual return of capital, taking into account the
time value of money arising from a delay. The Board is committed to an
exercise of seeking to reduce such expenditure and will aim to achieve
significant savings. It is noteworthy that with the reductions over the
last two years in net asset value, the fees paid to the Company's
investment manager have more than halved.
Extraordinary General Meeting
The EGM will be held at Martello Court, Admiral Park, St Peter Port,
Guernsey, GY1 3HB on 21 June 2017 at 2:15 p.m.. If the Resolution at the
EGM is passed, then it will be binding on all Ordinary Shareholders,
whether or not they voted in favour of the Resolution.
At the EGM, the Ordinary Resolution will be proposed as to whether the
life of the Company should be extended or not. Ordinary Shareholders
should note that, as is set out in the Notice of EGM, a vote in favour
of the Ordinary Resolution shall also be deemed to be a vote against a
resolution to wind up the Company under the Articles and vice versa.
Whether or not you intend to be present at the EGM, you are requested to
complete and sign the relevant Form of Proxy and return it to Capita
Asset Services, as soon as possible and, in any event, so as to arrive
not later than 2:15 p.m. on 19 June 2017. Unless the Form of Proxy is
received by this date and time, it will be invalid. The completion and
return of a Form of Proxy will not preclude you from attending the EGM
and voting in person if you so wish. Those Ordinary Shareholders on the
register of members of the Company as at close of business on 19 June
2017 will be eligible to attend (in person or by proxy) and vote at the
EGM.
The information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 ("MAR").
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: St Peter Port Capital Limited via Globenewswire
http://www.stpeterportcapital.gg
(END) Dow Jones Newswires
May 24, 2017 02:00 ET (06:00 GMT)
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