TIDMAIS
RNS Number : 9773F
Alternative Invest. Strategies Ld
30 April 2014
Alternative Investment Strategies Limited (the "Company")
Publication of Circular in connection with proposed voluntary
liquidation of the Company
30 April 2014
The Company has today posted a circular to shareholder (the
"Circular") containing proposals for the members' voluntary
liquidation of the Company.
Shareholders approved the realisation of the Company's assets in
an orderly manner through a managed wind-down (the "Managed
Wind-down", as further described in the circular to Shareholders
dated 15 May 2013) in June 2013.
As part of the Managed Wind-down, the Company has undertaken
three compulsory partial redemptions of Shares in August and
November 2013 and February 2014, returning in aggregate,
approximately GBP139.4 million to Shareholders. Following the
Redemptions, the Net Asset Value of the Company, as at 28 April
2014, being the latest practicable date prior to the publication of
the Circular, was approximately GBP10.85 million.
In light of the current small size of the Company and the fact
that the Company's portfolio has been substantially realised, and
the fixed costs of maintaining a listing, the Board considers that
it is in the best interests of the Company and its Shareholders
that the Company be placed into voluntary liquidation. Accordingly,
the Board is putting forward to Shareholders the proposals
described in the Circular. If the proposals are approved, the
Company will also make an application to the UKLA for the
cancellation of the admission of the Shares to listing on the UKLA
Official List and to trading on the Main Market, and an application
to the CISE for the cancellation of the admission of the Shares to
listing on the CISE Official List.
The Proposals
Under the Proposals, the Company will be wound up
voluntarily.
Subject to Shareholder approval, Alex Adam and Andy Isham of
Deloitte LLP will be appointed as joint liquidators (the
"Liquidators") to the Company and their remuneration shall be
determined by the Company. Upon the appointment of the Liquidators,
all powers of the Board will cease and the Liquidators will be
responsible for the affairs of the Company until it is wound up.
The Liquidators will establish a retention of such amount as they
consider appropriate to meet the Company's estimated costs and
expenses whilst in liquidation. It is estimated that the retention
will amount to approximately GBP40,000. The Liquidators will wind
up the Company in accordance with Guernsey law.
As at 30 April 2014, the Company held GBP10,471,152 of
unencumbered cash (net of any liabilities, the costs of winding-up
the Company and the Liquidators' retention of GBP40,000). In
addition, settlement proceeds of approximately US$313,000 from the
sale of certain illiquid investments may not be available in time
for the Initial Distribution (as defined below), in which case it
is expected to form the basis of either an interim distribution or
the Final Distribution (as defined below).
The Liquidators will make an initial distribution of
approximately GBP10.47 million (being 130.2 pence per Share) on or
shortly after 30 May 2014 (the "Initial Distribution"). Thereafter,
it is anticipated that the Liquidators will make a final
liquidation distribution of the remaining surplus assets of the
Company and Liquidators' retention (the "Final Distribution").
At any date following the date of the Initial Distribution but
prior to the date of the Final Distribution, the Liquidators may
(to the extent there is cash available), but shall not be obliged
to, make any number of interim liquidation distributions to those
Shareholders appearing on the register of members as at the Record
Date. Other than the Initial Distribution which will be made to
uncertificated Shareholders through CREST, all distributions will
be paid by way of cheques drawn upon a UK clearing bank posted to
the registered addresses of the Shareholders as at the Record Date.
Such payments will be at the sole risk of the Shareholder
concerned.
The Board has considered the fact that the distribution of any
amount of less than GBP5 per Shareholder would be likely to be
nullified by the administrative costs of making such distribution.
Accordingly, the Board has resolved that any amount of less than
GBP5 that would otherwise be paid to a Shareholder on an interim
liquidation distribution shall be retained until the next interim
liquidation distribution date, if any, on which it forms part of an
amount owed to the Shareholder that is in excess of GBP5. If, at
the date of the final liquidation distribution, there remains any
amount of less than GBP5 that would otherwise be paid to a
Shareholder, the Board has resolved that such amount shall be
donated to charity.
The Company and, its investment manager, International Asset
Management Limited (the "Investment Manager") have agreed that the
Investment Manager will be paid up to 28 May 2014, that the
Investment Manager's appointment will terminate immediately upon
the passing of the Resolution at the EGM and that no termination
fee will be payable by the Company in respect of such
termination.
The Proposals are conditional upon Shareholders' approval of the
Resolution.
Expected timetable
The anticipated dates and sequence of events relating to the
implementation of the Proposals are set out below:
Record Date for participation 10.30 a.m. on 26 May 2014
and voting in the EGM
Latest time and date for receipt by 10.30 a.m. on 27 May
of Form of Proxy for the EGM* 2014
Closing of the Company's register 6.00 p.m. on 27 May 2014
and Record Date for participation
in liquidation distributions
Suspension of listings and trading 7.30 a.m. on 28 May 2014
of the Shares
EGM 10.30 a.m. on 28 May 2014
Liquidators appointed 28 May 2014
Announcement of the result of 28 May 2014
the EGM
Cancellation of listing and trading 7.00 a.m. on 9 June 2014
of the Shares on the CISE
Cancellation of listings from 8.00 a.m. on 9 June 2014
the Official List and trading
of the Shares on the Main Market
of the LSE
All references are to London time unless otherwise stated.
* Please note that the latest time for receipt of the Form of
Proxy in respect of the EGM is 10.30 a.m. on 27 May 2014 or
twenty-four hours prior to the time allotted for the adjourned
meeting.
Costs of winding up
It is anticipated that the costs and expenses of liquidating the
Company will be approximately GBP124,750. This includes the costs
of administering the Company in liquidation and the costs of making
the Initial and Final Distributions but excludes the Liquidators'
retention.
Suspension and cancellation of listing and trading of the
Shares
The Register will be closed at 6.00 p.m. on 27 May 2014 and the
Shares will be disabled in CREST at the start of business on 28 May
2014 and, to be valid, all transfers must be lodged before that
time. Applications will be made to the UKLA and CISE for suspension
of listing of the Shares on the UKLA Official List and the CISE
Official List, respectively, and applications will be made to the
London Stock Exchange and CISE for suspension of trading in the
Shares at 7.30 a.m. on 28 May 2014. The last day for dealings in
the Shares on the London Stock Exchange and the CISE on a normal
rolling three day settlement basis will be 22 May 2014. After 22
May 2014, dealings should be for cash settlement only and will be
registered in the normal way if the transfer, accompanied by the
documents of title, is received by the Registrars by close of
business on 27 May 2014. The Record Date, being the date for
determining which Shareholders are entitled to receive liquidation
distributions, is close of business on 27 May 2014.
Transfers received after that time will be returned to the
person lodging them and, if the Resolution is passed, the original
holder will receive any proceeds from distributions made by the
Liquidators.
If the Resolution is passed, the Company will make applications
for the cancellation of the admission of the Shares to listing on
the UKLA Official List and to trading on the Main Market, and to
the CISE following the EGM with the cancellations expected to take
effect at 8.00 a.m. and 7.00 a.m. respectively on 9 June 2014.
After the liquidation of the Company and the making of the Final
Distribution to Shareholders (if any), existing certificates in
respect of the Shares will cease to be of value and any existing
credit of the Shares in any stock account in CREST will be
redundant.
Extraordinary General Meeting
Pursuant to the Companies (Guernsey) Law, 2008 (as amended) (the
"Companies Law"), Shareholder approval (by way of a special
resolution i.e., a majority of not less than 75 per cent. of
Shareholders present (in person or by proxy) and voting) is
required to wind up the Company.
A Notice convening an EGM of the Company to be held at 10.30
a.m. on 28 May 2014 is set out in the Circular. The Resolution to
be proposed at the EGM will be proposed as a special resolution.
Shareholders should note that the vote will be taken by poll.
A quorum of two Shareholders present in person or by proxy being
entitled to vote and holding between them at least 5 per cent. of
the Company's issued share capital is required for the EGM. All
persons holding Shares in the Company as at 10.30 a.m. on 26 May
2014, or if the EGM is adjourned, on the register of Shareholders
of the Company 48 hours before the time of any adjourned EGM, shall
be entitled to attend or vote at the EGM. The total number of
Shares in issue, excluding Shares held in treasury, as at 30 April
2014 is 8,042,307.
Consequences of the Proposals not being approved
The Proposals are conditional on the passing of the Resolution
and, if it is not passed, the Proposals will not be implemented. In
these circumstances, the Company will continue in its current state
and the Board would consult with Shareholders as to the future
course of action.
Guernsey Regulatory Notification
The GFSC and CISE have been notified of the Proposals in respect
of the Company in accordance with the requirements of the
Authorised Closed-Ended Investment Schemes Rules 2008 and the CISE
Listing Rules, respectively.
National Storage Mechanism
The Circular will be available on the National Storage Mechanism
which is located at www.morningstar.co.uk/uk/NSM shortly. The
Circular will also be available from the offices of the Company's
administrator, Kleinwort Benson (Channel Island) Fund Services
Limited, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1
2HT and published on the Company's website.
Capitalised terms shall have the meanings attributed to them in
the Circular unless otherwise defined in this announcement.
Enquiries:
Alexander von Mühlen
International Asset Management Limited
Tel: +44 (0) 20 7734 8488
Matt Tostevin
Kleinwort Benson (Channel Islands) Fund Services Limited
(Secretary)
Tel: +44 (0) 1481 710607
Lucy Lewis / Andrew Zychowski
Canaccord Genuity Limited (broker)
Tel: +44 (0) 20 7523 8000
Canaccord Genuity Limited, which is authorised and regulated by
the Financial Conduct Authority, is acting for the Company and for
no one else in connection with the matters detailed in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Canaccord Genuity Limited or for affording advice in relation
hereto, or any other matters referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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