TIDMPVCS
RNS Number : 5366W
PV Crystalox Solar PLC
18 April 2019
PV Crystalox Solar PLC
Notice of General Meeting and Posting of Circular
PV Crystalox Solar PLC (the "Company") announces that it has
posted a circular to Shareholders containing a Notice of General
Meeting to be held at the offices of Norton Rose Fulbright LLP, 3
More London Riverside, London SE1 2AQ at 11.00 a.m. on 14 May 2019
for the purpose of approving the resolution required to effect the
proposed reductions of capital, return of capital of 24 pence per
share and share capital consolidation.
A copy of the Circular is available from the Company's website
at www.pvcrystalox.com
Capitalised terms used herein will have the meaning given to
them in the Circular.
The full text of the expected timetable of events and the
Chairman's letter included in the Circular are reproduced
below.
Enquiries:
Matthew Wethey +44 (0) 1235 437160
Group Secretary
PV Crystalox Solar PLC
EXPECTED TIMETABLE OF EVENTS
Latest time and date for receipt of Forms 11:00a.m. on 12
of Proxy May 2019
General Meeting 11:00a.m. on 14
May 2019
Court Hearing 4 June 2019
Registration of Court Order and Effective 5 June 2019
Date of Reductions of Capital
Latest time and date for dealings in Existing 5 June 2019
Ordinary Shares
Return of Capital Record Time 6.00pm on 5 June
2019
Share Capital Consolidation Record Time. 6.00p.m. on 5 June
Existing Ordinary Share register closed 2019
and Existing Ordinary Shares disabled in
CREST
Cancellation of trading of Existing Ordinary 8.00a.m. on 6 June
Shares. New Ordinary Shares admitted to 2019
the standard segment of the Official List
and to trading on the London Stock Exchange's
main market for listed securities. Dealings
commence in New Ordinary Shares
New Ordinary Shares commence trading ex-entitlement 8.00am on 6 June
to Return of Capital 2019
CREST accounts credited with New Ordinary Approximately 8.00a.m.
Shares on 6 June 2019
Despatch of cheques to Shareholders or On or around 20
Shareholders' CREST accounts credited (as June 2019
appropriate) in respect of Return of Capital
entitlements, and despatch of share certificates
in respect of New Ordinary Shares
Notes
These dates (except those for the receipt of forms of proxy and
of the General Meeting) are estimates only, being subject to
agreement of hearing dates with the Court. The timetable assumes
that the General Meeting will not be adjourned as a result of there
being no quorum, or for any other reason. If there is an
adjournment, all subsequent dates are likely to be later than those
shown. Any changes will be notified to Shareholders by an
announcement on the Regulatory News Services of the London Stock
Exchange.
All references to time in this document are to London time.
LETTER FROM THE CHAIRMAN OF PV CRYSTALOX SOLAR PLC
Proposed Reductions of Capital, Return of Capital, Share Capital
Consolidation and Notice of General Meeting
1. Introduction
The Board is pleased to confirm that it proposes to make a
return of capital to Shareholders of approximately GBP38.5 million,
subject to finalisation of the process and Shareholder approval.
The General Meeting to seek Shareholder approval will be held on 14
May 2019 at 11.00a.m.
This letter explains the background to the Reductions of Capital
and how the Return of Capital is proposed to be effected. The
effect of the proposed Return of Capital will be that for every
fully paid Existing Ordinary Share held at the Reductions of
Capital Record Time, a Shareholder will receive 24 pence in cash.
The expected date for the Return of Capital through despatch of
cheques to Shareholders or crediting of Shareholders' CREST
accounts (as appropriate) is on or around 20 June 2019.
The purpose of this document is to provide you with the
background to, and reasons for, the Proposals, to explain why the
Board considers the Proposals are likely to promote the success of
the Company for the benefit of the Shareholders as a whole and why
the Board unanimously recommends that you vote in favour of the
Resolution to be proposed at the General Meeting, notice of which
is set out at the end of this document. Shareholders should note
that, unless the Resolution is approved at the General Meeting (and
the Court approves the Reductions of Capital), the Return of
Capital will not take place.
2. Background to and reasons for the Proposals
On 8 November 2017 the Group announced that it had received
notification of the final award rendered by the International Court
of Arbitration of the International Chamber of Commerce in the
matter filed by the Group in March 2015 and arising from an
outstanding long-term wafer supply contract with one of the world's
leading PV companies. The award required the customer, which had
failed to purchase wafers in line with its contractual obligations,
to pay the amount of around EUR36.5 million including interest to
the Group as at 1 May 2018.
On 17 August 2018 the Group announced that it had concluded an
agreement with the customer in settlement of all claims and
obligations under the wafer supply contract and arbitration award.
Under the agreement the customer made total payments of EUR28.8
million, being an initial payment of EUR14.5 million received in
May 2018, and a further final payment of EUR14.3 million received
in November 2018, and waived its right to demand delivery by the
Group of 22.9 million wafers.
On 1 February 2019 the Group announced that following an
extensive review of the strategic options for the future of the
Group, the Board had concluded that returning a large proportion of
available cash, as part of an orderly resolution of the Group's
affairs, would be in the best interests of Shareholders rather than
the pursuit of acquisitions.
On 21 March 2019 the Group announced that it intended to return
24 pence per ordinary share to shareholders on the register at the
time of the Return of Capital, which will be implemented through a
reduction of the capital reserves. The proposed reduction of the
Company's share premium account and of the nominal value of the
Ordinary Shares will enable the Company to make a Return of Capital
to Shareholders of approximately GBP38.5 million in aggregate.
3. Current trading and prospects
The Board has conducted an extensive review of the strategic
options for the future of the Group and has concluded that
returning a large proportion of available cash, as part of an
orderly resolution of the Group's affairs, would be in the best
interests of shareholders rather than the pursuit of acquisitions.
In parallel we will aim to complete the transformation of the
manufacturing operation in Germany using existing capabilities to
develop new business opportunities in the cutting of non-silicon
materials. A sale to a third party or a transfer of the business to
the existing management team would be given consideration if an
offer was made. Following the Return of Capital the Company will be
considerably reduced in value. The Board currently intends to
maintain the Company's listing on the standard segment of the
Official List, however consideration will also be given to the
possible cancellation of the listing. Three months' notice will be
given to shareholders of any decision on cancellation which is
unlikely to be taken before September. The Board will seek to
return further surplus capital to Shareholders through a share
buyback, tender offer or other means as and when the Board
considers it appropriate. The Board will continue to explore
options for the future of the Group in order to maximise
shareholder return.
4. The Reductions of Capital
In accordance with the Companies Act 2006 and applicable
accounting standards, the Company's share premium account and
capital redemption reserve are non-distributable capital reserves
and are treated, except in limited circumstances, as part of the
Company's paid up share capital.
Under the Companies Act 2006, a company may, with the sanction
of a special resolution and the confirmation of the Court, reduce
or cancel its existing issued share capital, share premium account
and capital redemption reserve. It may apply the sums resulting
from such reduction, amongst other things, in either repaying
holders of the relevant shares the amounts paid up on the share
capital which is reduced or cancelled or in crediting the company's
profit and loss account, thereby potentially creating distributable
reserves.
The proposed reduction of the Company's share premium account
and of the nominal value of the Ordinary Shares will enable the
Company to make a Return of Capital to Shareholders of
approximately GBP38.5 million in aggregate.
The Board considers it desirable that the Company has the
maximum flexibility to consider the means by which further value
may be returned to Shareholders in the future, including by way of
a share buyback or tender offer. The proposed cancellation of the
Company's capital redemption reserve will create distributable
reserves which may be utilised by the Company for facilitating
future returns of cash to shareholders, including any future share
buyback or tender offer, or for other corporate purposes.
In seeking the Court's approval of the Reductions of Capital and
the Return of Capital, the Court will need to be satisfied that the
interests of the creditors (including contingent creditors) of the
Company, whose debts remain outstanding on the date on which the
Court Order is registered, will not be prejudiced by the proposed
Reduction of Capital. The Company proposes to demonstrate to the
Court that its financial position is sufficiently strong so that
the Company's creditors are not at risk of non-payment by reason of
the Reductions of Capital, or will otherwise put in place such
arrangements as the Court considers appropriate to satisfy the
Court in this regard.
Shareholders should note that if, for any reason, the Court
declines to approve the Reductions of Capital, then the Return of
Capital will not take place.
The Company intends that an application will be made for the
Court to approve the Reductions of Capital promptly after the
General Meeting provided that the Resolution has been passed. It is
anticipated that the initial directions hearing in relation to the
Reductions of Capital will take place on 22 May 2019, with the
final Court Hearing taking place on 4 June 2019 and the Reductions
of Capital becoming effective on 5 June 2019, following the
necessary registration of the Court Order at Companies House. It is
anticipated that Shareholders will be sent cheques (or have
Shareholders' CREST accounts credited (as appropriate)) for the
proceeds of the Return of Capital on or around 20 June 2019.
5. Share Capital Consolidation
Immediately following the Return of Capital Record Time, the
Company proposes to undertake the Share Capital Consolidation. The
purpose of the Share Capital Consolidation is to seek to ensure
that, subject to market fluctuations, the market price of each New
Ordinary Share following the implementation of the Reductions of
Capital is approximately the same as the market price of each
Existing Ordinary Share immediately beforehand. The Share Capital
Consolidation should also allow historical and future financial
information in relation to the Company to be compared on a
per-share basis before and after the Reductions of Capital.
The value proposed to be returned pursuant to the Return of
Capital represents approximately 95.49% of the Company's market
capitalisation (based on the average closing middle market price
for the three business days prior to the date of posting of this
document of 25.13 pence per Existing Ordinary Share). As a result
of the Share Capital Consolidation, the number of ordinary shares
in issue will be reduced by a broadly equivalent percentage (being
95.46%), with Shareholders receiving 1 New Ordinary Share for every
22 Existing Ordinary Shares held at the Share Capital Consolidation
Record Time.
Following the Share Capital Consolidation, it is expected that
there will be approximately 7,285,408 New Ordinary Shares in issue
on the Admission Date. The New Ordinary Shares, when issued and
fully paid, will rank for all dividends declared, made or paid
after the date of allotment and issue of the New Ordinary
Shares.
The New Ordinary Shares will, subject to Admission, be traded on
the London Stock Exchange's main market for listed securities and
will be equivalent in all material respects to the Existing
Ordinary Shares. After the Reductions of Capital and the Share
Capital Consolidation, Shareholders will own the same proportion of
the Company as they did immediately beforehand, subject to
fractional entitlements.
A fractional entitlement will arise as a result of the Share
Capital Consolidation unless a holding of Existing Ordinary Shares
is exactly divisible by 22. For example, a Shareholder holding 23
Existing Ordinary Shares would be entitled to 1 New Ordinary Share
and a fractional entitlement of 1/22 of a New Ordinary Share after
the Share Capital Consolidation. These fractional entitlements will
be aggregated and sold in the market and, as the proceeds from the
sale of any such fractional entitlement (net of any expenses) will
be less than GBP5.00, Shareholders will have no entitlement or
right to the proceeds of sale but instead any such proceeds will be
retained by the Company.
Following the Share Capital Consolidation, New Ordinary Share
certificates are expected to be sent to Shareholders who hold their
Existing Ordinary Shares in certificated form by 20 June 2019, and
the CREST accounts of Shareholders who hold their Existing Ordinary
Shares in uncertificated form are expected to be credited with New
Ordinary Shares at approximately 8.00am on 6 June 2019.
If you currently hold Existing Ordinary Shares in uncertificated
form, it is currently expected that the Existing Ordinary Shares
under ISIN GB00BFTDG626 will be disabled at 6.00pm on the day
before Admission (which is currently expected to be 5 June 2019)
and on or soon after 8.00am on the date of Admission (which is
currently expected to be 6 June 2019) your CREST account will be
credited with New Ordinary Shares under ISIN GB00BJ0CHQ31.
To effect the Share Consolidation it may be necessary to issue,
repurchase for cancellation or cancel from the Company's holding in
treasury, such number of Existing Ordinary Shares so that the
number of the Company's Existing Ordinary Shares is exactly
divisible by 22.
Existing dividend mandates to bank or building society accounts
given in relation to dividends paid in respect of Existing Ordinary
Shares will continue to apply to the New Ordinary Shares.
6. Further returns of value
Following the Return of Capital the Board will continue to
manage the Group's current business in Germany while seeking a
potential sale or transfer of that business to a new owner,
including possibly the existing management of that business. The
Board will also continue to explore strategic options for the
future of the Group in order to maximise shareholder return. Should
further surplus capital become available in the Group, and should
the Board conclude that it is the best interests of Shareholders to
return that capital to Shareholders, then the Board will seek to
return further value to Shareholders, including by way of tender
offer or share buyback.
7. Taxation
The Return of Capital structure is expected to result in UK tax
payers receiving their cash proceeds as capital for taxation
purposes, provided that they hold their Ordinary Shares as an
investment. The position of a particular Shareholder may differ and
Shareholders should take their own advice. For information
regarding the tax position of the Return of Capital, please see
Part 2 of this document. If you are subject to taxation in a
jurisdiction other than the UK, are non-UK domiciled or are in any
doubt as to your tax position, you should consult an appropriate
independent professional adviser.
8. Non-United Kingdom Shareholders
Shareholders who are not resident in the United Kingdom or who
are citizens, residents or nationals of other countries should
consult their professional advisers to ascertain whether the
Proposals 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 Shareholders not resident in the United
Kingdom or a citizen, resident or national of another country to
satisfy themselves as to full observance of the laws of each
relevant jurisdiction in connection with the Proposals, including
the obtaining of any government, exchange control or other consent
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.
Shareholders who are not resident in the United Kingdom should
note that they should satisfy themselves that they have fully
observed any applicable legal requirements under the laws of their
relevant jurisdiction in relation to the Proposals.
9. General Meeting
At the end of this document is a notice convening the General
Meeting to be held at Norton Rose Fulbright LLP, 3 More London
Riverside, London, SE1 2AQ at 11.00 a.m. on 14 May 2019, at which
the Resolution will be proposed.
The Resolution to be proposed at the General Meeting is a
special resolution to authorise:
-- subject to Court approval, the Issued Capital Reduction, the
Share Premium Reduction and the Capital Redemption Reduction, and
the repayment of capital of an amount approximately equal to the
aggregate of the Issued Capital Reduction Amount and the Share
Premium Reduction Amount, and the transfer to the Company's profit
and loss account of an amount equal to the Capital Redemption
Reduction Amount; and
-- the subdivision and consolidation of the Existing Ordinary
Shares into New Ordinary Shares, and the aggregation and sale of
fractional entitlements with the proceeds of sale to be retained by
the Company.
The Proposals are conditional upon, amongst other things, the
Resolution being approved by Shareholders at the General Meeting.
If the Resolution is not passed, the Return of Capital will not
take place.
10. Action to be taken
A Form of Proxy for use at the General Meeting is enclosed.
Whether or not you intend to attend the General Meeting in
person, you are requested to complete and sign the Form of Proxy in
accordance with the instructions printed on it and then to return
it to the Company's Registrars, Equiniti, at Aspect House, Spencer
Road, Lancing, West Sussex, BN99 6DA. Completed forms of proxy
should be returned to the Company's Registrars so as to be received
by no later than 11.00 a.m. on 12 May 2019.
The completion and return of a Form of Proxy will not preclude
you from attending the General Meeting and voting in person should
you so wish.
11. Recommendation
The Directors consider that the Proposals are likely to promote
the success of the Company for the benefits of the Shareholders as
a whole. Accordingly, the Board unanimously recommend that you vote
in favour of the Resolution, as the Directors intend to do in
respect of their beneficial holdings.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGIRMITMBIBBJL
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April 18, 2019 02:00 ET (06:00 GMT)
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