TIDMRSS
RNS Number : 4379Z
RAB Special Situations Company Ltd
27 May 2016
27 May 2016
RAB SPECIAL SITUATIONS COMPANY LIMITED
("RSS" OR "THE COMPANY")
Notice of Extraordinary General Meeting
relating to the Continuation of the Company
RAB Special Situations Company Limited wishes to announce that a
circular dated 27 May 2015 (the "Circular") will be posted to
shareholders of the Company to enable shareholders to vote on the
future of the Company. Included within the Circular is a notice of
an extraordinary general meeting to be held on 28 June 2016.
A copy of the Circular will shortly be available on the
Company's website at the following URL:
www.rabspecialsituations.com
Capitalised terms and expressions used in this announcement
shall have the same meanings as those attributed to them in the
Circular.
Certain extracts from the Circular are set out below.
For further information please visit www.rabspecialsituations.com
or contact:
Elysium Fund Management RAB Capital Limited Panmure Gordon
Limited No. 1 Adam Street (UK) Limited
PO Box 650 London One New Change
1(st) Floor WC2N 6LE London
Royal Chambers EC4M 9AF
St Julian's Avenue David Hince
St Peter Port Tel: +44 207 389 Richard Gray /
Guernsey 7000 Andrew Potts /
GY1 3JX Adam James
Tel: +44 207 886
Tel: +44 1481 810 100 2500
e-mail: elysium@elysiumfundman.com
EXPECTED TIMETABLE OF EVENTS
2016
Latest time and date for receipt 9.00 a.m. on 24
of Forms of Proxy for the June
EGM
Last day of dealings of Ordinary 27 June
Shares on AIM and in CREST
Suspension of trading in the 7.00 a.m. on 28
Ordinary Shares June
EGM 9.00 a.m. on 28
June
Appointment of the Liquidator 28 June
Cancellation of the Company's 7.30 a.m. on 29
Ordinary Shares from trading June
on AIM expected to be effective
Estimated date for the First 29 July
Distribution to Shareholders*
* Actual date to be determined by the Liquidator.
Each of the times and dates in the above expected timetable may
be extended without further notice. If any of the above times
and/or dates change, the revised time(s) and/or date(s) will be
notified to Shareholders by an announcement. All references to
times are to London time unless otherwise stated.
LETTER FROM THE CHAIRMAN
Dear Shareholders
Proposals relating to the voluntary winding-up of the Company,
appointment of a Liquidator and cancellation of admission to
trading on AIM
I am writing to invite you to an Extraordinary General Meeting
("EGM") of RAB Special Situations Company Limited which will be
held at 9.00 a.m. on 28 June 2016 at the Company's registered
office at 1st Floor Royal Chambers, St. Julian's Avenue, St Peter
Port, Guernsey, GY1 3JX.
The Resolution that Shareholders will be asked to consider and,
if thought fit, approve is set out in the Notice of EGM set out at
the end of the Circular. I encourage you to review the Resolution
and the notes thereto prior to attending the EGM or submitting your
Form of Proxy.
Introduction
At an extraordinary general meeting of the Company held on 17
December 2015, Shareholders voted in favour of proposals to, inter
alia, change the investing policy of the Company to the orderly
realisation of the Company's existing investment, being 100 per
cent. of the Sterling Guernsey Share Class of the Master Fund (the
"Existing Investment") in a manner designed to preserve as much
value as possible for Shareholders with a view to a realisation in
a reasonable timeframe.
Following the 17 December 2015 Shareholder meeting the Company
served notice on the Master Fund to redeem its Existing Investment
with a view to distributing the proceeds to Shareholders in due
course. Such notice was given for redemption of the Existing
Investment to take place on 1 July 2016.
The Board of the Company has previously indicated that, once the
Company's existing investment had been realised, the Directors
would convene an extraordinary general meeting of the Company at
which it was expected that a special resolution will be put for the
voluntary winding up of the Company, the delisting from AIM and the
appointment of a liquidator, as well as a distribution to
Shareholders. As announced on 1 April 2016, the Company was
informed that the Master Fund has set a compulsory redemption date
of 1 April 2016. The Company's Existing Investment has now been
realised in full by the Investment Manager, generating cash
proceeds of GBP4,301,823.58. Following such realisation, the
Company's sole investment is in cash.
The unaudited NAV per Ordinary Share as at 24 May 2016, taking
into account the proceeds of the Existing Investment, is 7.37
pence.
In accordance with the Company's investing policy, the Company
would not make any new investments in the Master Fund.
Accordingly, the Board is pleased to place before Shareholders
proposals for the voluntary winding-up of the Company, the
appointment of the Liquidator and the cancellation of the admission
to trading on AIM of the Ordinary Shares (the "Proposals").
The Board has been considering the most efficient method of
returning the Company's cash to Shareholders. As noted above, the
Board has previously indicated that it would recommend the
declaration of a distribution at the time of the appointment of the
Liquidator. However your Board has determined that a more efficient
method would be to allow the Liquidator to distribute cash to
Shareholders as part of the liquidation of the Company.
The timing and amount of distributions depends on the
determination of the Liquidator. However, it is expected that a
distribution of approximately 7 pence per Ordinary Share will be
paid by the Liquidator on or around 29 July 2016 (the "First
Distribution"). It is expected that the Liquidator will require the
Company to retain a relatively modest amount of cash to cover the
liabilities of the Company, including the costs of the liquidation.
A final distribution (if any) is expected to be made following the
completion of the liquidation process.
The Proposals require the approval of Shareholders. The purpose
of the Circular is to convene the necessary EGM which will be held
at the registered office of the Company at 1st Floor Royal
Chambers, St. Julian's Avenue, St Peter Port, Guernsey, GY1 3JX.
The Notice of EGM is set out at the end of the Circular.
Voluntary Liquidation
Before the liquidation process can commence, the Directors must
make a statutory declaration to the effect that the Company is
solvent. In addition, the decision to put the Company into
voluntary liquidation must be approved by 75 per cent. of the votes
cast at the EGM.
In accordance with relevant legislation in Guernsey, Shareholder
approval is also being sought for the appointment of Collenette
Jones Limited, Guernsey, to act as liquidator in the voluntary
liquidation process. The Liquidator will be appointed to oversee
that the Company's cash assets available for distribution on a
winding-up are distributed to Shareholders.
As noted above, the First Distribution is expected to be made on
or around 29 July 2016. The Liquidator will set aside sufficient
assets in a liquidation fund to meet the Company's liabilities. The
Liquidator will also provide for a retention in the liquidation
fund that is considered sufficient to meet any contingent and
unknown liabilities of the Company. To the extent that any part of
this retention is not required to meet such liabilities, the
balance will be distributed in cash to Shareholders by the
Liquidator at a later date.
Payments of the First Distribution that are made in respect of
Ordinary Shares held in uncertificated form, that is in CREST, will
be paid via CREST. Subsequent distributions in the liquidation of
the Company and all distributions made in respect of Ordinary
Shares held in uncertificated form are expected to be paid by way
of cheques drawn upon a UK clearing bank posted to the registered
addresses of each Shareholder. Such distributions will be made to
Shareholders on the register as at the Record Date, in the case of
the First Distribution, or the relevant record date in respect of
any subsequent distribution. All such payments will be at the sole
risk of the Shareholder concerned.
Shareholders should note that upon appointment of the Liquidator
at the EGM all powers of the Board will immediately cease and the
Liquidator will thereafter be responsible for the affairs of the
Company until the completion of the formalities for the Company's
winding up. Notwithstanding the Board's expectations stated above
as to the timing and amount of the First Distribution, there can be
no certainty therefore as to the timing and amount of any
distributions by the Liquidator.
The Liquidator currently expects the liquidation of the Company
to take approximately six weeks to complete although there can be
no guarantee of this. Once the affairs of the Company are fully
wound up and surplus cash has been distributed by the Liquidator to
the Shareholders, the Liquidator will call a final general meeting
of the Company (by sending appropriate notice to all registered
Shareholders) to present their account of the winding up and to
consider certain resolutions relating to the dissolution of the
Company and other related matters.
Shareholders are also being asked at the EGM to approve the fees
of the Liquidator. Such fees are not expected to exceed GBP10,000
together with disbursements which are not expected to exceed
GBP500.
Distributions
The Board, having consulted with the Investment Manager, has
recommended to the proposed Liquidator the First Distribution,
leaving sufficient funds that the Board believes necessary to meet
the Liquidator's costs and expenses and settle expected future
operating costs.
While there can be no certainty that the Liquidator will make
the First Distribution, as the Liquidator will be responsible for
the affairs of the Company until it is formally wound up, the
proposed Liquidator has advised the Board that they currently
intend to make the First Distribution on 29 July 2016 to
Shareholders on the register at 5.30 p.m. on 27 July 2016 (the
"Record Date").
Once the Liquidator has satisfied the claims of creditors of the
Company and paid the costs and expenses of the winding-up, it is
expected that the Liquidator would make a final distribution of any
distributable net proceeds (including any remaining retention)
among the Shareholders according to their respective rights and
interests in the Company (the "Final Distribution").
The Board has considered the fact that the distribution of any
amount of less than GBP5 per Shareholder would be likely to be
exceeded by the administrative costs of making such distribution.
Accordingly, the Board has recommended to the proposed Liquidator
that any amount of less than GBP5 that would otherwise be paid to a
Shareholder on the First Distribution shall be retained until the
next interim liquidation distribution date, if any, on which it
would form part of any amount payable to the Shareholder that is in
excess of GBP5. If, at the date of the Final Distribution, there
remains any amount of less than GBP5 that would otherwise be paid
to a Shareholder, the Board has proposed that such amount will be
donated to charity.
Cancellation of Admission to Trading on AIM
It is intended that trading of the Company's shares on AIM be
cancelled following the appointment of the Liquidator.
In accordance with Rule 41 of the AIM Rules, the company has
notified the London Stock Exchange of the proposed cancellation. It
is a requirement that the Cancellation must be approved by not less
than 75 per cent. of votes cast by Shareholders given in a general
meeting. Accordingly, the Resolution to be proposed at the EGM will
be proposed as a special resolution and will, if passed, approve
the application to the London Stock Exchange for Cancellation. If
the Resolution is approved with the requisite majority, it is
expected that cancellation of dealings will take effect on 28 June
2016.
Shareholders should also be aware that trading in the Ordinary
Shares on AIM will be suspended from 7.00 a.m. on 28 June 2016, in
advance of the EGM, as the Company would no longer be considered to
be an appropriate company for AIM on the commencement of the
liquidation process. If Cancellation is not approved but
Shareholders approve the liquidation, it is unlikely that trading
of the Company's shares would be restored.
No provision has been made for trading in the Company's shares
following Cancellation.
If the Resolution is approved by Shareholders, Ordinary Shares
held in uncertificated form, that is in CREST, will remain held in
CREST until such time as the Company is wound up, in order to
facilitate the payment of distributions to Shareholders and with a
view to minimising the liquidation and distribution costs.
Termination of Investment Management Agreement and other
agreements
The Investment Management Agreement between the Company and the
Investment Manager will terminate on the date of the Liquidator's
appointment, without compensation other than the payment of accrued
investment management fees to 31 March 2016 (being the business day
prior to the date on which the Company's Existing Investment was
realised). No further management fees are expected to be paid and
no performance fee is expected to be paid on termination.
Other agreements between the Company and its service providers
will be terminated by the Board (or, as applicable, by the
Liquidator) on or around the date of the Liquidator's appointment,
on or around the conclusion of the liquidation, or as otherwise
appropriate. This will include the administration agreement with
the Administrator, the registrar agreement with the Registrar and
the engagement of Panmure Gordon (UK) Limited as nominated adviser
and broker.
It is expected that the Company will retain the services of each
of the Administrator and the Registrar during the liquidation
period.
Tax
The following comments are intended only as a general guide to
certain aspects of current UK and Guernsey tax law and HMRC
published practice, which are subject to change possibly with
retrospective effect. They are of a general nature and do not
constitute tax advice and apply only to Shareholders who are
resident in the UK (except where indicated) or Guernsey and who
hold their Ordinary Shares beneficially as an investment. They do
not address the position of certain classes of Shareholders such as
dealers in securities, insurance companies or collective investment
schemes. They may also not apply to any person who has, or who is
involved in any arrangements which have, a tax avoidance
purpose.
United Kingdom taxation
Shareholders are strongly urged to consult their own tax
advisors as to the tax treatment for them of the proposed winding
up of the Company, including the receipt of any distribution from
the Company in connection with the winding-up.
Subject to the comments in the following paragraph, a disposal
of Ordinary Shares by a UK resident Shareholder may, depending on
that Shareholder's personal circumstances, give rise to a liability
to capital gains tax (or, in the case of a corporate Shareholder,
corporation tax on chargeable gains) or, as the case may be, an
allowable loss. For these purposes, a distribution made by the
Liquidator, including the First Distribution and the Final
Distribution, will generally be treated as giving rise to a
disposal. For such individuals, capital gains are taxed at a rate
of 10 per cent. (for basic rate taxpayers) or 20 per cent. (for
higher or additional rate taxpayers). Individuals may, depending on
their personal circumstances, benefit from certain reliefs and
allowances (including an annual exemption from capital gains which
is GBP11,100 for the tax year 2016/2017). For corporate
Shareholders within the charge to UK corporation tax, indexation
allowance may apply to reduce any chargeable gain arising on the
disposal of Ordinary Shares but will not create or increase an
allowable loss. Shareholders who are not resident in the UK for
taxation purposes will not normally be liable to UK taxation on
chargeable gains arising from the disposal of their Ordinary Shares
unless those Ordinary Shares are held for the purposes of a trade,
profession or vocation through a UK branch, agency or permanent
establishment, although they may be subject to foreign taxation
depending on their own particular circumstances. Individual
Shareholders who are only temporarily not resident in the UK for
tax purposes may be liable to capital gains tax under tax
anti-avoidance legislation.
The treatment described above assumes that neither the Company
nor any class of shares in the Company is treated as an "offshore
fund" for the purposes of the UK Offshore Fund Rules. If the
Company (or any class of its shares) were to be treated as an
"offshore fund" for these purposes, gains arising to Shareholders
on a disposal of their shares in the Company (including the First
Distribution and Final Distribution) would be taxed as income,
rather than as a capital gain. Shareholders should also note that
the UK tax code contains other anti-avoidance provisions which,
were they to apply, could result in amounts received on the winding
up of the Company being taxed as income, rather than as capital.
These include the so-called "transactions in securities" rules
contained in Part 13 of ITA 2007 and Part 15 of CTA 2010.
No stamp duty or stamp duty reserve tax should be payable by
Shareholders as a result of the winding up.
Guernsey taxation
The Company
The Company has been granted exemption from income tax in
Guernsey under the Income Tax (Exempt Bodies) (Bailiwick of
Guernsey) Ordinance 1989 (as amended). A company with tax exempt
status is not considered resident in Guernsey for Guernsey income
tax purposes and is not chargeable to tax in Guernsey other than in
respect of Guernsey source income.
Shareholders
Guernsey resident Shareholders may be subject to tax on
distributions received during the period of the liquidation, but
only to the extent that the distribution is considered for tax
purposes to be made out of reserves of accumulated income. If the
Company has no reserves of accumulated income for tax purposes any
distribution received during the liquidation period would be a
return of capital which should not be taxable for Guernsey resident
shareholders.
The Company does not intend to make any distributions prior to
the liquidation. Distributions made by the Company to non-Guernsey
resident Shareholders, whether made during the life of the Company
or by distribution on liquidation, will not be subject to Guernsey
tax. There is no capital gains tax in Guernsey and so Shareholders
should not be taxable on any gain realised on disposal of their
Ordinary Shares, nor would they obtain tax relief for any loss
realised on disposal of their Ordinary Shares.
Withholding tax
No withholding tax is due in Guernsey on repayments of capital,
dividends or other income distributions made by the Company to
non-resident Shareholders, or to resident Shareholders provided
that the Company has tax exempt status at the time that the
distribution is declared. The Company is, however, required to
provide details of distributions made to Shareholders who are
resident in Guernsey to the Director of Income Tax in Guernsey.
Stamp duty
No stamp duty should be payable by Shareholders as a result of
the winding up.
EGM Business and Resolution
At the EGM, a special resolution will be proposed to:
-- wind up the Company voluntarily and to appoint the Liquidator
and to approve ancillary matters; and
-- cancel the admission of the Company's Ordinary Shares to
trading on AIM in accordance with the AIM Rules.
The Resolution requires 75 per cent. of the votes cast in
respect of the Resolution to be cast in favour in order for it to
be passed.
RAB Capital Holdings Limited (the parent company of the
Investment Manager) and Philip Richards (a director of the
Investment Manager), being persons who together in aggregate hold
shares representing approximately 27.3 per cent. of the voting
rights of the issued Ordinary Share capital of the Company, have
indicated that they will vote in favour of the Resolution.
Action to be taken
The EGM will be held at 1st Floor Royal Chambers, St. Julian's
Avenue, St Peter Port, Guernsey, GY1 3JX on 28 June 2016 at 9.00
a.m. The Notice of EGM is set out at the end of the Circular and
sets out the business to be considered and the Resolution to be
proposed at the EGM.
If you are in any doubt about what action you should take, you
should immediately consult your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser
authorised and regulated under the Financial Services and Markets
Act 2000 (as amended) or, in the case of recipients outside the
United Kingdom, another appropriately qualified independent
financial adviser.
Shareholders should not send their share certificates to the
Company or the Registrar.
Recommendation
The Directors believe that the Resolution to be put to the EGM
are in the best interests of the Company and its Shareholders as a
whole and the Board unanimously recommends that you vote in favour
of it.
Yours faithfully
Quentin Spicer
Chairman of the Board
RAB Special Situations Company Limited
DEFINITIONS
The following definitions apply throughout this document unless
the context otherwise requires:
"Administrator" Elysium Fund Management Limited;
"AIM" the AIM market operated by
the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies;
"Board" or "Directors" the directors of the Company;
"Cancellation" cancellation of the admission
of the Company's shares to
trading on AIM;
"Company" RAB Special Situations Company
Limited, a closed-ended investment
company incorporated in Guernsey
with registration number 43060;
"CREST" the system for paperless settlement
of trades and the holding of
uncertificated securities administrated
through Euroclear;
"CTA 2010" The Corporation Tax Act 2010;
"EGM" the extraordinary general meeting
of the Company to be held on
28 June 2016 at 9 a.m. (London
time) (or any adjournment thereof),
notice of which is set out
at the end of the Circular;
"Existing Investment" 100 per cent. of the Sterling
Guernsey share class of the
Master Fund;
"First Distribution" the distribution of 7 pence
per Ordinary Share expected
to be paid by the Liquidator
on or around 29 July 2016;
"Form of Proxy" the form of proxy for use by
Ordinary Shareholders in connection
with the EGM;
"Guernsey Law" the Companies (Guernsey) Law,
2008 (as amended);
"HMRC" UK HM Revenue & Customs;
"Investment Management the investment management agreement
Agreement" dated 23 May 2005 between the
Company and the Investment
Manager;
"Investment Manager" RAB Capital Limited, a company
incorporated in England and
Wales with registration number
3694213;
"ITA 2007" The Income Tax Act 2007;
"Liquidator" Collenette Jones Limited, Guernsey,
the proposed liquidator of
the Company;
"London Stock London Stock Exchange plc;
Exchange"
"Master Fund" RAB Special Situations (Master)
Fund Limited;
"NAV" net asset value;
"Notice" the notice of the Extraordinary
General Meeting which is set
out at the end of the Circular;
"Ordinary Shares" ordinary shares in the share
capital of the Company;
"Proposals" the proposals for the voluntary
winding-up of the Company,
appointment of the Liquidator,
the Cancellation and payment
of the Distribution, as described
in the Circular;
"Record Date" Shareholders on the register
at 5.30pm on 27 July 2016;
"Registrar" Capita IRG (CI) Limited;
"Resolution" the resolution to be proposed
at the EGM;
"Shareholders" holders of Ordinary Shares
from time to time;
"UK" the United Kingdom of Great
Britain and Northern Ireland
"UK Listing Authority" the Financial Conduct Authority
or "UKLA" acting in its capacity as the
competent authority for the
purposes of Part VI of FSMA,
as amended; and
"UK Offshore UK tax legislation, including
Fund Rules" related regulations, relating
to the taxation of participants
in "offshore funds" as defined
in Part 8 of the Taxation (International
and Other Provisions) Act 2010.
NOTICE OF EXTRAORDINARY GENERAL MEETING
RAB SPECIAL SITUATIONS COMPANY LIMITED
(a closed-ended investment company incorporated in Guernsey with
registration number 43060)
Notice is hereby given that the Extraordinary General Meeting of
RAB Special Situations Company Limited (the "Company") will be held
at 9.00 a.m. on 28 June 2016, at 1st Floor Royal Chambers, St.
Julian's Avenue, St Peter Port, Guernsey, GY1 3JX. Shareholders
will be asked to consider and, if thought fit, pass the following
resolution as a special resolution:
SPECIAL RESOLUTION
THAT:
(A) the Company be placed into voluntary liquidation;
(B) Collenette Jones Limited, Guernsey, be appointed as
liquidator of the Company (the "Liquidator");
(C) the remuneration of the Liquidator be approved on the basis
set out in the circular to shareholders of the Company dated 27 May
2016;
(D) full authority be and is hereby granted to the Liquidator to
distribute the assets of the Company in cash and/or in specie, in
accordance with the Company's articles of association; and
(E) the admission of the Company's ordinary shares to trading on
the AIM market of the London Stock Exchange plc be cancelled in
accordance with Rule 41 of the AIM Rules for Companies.
By order of the Board
Elysium Fund Management Limited
Secretary
27 May 2016
Notes:
1 A Shareholder entitled to attend and vote is entitled to
appoint one or more proxies to exercise his rights to attend, speak
and vote at the EGM instead of him. A Shareholder may appoint more
than one proxy provided that each proxy is appointed to exercise
the rights attached to a different share or shares held by him. A
proxy need not also be a Shareholder.
2 To be valid, the Form of Proxy and any power of attorney or
other authority under which the Form of Proxy is signed (or a
notarially certified copy thereof) must be lodged at the registered
office of the Company, PO Box 650, 1st Floor Royal Chambers, St
Julian's Avenue, St Peter Port, Guernsey GY1 3JX not later than
9.00 a.m. (London time) on 24 June 2016. A Form of Proxy is
enclosed.
3 The quorum for the EGM is two Shareholders present in person
or by proxy. The resolution requires 75 per cent. of the votes cast
in respect of the resolution to be cast in favour in order for it
to be passed.
4 At the EGM, in accordance with article 16.6 of the Company's
articles of association, the vote shall be taken on a show of
hands, unless before or upon declaration of the result of the show
of hands a poll is demanded by the Chairman or in writing by at
least three persons entitled to vote at the meeting or in writing
by any one or more of the Shareholders who represent at least
one-tenth of the total voting rights of all the Shareholders having
the right to vote at the EGM or in writing by a Shareholder or
Shareholders holding shares conferring a right to vote at the
meeting, being shares on which an aggregate sum has been paid up
equal to not less than one-tenth of the total sum paid up on all
the shares conferring that right.
5 On a show of hands, every Shareholder who is present in person
or by proxy shall have one vote. On a poll, every Shareholder who
is present in person or by proxy shall have one vote for every
Ordinary Share of which he is the holder. A Shareholder entitled to
more than one vote need not, if he votes, use all of his votes or
cast all of the votes which he uses in the same way.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGAKADNNBKDAPB
(END) Dow Jones Newswires
May 27, 2016 02:00 ET (06:00 GMT)
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