Notice of EGM
03 Febbraio 2009 - 4:05PM
UK Regulatory
TIDMWYK
RNS Number : 7249M
Wyndham York PLC
03 February 2009
3 February 2009
Wyndham York plc ("the Company")
Notice of Extraordinary General Meeting ("EGM") and proposed Cancellation of
Admission to trading on AIM
The Company announces that a circular will today be despatched to Shareholders
convening an EGM to seek Shareholder approval to (i) re-register the Company as
a private company (the "Re-registration"); (ii) amend the Company's memorandum
of association; (iii) adopt new articles of association appropriate to a private
company and (iv) cancel the admission of the Company's ordinary shares to
trading on AIM (the "Cancellation").
The Company was established in 2005 to trade in off-plan and new build
residential property. In March 2007 the directors wrote to Shareholders, having
decided to expand the scope of the Company's activities within the residential
property sector so as to act as an investor in and manager of residential
property funds. In order to facilitate these activities, Harvey Shulman,
Managing Director, agreed to subscribe GBP1,000,000 at 67 pence per share. As a
result, Harvey Shulman owns approximately 57.07 per cent of the share capital of
the Company.
It was intended that the first use of the funds subscribed by Mr. Shulman would
be to invest in and underwrite the launch of a residential property unit trust
based in Jersey, and to provide management services to such unit trust: in
addition the Company intended to seek other similar opportunities.
Despite receiving regulatory approval from the Jersey authorities, the Company
has so far been unable to effect a successful launch of the residential property
unit trust, due to adverse market conditions affecting the residential property
market and investor confidence.
In the light of the current state of both the UK economy and the outlook for the
residential property market in particular, the Board has been considering the
prospects for the Company.
The Board has extensively analysed the prospects of generating the types of
returns originally hoped for and has concluded that in view of the current
economic conditions there is no realistic prospect of generating satisfactory
returns at the present time or in the medium term either from the Company's
original business of trading in new residential property, or in promoting and
managing residential property funds. The Board has therefore considered
alternatives for the Company and has concluded that it will benefit Shareholders
as a whole to make arrangements whereby the net surplus cash of the Company can
be returned to Shareholders.
Accordingly and as a first step in these arrangements, Shareholder approval for
the Cancellation and for the Re-registration is being sought at the EGM to be
held on 25 February 2009 at 10.00 a.m. at 8 Canfield Place, London NW6 3BT. It
is expected that, subject to Shareholder approval at the EGM, the Cancellation
will take effect from 7.00 a.m. on 25 March 2009. Once the Company has been
re-registered as a private company, the Board would, as soon as practicable,
propose to send out a further circular to Shareholders in order to implement the
capital reduction which would create the necessary reserves to return net
surplus cash to Shareholders.
The Cancellation requires the approval of 75 per cent of those present and
entitled to vote at the meeting or voting by proxy, in accordance with Rule 41
of the AIM Rules for Companies.
Following the Cancellation, there will be no market facility for dealing in the
ordinary shares and no price will be publicly quoted for the ordinary shares. As
such, holdings of ordinary shares are unlikely to be capable of sale and will be
difficult to value. In the event that Shareholders wished to and were able
to transfer ordinary shares, this would need to be done by submission to the
company secretary of a duly executed and stamped stock transfer form and the
register of members of the Company would be updated accordingly.
The Notice of EGM is being posted to Shareholders today, and a copy of the
notice and accompanying circular explaining the arrangements in more detail will
be available at the Company's website shortly at: www.wyndhamyorkplc.com
For further information:
+------------------------------------+------------------------------------+
| Wyndham York plc | Tel: 020 7908 7700 |
| Chris Phillips (Chairman) | Tel: 020 8349 8842 |
| Harvey Shulman (Managing Director) | Tel: 020 8349 8842 |
| | |
| Jose Gonsalves (Finance Director) | |
+------------------------------------+------------------------------------+
| Smith & Williamson Corporate | Tel: 020 71314000 |
| Finance Limited | |
| Dr Azhic Basirov | |
| Joanne Royden-Turner | |
| | |
+------------------------------------+------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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