Voluntary wind up
August 26 2003 - 12:12PM
UK Regulatory
RNS Number:0390P
Advance Value Realisation Co Ld
26 August 2003
Advance Value Realisation Company Limited
Recommended proposals for a voluntary winding up
The Company announces that it has today convened an Extraordinary General
Meeting to be held on 24 September 2003 at 2.30 p.m., at which Ordinary
Shareholders will be asked to approve resolutions to wind up the Company and to
appoint Jeremy Simon Spratt and Stephen Treharne, both of KPMG LLP, as the
Liquidators to liquidate the Company and settle the Company's liabilities.
Background
The Company was launched in July 2000 with the objective of providing value and
liquidity for shareholders from a portfolio of investments which were acquired
in exchange for Ordinary Shares and Preference Shares. The Company acquired 113
investments with a mid market value at acquisition of #52.7 million. Since its
launch the Company has realised its investments and progressively returned the
proceeds to Shareholders through purchases and redemptions of shares and
dividends. In aggregate the Company has returned #41.4 million to Shareholders
since launch. The Company has now disposed of all of its investments. At 22
August 2003 the Company had net assets of #3.4 million (comprising cash and
provisions for the remaining expenses of the Company and liquidation costs)
which is equivalent to 40.0p per Ordinary Share.
The aggregate of the amount returned to Shareholders and the net asset value at
22 August 2003 (the latest practicable date prior to the publication of this
document) is #44.8 million, which is equivalent to 85.0 per cent. of the initial
gross assets of the Company. In the period from the Company's launch on 24 July
2000 to 22 August 2003, the FTSE Small Cap Index declined by 29.9 per cent. .
At the time of the Company's launch the Directors stated that, at the annual
general meeting to be held in 2003, Shareholders would be invited to consider
the future of the Company. As all of the investments have been realised, the
Directors consider that this timetable should be accelerated and that the most
effective way of returning the remaining value in the Company to Ordinary
Shareholders (all of the Preference Shares having been redeemed or purchased and
cancelled) is for the Company to be wound up. Accordingly, as set out below the
Directors recommend that Ordinary Shareholders vote in favour of the proposal to
put the Company into liquidation.
Voluntary winding up
The liquidation of the Company, which will be a solvent liquidation in which all
creditors will be paid in full, will involve the passing of the resolutions to
approve the liquidation of the Company and to appoint the Liquidators. If the
resolutions to be proposed at the Extraordinary General Meeting are passed, the
appointment of the liquidators will become effective immediately upon the filing
of those resolutions with the Greffier in Guernsey. At this point, the powers of
the Directors would cease and the Liquidators would assume responsibility for
the liquidation of the Company, including the payment of fees, costs and
expenses, the discharging of the liabilities of the Company and the distribution
of the estimated net proceeds as described below. The Manager, Progressive Value
Management Limited, has been instructed to organise the net assets in
anticipation of a liquidation of the Company. On 23 December 2002 the Board
served notice to terminate the management agreement on 31 December 2003. The
Manager's fees have been substantially reduced since 1 April 2003 and all of the
Manager's fees have been waived since 1 August 2003. The Directors have served
all necessary notices on all material contracts.
The Directors propose that Jeremy Simon Spratt and Stephen Treharne, both of
KPMG LLP be appointed as Liquidators. They have agreed to accept the
appointments in the event that the relevant resolution appointing them is
passed.
Estimated entitlements of Ordinary Shareholders under the Proposal
The net asset value per Ordinary Share on 22 August 2003 (the last business day
prior to the publication of this circular) was 40.0p which is calculated after
providing for #130,000 in aggregate for estimated expenses to be incurred by the
Company prior to liquidation and for the estimated costs of the liquidation.
Accordingly, if the Company had been wound up on that day an Ordinary
Shareholder would have been entitled to a distribution of 40.0p per Ordinary
Share, subject to the Liquidators' confirmation of the assets and liabilities of
the Company.
Dealings and Settlement
It is expected that the register of Shareholders will close for transfers of
Shares at the close of business on 24 September 2003. Transfers lodged with the
UK Registration Agent before this time, accompanied by documents of title, will
be registered in the normal way. Transfers received after that time will be
returned to the person lodging them and, if the proposal is sanctioned by
Ordinary Shareholders, the original holder will receive any proceeds from
distributions, if any, made by the Liquidators.
The Company has made an application to the UK Listing Authority and the London
Stock Exchange for the listing of Ordinary Shares on the Official List and
dealings on the London Stock Exchange to be cancelled, subject to approval of
the proposal, with effect from the passing of the resolutions on 24 September
2003. The last date for dealings on the London Stock Exchange on a normal
settlement basis is expected to be 19 September 2003.
Return of assets
The Liquidators will begin the process of settling the Company's liabilities as
soon as practicable after the resolutions to wind up the Company have been
passed at the Extraordinary General Meeting. As set out above, the Board expects
that approximately 40.0p per Ordinary Share will be available for distribution
to Ordinary Shareholders on the winding up of the Company. Subject to the
passing of the resolutions, it is expected that the Liquidators will make an
initial distribution of approximately 38.0p on or about 30 September 2003.
A final distribution will be made once all the Company's affairs, including its
tax affairs, have been settled, and all its liabilities paid.
A circular convening the Extraordinary General Meeting is being sent to Ordinary
Shareholders today.
26 August 2003
For further information please contact:
Simon Toynbee/Robert Legget 020 7253 9104
Progressive Value Management Limited
This information is provided by RNS
The company news service from the London Stock Exchange
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