Result of General
Meeting
Further to the circular (the "Circular") and notice of
general meeting (the "Notice") to shareholders announced and
published on 18 August 2022 by ScotGems plc (the "Company"),
the Board of the Company announces that the special resolution to
place the Company into members' voluntary liquidation, as set out
in the Notice, was voted on by way of a poll and approved by the
Company’s shareholders at the General Meeting held earlier today.
Accordingly, Derek Neil Hyslop and Richard Peter Barker of Ernst
& Young LLP have been appointed as Liquidators.
The votes received for and against the special resolution and
the number of votes withheld were as follows:
Resolution |
Votes For
(including discretionary) |
% (of votes cast
excl. withheld) |
Votes
Against |
% (of votes cast
excl. withheld) |
Total votes
cast |
Votes
Withheld |
To approve the members' voluntary
liquidation of the Company, appoint the Liquidators and grant the
Liquidators certain powers. |
31,101,986 |
99.76 |
74,035 |
0.24 |
31,176,021 |
2,500 |
The full text of the special resolution can be found in the
Notice contained in the Circular. The Circular is available for
viewing on the National Storage Mechanism at
data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company’s
website at www.scotgems.com.
Suspension and Cancellation of
Shares
As set out in the Circular, the Shares were suspended from
listing on the Official List of the Financial Conduct Authority and
from trading on the London Stock Exchange at 7.30 a.m. this
morning, 8 September 2022, in anticipation of the General
Meeting.
Applications have been made to the Financial Conduct Authority
and to the London Stock Exchange for the cancellation of the
listing and admission to trading of the Shares with effect from
8.00 a.m. on 9 September 2022.
Initial Distribution
The Investment Manager has now realised 100 per cent. of the
value of the Portfolio, with the vast majority of the proceeds of
these sales being held in Sterling.
The only unrealised investments in the Portfolio are depositary
receipts in Fix Price Group Ltd, a retailer with exposure to the
Russian market, which are currently incapable of being traded due
to legal restrictions imposed in response to the war in Ukraine. It
is not known when, or indeed if, such regulations will be revised
to permit the Company to dispose of these depositary receipts and,
as previously advised, they are currently held at nil value for
accounting purposes.
The Liquidators therefore expect to make an initial distribution
of the cash proceeds of the liquidation of the Company's portfolio,
less the costs of the Proposals and the amount attributable to the
Liquidation Fund, on or around 13 September 2022 (the “Initial
Distribution”).
It is expected that this Initial Distribution will be 79 pence
per Share.
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