TIDMVCF
RNS Number : 9642G
Value Catalyst Fund Limited (The)
19 May 2011
19 May 2011
The Value Catalyst Fund Limited
("the Company")
Proposed Reorganisation,
Proposed Delisting and
Posting of Circular and Notice of EGM
The Company announces that a circular to shareholders
("Circular") was posted to shareholders, yesterday, and a copy is
available on its website, www.valuecatalystfund.com. The Circular
includes a notice convening an extraordinary general meeting
("EGM") to be held at the offices of Laxey Partners Ltd, 4th Floor,
Derby House, 64 Athol Street, Douglas, Isle of Man, IM1 1JD at 12
noon on 22 June 2011.
The Circular sets out the details on the proposed reorganisation
of the Company, a summary of which is set out below:
THE PROPOSALS
Under the Proposals, Shareholders are being asked to consider,
and vote, for a proposed reorganisation of the Company's share
capital as well as elect for, or be deemed to have elected for, one
of two pools of assets - the Continuation Pool and the Realisation
Pool. The Proposals comprise:
-- an invitation to Shareholders to remain invested in a company
focused on generating value from investing in undervalued asset
based companies including closed-ended and property companies and
other discounted opportunities, whilst having potential
opportunities, at the Board's discretion, to realise their
investment at Net Asset Value (less associated costs of
realisation) at regular intervals following the expiry of an
initial twelve month period;
-- an opportunity for Shareholders desiring to exit their
investment in the Company to rollover their investment (being the
assets attributable to such holders' interests in Ordinary Shares)
into a realisation pool of assets, to be realised over time in
accordance with an orderly realisation programme which will seek to
return capital to Shareholders in stages, as soon as is
practicable;
-- the division of the Company's portfolio of assets into two
separate pools of assets - a Continuation Pool and a Realisation
Pool - based upon the Net Asset Value attributable to Elections for
each Pool (subject to the deduction of the costs and expenses of
the Reorganisation from the Realisation Pool);
-- the redesignation of Ordinary Shares attributable to
Elections for the Realisation Pool as Realisation Shares;
-- the adoption by the Company of amended and restated
memorandum and articles of association to reflect the
Reorganisation and, in particular, establish the rights attaching
to the Realisation Shares and to remove the restriction on the
Company's duration going forward;
-- the amendment of the management fee and incentive
arrangements so as to align Laxey Partners Ltd's interests more
closely with the holders of Ordinary Shares and/or Realisation
Shares following the implementation of the Reorganisation; and
-- the cancellation of the admission of Ordinary Shares and
Depository Interests to trading on AIM.
ACTION TO BE TAKEN
The purpose of the EGM is to put forward to Shareholders two
special resolutions. Each resolution is separate and subject to
different voting minimums but each is subject to and conditional
upon the passing of the other. The first special resolution is
subject to a minimum approval of two-thirds of the votes cast by
Shareholders (present in person or by proxy) and comprises four
separate parts:
1. The redesignation of Ordinary Shares into Realisation Shares
be approved. The number of Ordinary Shares to be redesignated is
dependent on whether Shareholders elect for the Realisation Pool.
If Shareholders do not elect for the Realisation Pool, they will
automatically be included in the Continuation Pool. Election by
Shareholders into either Pool is effected via a separate election
instruction (see Part 3 of the Circular for instructions on how to
make an election). This special resolution authorises the
redesignation of Ordinary Shares as Realisation Shares;
2. The amended and restated memorandum and articles of
association be adopted;
3. The amendment and restatement of the Company's investment
objective and policy be approved; and
4. The New Investment Advisory Agreement be approved.
The second special resolution seeks Shareholders' approval of
the Delisting of the Company from AIM and can only be effected on
the approval of 75 per cent. of the votes cast by Shareholders
(present in person or by proxy). The Board has concluded that it
would be in the best interests of the Company to cancel trading in
the Ordinary Shares and Depository Interests on AIM. Details of
this, and the consequences of the Delisting, may be found in
section 5 of the Letter from the Non-Executive Chairman in Part 1
of the Circular.
Please note that if either resolution fails to be passed, then
the Reorganisation will not be implemented and the Company will
continue in its present form in accordance with the resolution
passed at the Company's Annual General Meeting held on 14 December
2010.
This summary does not comprise a summary of the entire Proposals
and is not intended as a substitute for reading the Circular as a
whole. Shareholders are therefore recommended to read the Circular
in its entirety before completing and returning any of the Form of
Proxy, the Form of Instruction, the Form of Election or submitting
a TTE Instruction. Full details of the action to be taken can also
be found in paragraph 15 of Part 1 and in Part 3 of the
Circular.
All defined terms are as set out in the Circular posted to
shareholders. Copies of the Circular will be available free of
charge during normal business hours on any weekday (excluding
Saturdays, Sundays, and UK public holidays) at the offices of Laxey
Partners Ltd, Derby House, 64 Athol Street, Douglas, Isle of Man,
IM1 1JD or by emailing VCF@laxeypartners.com from today and shall
remain available until the date of the EGM.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or Date
2011
Latest time for lodging Forms of 12 noon on Sunday, 19 June
Instruction for the Extraordinary
General Meeting (for Depository
Interest Holders)
Latest time for lodging Forms of 12 noon on Monday, 20 June
Proxy for the Extraordinary General
Meeting (for Certificated Shareholders)
Extraordinary General Meeting 12 noon on Wednesday, 22
June
Latest time for TTE Instruction 1.00 p.m. on Thursday,
23 June
Latest time for lodging Forms of 1.00 p.m. on Thursday,
Election 23 June
Reorganisation Record Date and closure 6.00 p.m. on Thursday,
of Register 23 June
Suspension of dealings in Ordinary 7.30 a.m. on Friday, 24
Shares and/or Depository Interests June*
Announcement of the results of the Friday, 24 June
Reorganisation and number of Ordinary
Shares to be redesignated as Realisation
Shares
Portfolio split into Continuation Close of business on Thursday,
Pool and Realisation Pool 30 June*
Cancellation of admission of Ordinary 7.00 a.m. on Friday, 1
Shares and Depository Interests July*
to trading on AIM
Despatch of Realisation Share certificates Week commencing Monday,
and/or balance Ordinary Share 4 July*
certificates
Notes
*Assuming that the Resolutions are passed at the Extraordinary
General Meeting and become unconditional
Unless otherwise stated, all references in this document to
times are London times. If any of the above times and/or dates
change, the revised times and/or dates will be notified to
Shareholders by announcement through a Regulatory Information
Service.
Enquiries:
Michael Haxby
Laxey Partners Ltd
Tel: +44 (0)1624 690900
Em: VCF@laxeypartners.com
Azhic Basirov / Siobhan Sergeant
Smith & Williamson Corporate Finance Limited
Tel +44 (0)20 7131 4000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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