Issue of Circular
16 Janeiro 2009 - 1:00PM
UK Regulatory
TIDMEET
RNS Number : 7977L
European Equity Tranche Income Ltd.
16 January 2009
For release on 16 January 2009
European Equity Tranche Income Limited ("EETI" or the "Company")
Circular re proposed capital restructuring and details of share consolidation
Following the Company's announcement on 12 December 2008 confirming that it had
entered into a debt purchase agreement and a placing and subscription agreement
with Scribona Nordic AB, the Board is pleased to announce that a circular (the
"Circular") has today been sent to shareholders convening an extraordinary
general meeting for 11 a.m. on Thursday 5 February 2009 to consider and, if
thought fit, approve the following resolutions:
1. To approve the issue of 927 million Ordinary Shares at a discount to the
prevailing net asset value per share, to de-list from the Channel Islands Stock
Exchange to save the costs and expenses in relation to such a listing and to
approve a consolidation of Ordinary Shares on the basis of one Consolidated
Share for every 100 Ordinary Shares in issue as further described below.
2. To approve a waiver of Rule 9 of The City Code on Takeovers and Mergers (in
order to avoid Scribona Nordic and any parties deemed by the Takeover Panel to
be acting in concert with Scribona Nordic being obliged to make a mandatory
offer for all of the Company's Shares, which they would otherwise be obliged to
do as Scribona Nordic and other members of the Concert Party will acquire over
30 per cent. of the voting rights of the Company by way of the implementation of
the proposed capital restructuring).
Consolidation
In order to enable the Company's Ordinary Shares to trade at a price which the
Directors believe is more likely to lead to a reduction in the bid offer spread
and an improvement in liquidity, as part of the proposed capital restructuring,
the Company also proposes, subject to Shareholder approval at the EGM, to effect
a share consolidation to reduce the number of Ordinary Shares in issue. It is
anticipated that the Consolidation will become effective on Monday 16 February
2009, or such other date as the Board in its absolute discretion may determine.
At present, the Company has authority to issue an unlimited number of Ordinary
Shares and has 98 million Ordinary Shares in issue. Following the issue of the
Placing Shares and the Scribona Investment, the Company would have (prior to the
Consolidation) 1,025 million Ordinary Shares in issue. It is proposed that the
Consolidation will consist of the following steps:
* every 100 Ordinary Shares in issue (or such number as will result in a whole
number of Consolidated Shares, the balance of the existing Ordinary Shares held
by each member being dealt with as provided in (ii) below) will be consolidated
into one new Consolidated Share of no par value; and
* fractional entitlements arising out of the Consolidation by reason of there
being less than 100 Ordinary Shares or a number not divisible by 100 shall be
aggregated into Consolidated Shares and the whole number of Consolidated Shares
so arising shall be sold in the market and the net proceeds of sale held for the
benefit of the Company.
Shareholders who are on the register on the Consolidation Record Date will have
their holdings consolidated. Although Shareholders will receive a smaller number
of Consolidated Shares following the Consolidation, the size of each
shareholding as a proportion of the total number of Ordinary Shares in issue
will not change, other than in respect of fractional entitlements, and each
Consolidated Share will carry the same rights as set out in the Articles that
currently attach to the existing Ordinary Shares. As a result, Shareholders who
own less than 100 Ordinary Shares shall, upon the Consolidation becoming
effective, cease to own any Ordinary Shares and shall not receive any
compensation.
The Consolidation is conditional on both the Resolutions described above being
passed.
Expected timetable of principal events
+------------------------------------------------------+--------------------+
| | 2009 |
+------------------------------------------------------+--------------------+
| Posting of the Circular to Shareholders | 16 January |
| | |
+------------------------------------------------------+--------------------+
| Latest time and date for receipt of Forms of Proxy | 11 a.m. on 3 |
| | February |
+------------------------------------------------------+--------------------+
| Extraordinary General Meeting | 11 a.m. on 5 |
| | February |
+------------------------------------------------------+--------------------+
| Announce result of EGM and Placing | 5 February |
| | |
+------------------------------------------------------+--------------------+
| Ordinary Shares de-listed from the CISX | 6 February |
| | |
+------------------------------------------------------+--------------------+
| Admission effective and dealings in the new Ordinary | 6 February |
| Shares commence on AIM | |
| | |
+------------------------------------------------------+--------------------+
| CREST accounts to be credited with new Ordinary | 6 February |
| Shares | |
| | |
+------------------------------------------------------+--------------------+
| Consolidation Record Date | 13 February |
| | |
+------------------------------------------------------+--------------------+
| Consolidation effective | 16 February |
| | |
+------------------------------------------------------+--------------------+
| CREST accounts to be credited with Consolidated | 16 February |
| Shares | |
| | |
+------------------------------------------------------+--------------------+
| Definitive share certificates for the Consolidated | Week commencing 23 |
| Shares despatched | February |
| | |
+------------------------------------------------------+--------------------+
| | |
+------------------------------------------------------+--------------------+
| All dates set out in the timetable above may be adjusted by the Company |
| and Arbuthnot Securities, in which event details of the new dates will be |
| notified to AIM, and where appropriate, to Shareholders. All references |
| are to London time. |
+------------------------------------------------------+--------------------+
Capitalised terms in this announcement shall, unless otherwise stated, have the
same meaning as set out in the section headed "Definitions" in the Circular.
Enquiries:
European Equity Tranche Income Limited
Robin Monro Davies 0845 868 0533
Arbuthnot Securities Limited
Alastair Moreton 020 7012 2000
Anson Fund Managers Limited
Company Secretary 01481 722260
This information is provided by RNS
The company news service from the London Stock Exchange
END
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