ScotGems
plc
LEI Number: 549300GQHCPU9P1NYM13
18 August 2022 |
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Publication
of Circular
Further to the announcement of 1 July 2022, the Board of ScotGems
plc (the "Company") announces that the Company will shortly
publish a circular (the "Circular") to the Company's
shareholders ("Shareholders") setting out recommended
proposals for a members' voluntary liquidation of the Company (the
"Proposals"). If the Proposals become effective they will,
subject to the terms and conditions set out in the Circular,
provide all Shareholders with a full cash exit less costs. |
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Background to the
Proposals |
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On 9 March 2022 the
Board of the Company announced that it had received notice to
terminate the alternative investment fund management agreement
dated 2 June 2017 (the "AIFM Agreement") from First Sentier
Investors (UK) Funds Limited, the Company's AIFM (the
"AIFM"). The termination of the AIFM Agreement is subject to
a six month notice period and the investment management agreement
among the Company, the AIFM and First Sentier Investors
International IM Limited (the "Investment Manager") will
terminate automatically at the same time as the AIFM
Agreement. |
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In the light of this
development, the Board carefully considered the options for the
future of the Company including the review of a number of proposals
made to the Board and consultation with the Company's largest
Shareholders. Throughout this process the Board took into account
the size of the Company, the discount at which the Company's shares
(the "Shares") trade relative to net asset value and the
limited liquidity in the Shares. |
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The Board wanted to
ensure that all Shareholders had an opportunity to consider the
Company's future. Accordingly, it was announced on 12 May 2022 that
the Company would convene a general meeting for Shareholders to
vote on the continuation of the Company and that the Board,
following further consideration of the Company's options (including
a straightforward winding up), would give its recommendation on the
future of the Company prior to the continuation vote. |
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As announced on 1 July
2022, following further consultation with major Shareholders and
the Company's advisers, the Board has determined that it would be
in the best interests of the Company and Shareholders as a whole to
put forward formal proposals to Shareholders for a members'
voluntary liquidation of the Company. Accordingly, the Board is
proposing that the Company be wound up such that Shareholders are
provided with a full cash exit less costs. |
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Update on Portfolio
Realisation |
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As set out in the
announcements of 1 and 13 July 2022, the Board has instructed the
Investment Manager to realise the Company's investment portfolio
(the "Portfolio") in an orderly manner. As at 17 August 2022
(being the latest practicable date prior to the publication of this
announcement) the Investment Manager has realised approximately
97.51 per cent. of the Portfolio, with the vast majority of the
proceeds of these sales being held in Sterling, and expects to have
realised approximately 98.35 per cent. of the Portfolio by the date
of the General Meeting. |
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Given the progress made
to date in realising the Portfolio, the Board believes that it is
now appropriate to move forward with the Proposals. |
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The
Proposals |
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The Board is proposing
that the Company be placed into members’ voluntary liquidation,
which requires the approval of Shareholders at a General Meeting
that will be convened pursuant to the Notice of General Meeting set
out at the end of the Circular. |
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The General Meeting will
be held on 8 September 2022 at 11.30 a.m. |
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The resolution to be
considered at the General Meeting relates, first, to the approval
of the Company being wound up voluntarily and the appointment of
the Liquidators for the purpose of the winding up. It grants the
Liquidators authority to make distributions in cash to the
Shareholders (after payment of the Company’s liabilities and after
deducting the costs of implementation of the Company’s winding up)
in proportion to their holdings of Shares in accordance with the
provisions of the Articles. It also grants the Liquidators
authority to exercise certain powers laid down in the Insolvency
Act 1986 and determines the remuneration of the Liquidators by
reference to the time spent attending to matters. |
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If
appointed, the Liquidators will, with effect from 8 September 2022,
assume responsibility for the winding up of the Company, including
the realisation of the remaining assets of the Company; the payment
of fees, costs and expenses; the discharging of the liabilities of
the Company; and the distribution of its surplus assets to
Shareholders.
Distributions to Shareholders |
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The
Liquidators will distribute the proceeds of the realisation of the
Portfolio to Shareholders after the Company’s outstanding
liabilities and the costs of implementing the Proposals, including
the Liquidators’ fees, have been met. Cash held by the Company will
be distributed amongst Shareholders, as set out below, through one
or more distributions in accordance with the provisions of the
Articles.
Assuming the Resolution is passed, the Liquidators expect to make
an initial distribution of the cash proceeds of the liquidation of
the Portfolio, less the costs of the Proposals and the amount
attributable to the Liquidation Fund, by 23 September 2022 (the
"Initial Distribution"). |
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Once the
Liquidators have realised the Company's assets, made the Initial
Distribution, satisfied the claims of creditors of the Company and
paid the costs and expenses of the liquidation, it is expected that
the Liquidators will make a final distribution to Shareholders.
This final distribution, if any, will be made solely at the
discretion of the Liquidators. There can be no guarantee as to the
value, if any, and/or timing of distribution(s) that may result
from the realisation of the Company's remaining assets. Both
of these factors depend, inter alia, on prevailing market
conditions and legal restrictions.
All Shareholders on the Register of Members at 6.00 p.m. on 7
September 2022 (who are not Sanctions Restricted Persons) will be
entitled to the distribution(s) from the Liquidators, including the
Initial Distribution. |
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As announced today, in
order to comply with the Company's obligations in respect of its
investment trust status for the period between 1 January 2022 and 8
September 2022, a pre-liquidation Interim Dividend of 3 pence per
Share will also be to Shareholders prior to the General
Meeting. |
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Expected
Timetable |
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Notice of General Meeting |
18 August 2022 |
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Ex-dividend date for the Interim
Dividend |
25 August 2022 |
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Record date for the Interim
Dividend |
26 August 2022 |
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Last day of dealing in the Shares
through CREST on a normal rolling two day settlement basis |
5 September 2022 |
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Deadline for receipt of Forms of
Proxy |
11.30 a.m. on 6
September 2022 |
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Payment date for the Interim
Dividend |
7 September 2022 |
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Close of Register and Record Date
for participation in the members’ voluntary liquidation |
6.00 p.m. on 7
September 2022 |
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Suspension of Shares from listing on
the Of?cial List and from trading on the London Stock Exchange |
7.30 a.m. on 8
September 2022 |
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General Meeting |
11.30 a.m. on 8
September 2022 |
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Appointment of Liquidators |
8 September 2022 |
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Expected date of cancellation of the
listing of the Shares on the Of?cial List and of the trading of the
Shares on the London Stock Exchange |
8.00 a.m. on 9
September 2022 |
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First cash distribution to
Shareholders* |
by 23 September
2022 |
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* Actual
date to be determined by the Liquidators.
The above times and/or dates may be subject to change and, in the
event of such change, the revised times and/or dates will be
noti?ed to Shareholders by an announcement through a Regulatory
Information Service.
All references to times in this announcement are to London
times. |
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General |
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A copy of
the Circular will be submitted to the Financial Conduct Authority
and will be available for inspection at the National Storage
Mechanism which is located at
data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's
website at www.scotgems.com.
Dickson Minto W.S. is authorised and regulated by the Financial
Conduct Authority. Dickson Minto W.S. will not be responsible to
anyone other than the Company for providing protections afforded to
clients of Dickson Minto W.S. or for affording advice in relation
to the contents of this announcement, the Circular or any matters
referred to therein or any other statement made or purported to be
made by Dickson Minto W.S. or on its behalf in connection with the
Company, the Proposals, the Resolution or the Shares. Accordingly,
Dickson Minto W.S., to the fullest extent permissible by law,
disclaims all and any responsibility or liability (save for any
statutory liability including any responsibilities or liabilities
which may arise under FSMA or any regulatory regime established
thereunder) whether arising in tort, contract or otherwise which it
might otherwise have in respect of this announcement, the Circular
or any other statement. |
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Enquiries
Juniper Partners Limited
(Secretary)
0131 378 0500
Douglas Armstrong
Dickson Minto (Sponsor)
020 7649 6823 |
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