TIDMOTM
RNS Number : 3020G
Ottoman Fund Limited (The)
28 February 2018
THE OTTOMAN FUND LIMITED (the "Company")
Proposed Cancellation of Admission of Participating Shares to
trading on AIM
Update on Company's Winding Up
Publication of Circular and
Notice of Extraordinary General Meeting
The Ottoman Fund Limited (AIM:OTM) announces its intention to
seek Shareholders' approval for the cancellation of admission of
its Participating Shares to trading on AIM (the "Cancellation") and
to place the Company into a summary winding up process. A circular
to Shareholders will be published today setting out the background
to and reasons for the Cancellation, the reasons why the Directors
believe that this is in the best interests of the Company and its
Shareholders as a whole and their recommendation to Shareholders to
vote in favour of the proposals (the "Circular").
An Extraordinary General Meeting ("EGM") of the Company will be
held at 10 a.m. on 26 March 2018 at 4th Floor, St Paul's Gate,
22-24 New Street, St Helier, Jersey, JE1 4TR.
At the EGM the Company will be seeking Shareholders to approve,
inter alia, the Cancellation and to place the Company into a
summary winding up process. Notice convening the EGM will be set
out in the Circular, which will shortly be available on the
Company's website at www.theottomanfund.com.
The full text of the Chairman's Letter set out within the
Circular and the Expected Timetable of Principal Events are
reproduced in full below.
Definitions in this announcement are the same as those included
in the Circular.
Enquiries:
N+1 Singer
James Maxwell 0207 496 3000
Vistra Fund Services
Limited
Company Secretary 01534 504 700
"To all Shareholders and, for information only, holders of
Founders Shares
Dear Shareholder,
RECOMMED PROPOSALS FOR DE-LISTING FROM AIM AND SUMMARY WINDING
UP
This Circular presents two proposals: (i) to cancel the
admission of the Participating Shares to trading on AIM and (ii) to
place the Company into a summary winding up process. The Company
proposes to convene an EGM on 26 March 2018 for a shareholder vote
on these resolutions. The proposals will enable the Board to wind
up the Company and distribute cash to Shareholders.
The Company currently has cash net of projected expenses, of
approximately GBP1.89 million. If these resolutions pass, the
Company will as soon as practicable thereafter declare an initial
distribution of 1.40 pence per share with the remainder retained to
meet Jersey solvency requirements. Upon the completion of the
summary winding up process and the payment of expenses incurred in
the winding up process, the Company will then distribute any
remaining assets. If the resolutions do not pass the Directors will
then need to make an application to the Royal Court of Jersey for a
winding up on just and equitable grounds under Article 155 of the
Law, which may result in less distributable cash available for
Shareholders. The Board consequently recommends that Shareholders
vote in favour of both resolutions.
Background to the Proposals
In June 2015, the Company sold its final remaining property
asset in Turkey. Since then, the Company has been endeavouring to
repatriate cash from Turkey to Jersey, dealing with various legal
issues in Turkey, winding up its Maltese subsidiary and working
with BDO (Istanbul) to wind up and liquidate the Company's three
Turkish subsidiaries. The Company's cash in excess of Turkish
statutory requirements has now been repatriated. Two of the
Company's Turkish subsidiaries are now in liquidation and the third
Turkish subsidiary as well as the Maltese company will be
liquidated later in the spring/summer of 2018. All of the legal
issues in Turkey seem now to have been resolved. We are
consequently now able to recommend to Shareholders that the
admission of the Participating Shares of the Company to trading on
AIM be cancelled and that the Company be placed into a summary
winding up process. Shareholder approval of these proposals will
then enable the Company to distribute the bulk of the Company's
remaining cash following the payment of expenses and retaining
sufficient funds to satisfy projected expenses. What remains will
then be distributed to Shareholders or if the amount is negligible
donated to charity. We had hoped to be able to present to
shareholders a final set of accounts along with this circular but
unfortunately due to shortcomings at our administrator we have been
unable to do this and have brought this fact to the attention of
the regulator. A final set of accounts will be forthcoming as soon
as the accounts are completed and signed off by our auditors.
The Ottoman Board therefore strongly recommends that the
Shareholders vote in favour of the two resolutions so we can
distribute the bulk of the Company's cash as soon as practicable
thereafter.
Cancellation of the admission of the Participating Shares to
trading on AIM
It is proposed to cancel the admission of the Participating
Shares to trading on AIM.
Rule 41 of the AIM Rules requires an AIM company that wishes to
cancel admission of its AIM securities to trading on AIM to notify
such intended cancellation through an RIS announcement and to
separately inform the London Stock Exchange of its preferred
cancellation date at least twenty Business Days prior to such
date.
Unless the London Stock Exchange otherwise agrees, the
cancellation of the Participating Shares from admission to trading
on AIM must be conditional upon the consent of not less than 75 per
cent. of votes cast by the Shareholders, given in a general
meeting.
As announced by the Company on 28 February 2018, subject to
Shareholder approval at the EGM, it is expected that the admission
of the Participating Shares to trading on AIM will be cancelled
with effect from 7 a.m. on 5 April 2018. The effect of the
cancellation will be that the Participating Shares will no longer
be quoted or tradable on AIM and Shareholders will not therefore be
readily able to sell their Participating Shares. Shareholders will
be able to buy and sell their Participating Shares "off market"
although this will be more difficult than trading "on market". The
only other opportunity for Shareholders to sell their Participating
Shares would arise upon a sale of all of the issued share capital
of the Company to a third party. There is no current intention to
do this and the only proposals in respect of the Company are to
wind it up.
It is intended that, in light of the proposals, if the
resolution to cancel the admission of the Participating Shares to
trading on AIM is passed by a requisite majority, admission of the
Participating Shares to trading on AIM will be cancelled from 5
April 2018. Trading in the Company's shares on AIM was suspended on
20 November 2017 and, even if the resolution is not passed, the
Company's admission to AIM would be cancelled on 20 May 2018, the
date which is 6 months after its shares were first suspended.
Summary Winding Up
As previously stated, the sole remaining asset of the Company is
cash sufficient to meet its obligations for winding the Company up.
It is now proposed that the Company be wound up by way of summary
winding up in accordance with the Law, being the process under
Jersey law for a shareholder-initiated winding up of a solvent
company.
As part of the summary winding up process, the Directors are
required to make a prior statement of solvency. The winding up
process itself is commenced by way of a special resolution passed
by Shareholders of the Company, this to be effected within 28 days
after the statement of solvency has been signed by the Directors.
The Directors expect to sign the statement of solvency shortly
before the EGM.
If the Company is placed into winding up, the Directors will
then begin the process of meeting remaining liabilities of the
Company and then distributing net assets (if any) to its
Shareholders. The Directors intend, should both the resolution for
winding up and the resolution to cancel the admission to trading on
AIM be passed, to make an interim distribution of GBP1.40 per
share. Shareholders will receive further information and updates on
this process (from the Directors) in due course.
Once the winding up process has been completed and the Company
has no assets and no liabilities, the Company will be
dissolved.
Extraordinary General Meeting
A notice convening the EGM to be held at 4th Floor St Paul's
Gate 22-24 New Street St Helier Jersey JE1 4TR at 10 a.m. on 26
March 2018 to consider and, if thought fit, pass the Resolutions is
set out on page 9 of this Circular.
All Shareholders are entitled to vote on the Resolutions to be
proposed at the EGM.
The quorum for the EGM is two members present in person or
voting by proxy. Any Shareholder may appoint a proxy to attend and,
on a poll, vote on the Resolutions on his behalf.
Resolutions
The Resolutions which Shareholders are being asked to pass at
the EGM provide for the following:
Resolution 1 authorises the cancellation of the admission of the
Participating Shares to trading on AIM.
Resolution 2 approves the summary winding up of the Company.
In accordance with the AIM Rules for Companies, Resolution 1 put
to the EGM will require consent of not less than 75 per cent. of
votes cast by the Shareholders. In accordance with the Law,
Resolution 2 put to the EGM is a special resolution and will
require the approval of a majority of two thirds of the votes cast
by the Shareholders.
Action to be Taken
A Form of Proxy for use at the EGM accompanies this Circular.
The Form of Proxy should be completed in accordance with the
instructions thereon and returned to Vistra Fund Services Limited,
4th Floor St Paul's Gate 22-24 New Street St Helier Jersey JE1 4TR
as soon as possible, but in any event so as to be received by 10 am
on 23 March 2018 (or at least 48 hours before any adjourned
meeting).
If you have not received the Form of Proxy please contact Vistra
(Jersey) Limited (the Administrator) on the number set out below.
If you have any questions relating to completion and return of the
Form of Proxy please contact the Administrator on +44 1534 504700
between 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding bank
and public holidays). Please note that calls to this number may be
monitored or recorded, and no advice on the Proposals may be
given.
The completion and return of a Form of Proxy will not preclude
Shareholders from attending the EGM and voting in person should
they so wish.
Recommendation
The Directors consider that the proposals are in the best
interests of the Company and its Shareholders and, accordingly,
recommend that you vote in favour of the Resolutions. It is noted
that if either of the Resolutions fails to pass that the initial
distribution to Shareholders will be delayed.
Yours faithfully
John Chapman
Chairman"
Indicative timetable 2018
----------------------------------- ------------------
Publication of this Circular 28 February
----------------------------------- ------------------
Latest time and date for receipt 10 a.m. on 23
of Forms of Proxy March
----------------------------------- ------------------
Extraordinary General Meeting 10 a.m. on 26
March
----------------------------------- ------------------
Expected cancellation of admission 7 a.m. on 5 April
of Participating Shares
to trading on AIM
----------------------------------- ------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCTPMRTMBMTBLP
(END) Dow Jones Newswires
February 28, 2018 12:11 ET (17:11 GMT)
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