Further re: Proposed cash return
This announcement should not be transmitted, distributed or released in or into
any jurisdiction in which such an act would constitute a violation of the
relevant laws of such jurisdiction.
10 March 2010
Eurovestech plc
(the "Company" or "Eurovestech")
Further Re. Proposed Return of Cash to Shareholders of 2.18 pence per Ordinary
Share
Introduction
Eurovestech announces that a circular will be dispatched to its Shareholders
later today (the "Circular") convening a General Meeting to be held on 29 March
2010 to obtain Shareholder approval for a proposed return of cash of 2.18 pence
per Ordinary Share.
On 4 January 2010, Eurovestech announced an intention to return a proportion of
the Company's cash reserves arising from the sale of the Company's portfolio
company, KSS Retail Limited. This was after Eurovestech had undertaken a
detailed assessment of the appropriate cash requirements of the Company for
investment in its current businesses and for investment in future
opportunities. On 24 February 2010, Eurovestech announced proposals to return
approximately £7.5 million of cash to Shareholders by way of the Return of Cash
and up to £2.5 million by way of an on-market share buyback programme.
Details of the principal features of the Return of Cash are set out below. The
proposed structure allows the Company to effect the Return of Cash whilst at
the same time providing Shareholders with some flexibility as to how they wish
to receive the proceeds.
The Return of Cash will not have any impact on the number of Ordinary Shares
held by Shareholders or on the rights (including voting rights) attaching to
such Ordinary Shares.
Shareholder approval is required for the Return of Cash and accordingly a
General Meeting is being convened at Eurovestech plc, 29 Curzon Street, London
W1J 7TL at 10.00 a.m. on 29 March 2010. The Return of Cash is also conditional
on the sanction of the Capital Reduction by the Court.
Principal features of the Return of Cash
Under the proposed structure, Shareholders will receive one B Share for each
Ordinary Share held on the Record Date for the Share Issue (see Expected
Timetable of Events set out in Appendix 1 below) unless a Shareholder elects to
receive C Shares in respect of some or all of its holdings of Ordinary Shares
in which case a Shareholder will receive one C Share for each Ordinary Share
held on the Record Date for the Share Issue for which a valid election is made.
Shareholders who receive B Shares will receive the B Share Dividend of 2.18
pence per B Share which will be declared and paid on or about 1 April 2010
following which the B Shares will become Deferred Shares having very limited
rights. Shareholders who elect to receive C Shares will be issued with C Shares
which will be redeemed by the Company on or about 1 April 2010 for a redemption
price of 2.18 pence per C Share.
None of the B Shares or C Shares to be issued in connection with the Return of
Cash or the Deferred Shares arising on the conversion of the B Shares following
payment of the B Share Dividend will be admitted to trading on AIM or any other
securities exchange. The Ordinary Shares will continue to be admitted to
trading on AIM.
For regulatory reasons Shareholders resident in any of the Prohibited
Territories will not be entitled to elect for C Shares and any election for the
C Share Redemption will be void.
Capital Reduction
Under the Companies Act, the Company can, with the approval of Shareholders
given by way of a special resolution and with the confirmation of the Court,
reduce or cancel its share premium account. Such a reduction or cancellation
creates a reserve which can, subject to the protection of creditors, be
credited to the Company's profit and loss account and be distributed to
Shareholders.
At the 2008 annual general meeting, Shareholders approved a resolution to
cancel the Company's share premium account (the "Capital Reduction"). The
Company has recently applied to the Court to sanction the Capital Reduction and
sanction is expected to be given on 31 March 2010.
The distributable reserves arising on the sanction of the Capital Reduction
will enable the Company to declare and pay the B Share Dividend and redeem the
C Shares. The Return of Cash is therefore conditional on the sanction of the
Capital Reduction by the Court.
Share buyback programme
In addition to the Return of Cash proposals outlined above, the Company is also
looking to return up to £2.5 million in cash by way of an on-market share
buyback programme.
The Company is therefore seeking Shareholder approval of a resolution
permitting the Company to make market purchases of up to 34,452,280 Ordinary
Shares (being 10 per cent. of the Ordinary Shares in issue as at 9 March 2010).
Subject to Shareholder approval of the Resolution at the General Meeting, the
Company intends to commence the share buyback programme as soon as market
conditions permit and the Directors consider it appropriate. The maximum price
to be paid for Ordinary Shares shall not be more than (i) 5 per cent. above the
average of the closing middle market quotations for the Ordinary Shares for the
five business days before the day on which the purchase is made and (ii) the
higher of the price of the last independent trade of an Ordinary Shares and the
highest current independent bid for an Ordinary Share as derived from the
London Stock Exchange Trading System. Given the low liquidity in the Ordinary
Shares, such purchases are likely to exceed 25 per cent. of the average daily
trading volume of the Ordinary Shares traded over the 20 business days
preceding that date.
The Company will announce any on-market purchases on the business day following
the purchase on a regulatory information service. Any Ordinary Shares purchased
under the share buyback programme will be cancelled.
City Code
Under Rule 9 of the City Code ("Rule 9"), when a person acquires, whether by a
series of transactions over a period of time or not, an interest (as defined in
the City Code) in shares which (taken together with shares in which persons
acting in concert with them are interested) carry 30 per cent. or more of the
voting rights of a company to which the City Code applies, such person is
normally required by the Panel to make a general offer to the holders of any
class of equity share capital of that company (whether voting or non-voting)
and also to the holders of any class of transferable securities carrying voting
rights issued by that company to acquire their shares or other securities.
Rule 9 also provides that any person, together with persons acting in concert
with them, who is interested in shares which in aggregate carry not less than
30 per cent. but do not hold more than 50 per cent. of the voting rights of a
company to which the City Code applies will be unable, without the Panel's
consent, to acquire, either individually or together, any interest in any other
shares which increases the percentage of shares carrying voting rights in which
they are interested without being required to make a general offer to the
holders of any class of equity square capital of that company (whether voting
or non-voting) and also to the holders of any class of transferable securities
carrying voting rights issued by that company to acquire their shares or other
securities.
Under Rule 37.1 of the City Code, when a company purchases its own voting
shares, any resulting increase in the percentage of shares carrying voting
rights in which a person or group of persons acting in concert (a "Concert
Party") is interested will be treated as an acquisition for the purpose of Rule
9. A person not acting, or presumed to be acting, in concert with any one or
more of the directors will not normally incur an obligation to make a mandatory
offer under Rule 9 if, as a result of the purchase of its own shares by a
company, they come to exceed the percentage limits set out in Rule 9, but the
Panel should be consulted in all such cases. However, this exception will not
normally apply when a person (or any relevant members of a group of persons
acting in concert) not acting, or presumed to be acting, in concert with any
one or more of the directors has acquired an interest in shares at a time when
they had reason to believe that such a purchase of its own shares by the
company would take place.
As at 9 March 2010 (being the latest practicable date prior to the publication
of this announcement) INVESCO Limited owned 100,850,819 Ordinary Shares,
representing approximately 29.27 per cent. of the issued share capital of the
Company.
As a result of the on-market share buyback programme the Company is proposing
to implement, INVESCO Limited could end up holding an interest in 30 per cent.
or more of the issued share capital of the Company. Following discussions
between the Company and the Panel, the Panel has agreed that, under Rule 37.1
of the Code and the notes of that Rule, INVESCO should be treated as an
"innocent bystander" in relation to any increase in its holding of Ordinary
Shares as a result of the on market share buy back programme and there will not
be any Rule 9 consequences on INVESCO Limited arising from such buy back of
Ordinary Shares.
Eurovestech Share Schemes
Following the Return of Cash an adjustment may be required to be made to the
exercise price and/or the number of Ordinary Shares over which participants in
the Eurovestech Share Schemes hold unexercised options. This is to ensure that
the participants' entitlements remain comparable before and after the Return of
Cash. The Company's auditors must confirm the adjustment as being, in their
opinion, fair and reasonable. Participants in the Eurovestech Share Schemes
holding unexercised options will be notified at the appropriate time.
warrants
In accordance with the Warrant Instrument, any Warrants that are not exercised
by 13 March 2010 will lapse. To the extent that Warrants are validly exercised
by 13 March 2010, the Ordinary Shares issued pursuant to the exercise of
Warrants will be entitled to participate in the Return of Cash.
As all Warrants will have either been exercised or lapsed prior to the Record
Date for the Share Issue and the Court hearing to sanction the Capital
Reduction, consent is not required from holders of the Warrants to implement
the Return of Cash or the Capital Reduction.
Circular
The Circular in connection with the Return of Cash will be dispatched to
Shareholders later today and will be available on the Company's website
www.eurovestech.com.
Eurovestech plc
Richard Bernstein - Chief Executive Tel: 020 7491 0770
Merchant John East Securities Limited
David Worlidge / Simon Clements Tel: 020 7628 2200
Cenkos Securities plc
Ivonne Cantu Tel: 020 7397 8900
APPENDIX I
EXPECTED TIMETABLE OF EVENTS
2010
Latest time and date for receipt by the Company of the 10.00 a.m. on 27 March
Form of Proxy
for the General Meeting
General Meeting 10.00 a.m. on 29 March
Latest time for receipt of Election Forms from 1.00 p.m. on 29 March
certificated holders and TTE instructions from CREST
holders in relation to elections for C Shares
Record Date for the Share Issue 5.00 p.m. on 29 March
Ordinary Shares released from escrow by way of a TFE 30 March
instruction
B Shares and C Shares issued 30 March
Court hearing to sanction the Capital Reduction 31 March
B Share Dividend declared, B Shares converted into 1 April
Deferred Shares and C Share Redemption
CREST accounts credited or despatch of cheques in 1 April
respect of the B Share Dividend and/or C Share
Redemption
Notes:
1. References to time in this announcement are to London time. If any of the
above times or dates should change, the revised times and/or dates will be
notified to Shareholders by an announcement on a regulatory information
service.
2. All events in the above timetable following the General Meeting are
conditional upon approval by Shareholders of the Resolution to be proposed
at the General Meeting and all events in the above timetable following the
Court hearing to sanction the Capital Reduction are conditional on the
sanction of the Capital Reduction by the Court.
APPENDIX II
DEFINITIONS
In this announcement the following definitions apply unless the context
requires otherwise:
"AIM" the AIM market of the London Stock Exchange
"B Shares" non-voting shares of 0.001 penny each in the
capital of the Company
"B Share Dividend" the dividend of 2.18 pence to be declared on
each B Share on 1 April 2010 to holders of B
Shares (or such other date as the Directors
may determine)
"Board" or "Directors" the board of directors of Eurovestech
"C Shares" non-voting redeemable shares of 2.18 pence
each in the capital of the Company
"C Share Redemption" the redemption of the C Shares for a
redemption amount of 2.18 pence on 1 April
2010 (or such other date as the Directors may
determine)
"Capital Reduction" the proposed reduction of the capital of the
Company, details of which are set out in this
announcement
"City Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 2006
"Company" or "Eurovestech" Eurovestech plc, registered in England and
Wales with company number 3913197
"Court" the High Court of Justice in England and
Wales
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations 2001
(SI 2001 No. 01/378), as amended) in respect
of which Euroclear UK & Ireland Limited is
the Operator (as defined in the
Uncertificated Securities Regulations 2001
(SI 2001 No. 01/378), as amended)
"CREST Manual" the compendium of documents entitled CREST
Manual issued by Euroclear UK & Ireland
Limited from time to time and comprising the
CREST Reference Manual, the CREST Central
Counterparty Service Manual, the CREST
International Manual, CREST Rules, CCSS
Operations Manual and the CREST Glossary of
Terms
"Deferred Shares" the unlisted Deferred Shares, the rights and
restrictions of which will be set out in the
Circular
"Election Form" a form for use by Shareholders by which a
Shareholder (who holds Ordinary Shares in
certificated form) may elect to receive C
Shares under the Share Issue
"Eurovestech Share Schemes" the Eurovestech Approved Executive Share
Option Scheme and the Eurovestech Unapproved
Executive Share Option Scheme, each adopted
by the Board on 20 July 2001
"Form of Proxy" the form of proxy for use by Shareholders in
connection with the General Meeting
"General Meeting" the General Meeting of the Company to be held
at 10.00 a.m. on 29 March 2010 notice of
which will be set out in the Circular, to
consider and, if thought fit, approve the
Resolution
"Ordinary Shares" issued ordinary shares of 1 penny each in the
capital of Eurovestech
"Panel" the Panel on Takeovers and Mergers
"Prohibited Territories" the United States, Canada, Japan and South
Africa
"Record Date for the Share Issue" 5.00 p.m. on 29 March 2010 (or such other
time or date as the Directors may determine)
"Resolution" the special resolution to be proposed at the
General Meeting to implement the Return of
Cash and the on-market share buyback
programme
"Return of Cash" the transaction comprising the alternatives
of the B Share Dividend or the C Share
Redemption, details of which are contained in
this announcement
"Share Issue" the reorganisation of the Company's share
capital comprising the issuance of the B
Shares and the C Shares
"Shareholders" holders of Ordinary Shares and/or B Shares
and/or C Shares, and/or Deferred Shares, as
the context may require
"TFE instruction" transfer from escrow instruction (as defined
in the CREST Manual)
"TTE instruction" transfer to escrow instruction (as defined in
the CREST Manual)
"Warrant Instrument" the warrant instrument executed by the
Company and dated 15 March 2006 constituting
the Warrants
"Warrants" the warrants to subscribe for Ordinary Shares
constituted by the Warrant Instrument