Compulsory Partial Redemption

RNS Number : 0870L

Off-Plan Fund Limited (The)

30 April 2010

 



30 April 2010

THE OFF-PLAN FUND LIMITED

(the "Company" or the "Fund")

Notice of Compulsory Partial Redemption of Participating Shares

The Company hereby announces that it has today posted a circular to shareholders ("Members") of the Company detailing proposals to redeem, on a pro rata basis, up to 3,345,931 shares ("Participating Shares"), equivalent to 60 per cent. of its entire issued share capital, for cancellation in accordance with the relevant provisions of the Companies (Jersey) Law 1991. The Participating Shares will be redeemed on 14 May 2010 (the "Redemption Date") pursuant to Article 36.00 of the Fund's Articles (the "Redemption") to those Members that are registered holders on the Redemption Date at a price of £0.63 per Participating Share.

The Redemption will take place on a pro rata basis such that each Member of the Fund will have redeemed three Participating Shares for every five Participating Shares held at £0.63 per share, so that each Member has the same proportion of their holding of Participating Shares redeemed (save that the number of Participating Shares to be redeemed held by any Member may be rounded down to the nearest whole Participating Share to avoid any Member holding a fraction of a Participating Share as a result of the Redemption).

Background to the Redemption

As stated in the Fund's Preliminary Results for the year ended 30 September 2009, announced on 31 March 2010 ("Preliminary Announcement"), following the sale of units in Walton and Leicester for a total aggregate cash consideration of £1,770,500 (as announced on 3 February 2010 and 23 February 2010, respectively) the Board has resolved to return, on a pro rata basis, approximately £2,100,000 to Members, such cash being surplus to the Fund's current working capital and solvency requirements.

In determining the level of the redemption the Directors have considered the ongoing running costs of the Fund for the next 12 months, together with a suitable contingency, to allow them to continue the orderly winding down of the activities of the Fund.

Mechanics of the Redemption

The Directors have sought legal and other professional advice in respect of the potential ways in which the £2,100,000 could be returned to Members.  The Directors have selected the Redemption as their preferred method as: (i) the Redemption is capable of being effected faster and at less expense than other potential options identified to the Directors; and (ii) for Members subject to tax in the United Kingdom, the payment they receive on completion of the Redemption should be treated as a part disposal of their Participating Shares for the purposes of the UK capital gains tax regime.

Accordingly, the Directors are exercising their powers pursuant to Article 36.00 of the Fund's Articles to redeem, on a pro rata basis, up to 3,345,931 Participating Shares in the Fund held by those Members on the register on 14 May 2010 at a price of £0.63 per share.

Members do not need to take any further action in order to receive payment for their Participating Shares which are to be redeemed.

Certificated holdings

If Members hold their Participating Shares in certificated form, the Fund's registrars will arrange for those Members to receive new certificates within 7 business days setting out their resultant holdings following the Redemption. The effect of the Redemption will be that existing share certificates will cease to be valid at 6pm on 14 May 2010.  Payments to Members will be made by way of cheque sent via registered post to the address stated on the register of members on the Redemption Date.  It is anticipated that cheques will be posted within 7 business days of the Redemption Date.

Members who hold their Participating Shares in certificated form, who are concerned that the register of members may contain incorrect details concerning, amongst other things, their address, should contact Capita Registrars, the Fund's registrars, using the following number 0871 664 0300 (calls cost 10p per minute plus network extras - lines are open between 8:30am and 5:30pm Monday to Friday) from the UK or [phone] from overseas.

Uncertificated holdings

If Members hold their Participating Shares in CREST please note that the Participating Shares will be disabled and the existing ISIN number JE00B58T0Q96 will expire at the close of business on the Redemption Date, with a new ISIN number JE00B3M1SG31 available for transactions on the next business day. The balance of Participating Shares will be received by CREST members on the next business day following the Redemption Date. The Redemption proceeds will be received by CREST members within 7 business days of the Redemption Date.

Following completion of the Redemption the total number of Participating Shares outstanding is expected to be 2,230,622, although this may increase by a small number as a result of the rounding down of fractions.  Application will be made for these shares to be admitted to trading on AIM under the new ISIN number JE00B3M1SG31 and Admission is expected to take place on 17 May 2010.

The effect of the Redemption

The result of the Redemption will be to reduce the net asset value ("NAV") of the Fund by approximately £2,100,000. Assuming that the Redemption had taken place on 30 September 2009, being the date of the latest available published financial information, the notional effect of the Redemption on the audited NAV of the Fund as at 30 September 2009 is set out below:

	£
Audited NAV of the Fund as at 30 September 2009	7,068,030
Less 5,576,545 Participating Shares redeemed on 30 October 2009	(3,903,582)
Less Redemption	(2,107,937)
Notional resultant unaudited proforma NAV as at 30 September 2009	1,056,511
	No.
Number of Participating Shares in issue as at 30 September 2009	11,153,098
Number of Participating Shares redeemed on 30 October 2009	5,576,545
Number of Participating Shares expected to be redeemed as part of the redemption	3,345,931
Number of Participating Shares in issue from 17 May 2010	*2,230,622
* - assuming that no rounding down of fractions is required in connection with the Redemption

The above table has been prepared for illustrative purpose only, it addresses a hypothetical situation and therefore does not represent the actual NAV position of the Fund before or after the Redemption. In particular, it does not reflect any changes, which include, amongst other things, the income arising from the properties and investments held and the running costs of the Fund, to the NAV of the Fund that have occured since 30 September 2009 (other than the redemption on 30 October 2009 of 5,576,545 Participating Shares).

Update on the orderly winding down of the activities of the Fund

As set out in the Preliminary Announcement, the Fund is seeking to secure the return of £1,100,000 which is outstanding following rescission of the agreements relating to the Canon House development in Wallington.

As at 31 March 2010, the Fund had provided in full for the £1,100,000 deposit paid to Henry Homes (Wallington) Limited ("HHW") on the commencement of the Canon House project.  HHW was subject to a winding up order on the same date and is now in insolvent liquidation.  As a result of HHW's insolvent liquidation and as a beneficiary of an insurance policy to cover such a situation, the Fund believes that it is entitled to recover the entire amount of the deposit from the insurer, Zurich Insurance ("Zurich").  Aclaim form was submitted to Zurich on 9 April 2010 and receipt has since been acknowledged by Zurich.

The process to recover these monies continues and a further announcement will be made once it is possible to determine more accurately the likely timetable for the conclusion of this process.  The Directors of the Fund will consider whether it is appropriate to make further redemptions or other forms of distribution to its Members when such announcement is made.

List of Contacts:

Development Capital Management

Andy Gardiner

Tom Pridmore

020 7355 7600

Merchant John East Securities Limited

(Nominated Adviser)

Bidhi Bhoma/Simon Clements

020 7628 2200

 

END

 

 

MSCBLGDSCDDBGGC