Repayment of ZDP Shares

RNS Number : 6694X

F&C Private Equity Trust PLC

21 November 2014

 



21 November 2014

F&C PRIVATE EQUITY ZEROS PLC

(A wholly owned subsidiary of F&C Private Equity Trust PLC)

RECOMMENDED MEMBERS' VOLUNTARY WINDING-UP
AND
PAYMENT OF FINAL CAPITAL ENTITLEMENT TO ZDP SHAREHOLDERS

Introduction

The ZDP Shares were issued by the Company in December 2009.  In accordance with the Articles, the Company is required to redeem all of the ZDP Shares at 152.14p per share on 15 December 2014 and, if it is unable to do so, the Directors are required to convene a general meeting of the Company to be held as soon as reasonably practicable following 15 December 2014 at which a resolution shall be proposed requiring the Company to be wound up voluntarily pursuant to Chapter II of Part IV of the Insolvency Act 1986. 

To ensure that the holders of the ZDP Shares receive, as a capital sum, the Final Capital Entitlement on 15 December 2014, the Directors have convened a general meeting of the Company, which will be held on Friday, 12 December 2014, at which a resolution will be proposed requiring the Company to be wound up voluntarily pursuant to section 84(1)(b) of the Insolvency Act 1986. 

Under the Articles, the Winding-up Resolution will constitute a variation of the rights attaching to the ZDP Shares and, accordingly, requires the previous sanction of a special resolution of the ZDP Shareholders passed at a separate meeting of such holders.  Accordingly, the Directors have convened a separate general meeting of the ZDP Shareholders, which will also be held on Friday, 12 December 2014, at which a resolution will be proposed sanctioning the passing of the Winding-up Resolution and any resulting changes to the rights attaching to the ZDP Shares.

F&C PET, the Company's parent company and the sole Ordinary Shareholder, has agreed to contribute to the Company sufficient funds to enable the Company to pay the full Final Capital Entitlement to ZDP Shareholders on the ZDP Repayment Date.  Such contribution will be made by F&C PET repaying the existing inter-company loan from the Company and by F&C PET subscribing for new Ordinary Shares.  The Company's costs of implementing the Proposals, including advisers' fees and the costs and expenses of liquidation, will also be met by F&C PET.  In addition, F&C PET has confirmed that it will vote in favour of the Winding-up Resolution at the General Meeting.  ZDP Shareholders are also entitled to attend the General Meeting and to vote on the Winding-up Resolution.

Winding-up of the Company and Appointment of Liquidators

The Directors are proposing that the Company be placed into a members' voluntary winding-up and that the Company's surplus assets be distributed amongst the relevant Shareholders, including by payment of the Final Capital Entitlement to ZDP Shareholders.

Subject to Shareholders' approval, it is proposed that Derek Neil Hyslop and Colin Peter Dempster, both of Ernst & Young LLP, Ten George Street, Edinburgh EH2 2DZ, be appointed as joint liquidators of the Company.  The winding-up of the Company will be a solvent winding-up in which it is intended that all creditors of the Company will be paid in full. The appointment of the Liquidators in relation to the Company is subject to the resolution sanctioning the passing of the Winding-up Resolution and any resulting changes to the rights attaching to the ZDP Shares having been passed at the ZDP Shareholders' Meeting and will become effective immediately upon the passing of the Winding-up Resolution at the General Meeting.  At this point, the powers of the Directors will cease and the Liquidators will assume responsibility for the winding-up of the Company, including the payment of the Final Capital Entitlement to ZDP Shareholders.

Suspension and Cancellation of Listing and Trading of the ZDP Shares

An application will be made to the UK Listing Authority to suspend the listing of the ZDP Shares on the Official List and to the London Stock Exchange to suspend trading of the ZDP Shares on the London Stock Exchange's Main Market with effect from 7.30 a.m. on Friday, 12 December 2014.  In addition, the Company will apply to the UK Listing Authority to cancel the listing of the ZDP Shares on the Official List and to the London Stock Exchange to cancel trading of the ZDP Shares on the London Stock Exchange's Main Market with effect from 8.00 a.m. on Friday, 19 December 2014, conditional only on the passing of the ZDP Resolution and the Winding-up Resolution at the relevant Meetings.

Settlement of Final Capital Entitlement

The record date for a ZDP Shareholder to be entitled to the Final Capital Entitlement is 5.00 p.m. on Thursday, 11 December 2014.  Therefore, the last day for dealings in the ZDP Shares for normal settlement (to enable settlement prior to the record date) will be Tuesday, 9 December 2014.

In respect of ZDP Shareholders who hold their ZDP Shares in uncertificated form, it is expected that an amount equal to the Final Capital Entitlement payable in relation to the ZDP Shares held by that ZDP Shareholder will be paid through CREST on Monday, 15 December 2014 by the creation of a payment obligation in favour of the ZDP Shareholder's payment bank in accordance with the CREST payment arrangements.  In respect of all other ZDP Shareholders, it is expected that a cheque drawn on a branch of a UK clearing bank for an amount equal to the Final Capital Entitlement payable in relation to the ZDP Shares held by that ZDP Shareholder will be sent by first class mail, by not later than Friday, 19 December 2014, to the last postal address for that shareholder recorded in the Company's register of members.

After payment of the Final Capital Entitlement, any existing credit of ZDP Shares in any stock account in CREST will be redundant and any existing certificates in respect of ZDP Shares will cease to be of value.

Expected Timetable

	2014
Record date for the Final Capital Entitlement	5.00 p.m. on Thursday, 11 December
Admission of the ZDP Shares to the Official List and trading of the ZDP Shares on the London Stock Exchange's Main Market suspended and register of ZDP Shareholders closed	7.30 a.m. on Friday, 12 December
ZDP Shareholders' Meeting	12 noon on  Friday, 12 December
General Meeting	12.01 p.m.1 on  Friday, 12 December
In respect of ZDP Shares held in uncertificated form, relevant CREST accounts credited with the Final Capital Repayment2	Monday, 15 December
In respect of ZDP Shares held in certificated form, cheques in respect of the Final Capital Entitlement despatched to ZDP Shareholders entitled thereto2	Friday, 19 December
Admission of the ZDP Shares to the Official List and trading of the ZDP Shares on the London Stock Exchange's Main Market cancelled2	8.00 a.m. on Friday, 19 December

Notes:

¹        Or, if later, such time as the ZDP Shareholders' Meeting shall have concluded or been adjourned.

²        Conditional on the resolutions to be proposed at the Meetings being passed.

³        All times referred to in this announcement are, unless otherwise stated, references to London time.

Circular to Shareholders

The Company will post today a circular to Shareholders setting out full details of the Proposals and convening the ZDP Shareholders' Meeting and the General Meeting at which the requisite Shareholder approvals will be sought.  A copy of that circular will be submitted to the National Storage Mechanism later today and will be available for inspection at www.morningstar.co.uk/uk/nsm.  Copies of the circular will also be available for viewing at www.fandc.com/fandc-private-equity-trust/ and for collection from the Company's registered office at 80 George Street, Edinburgh EH2 3BU.

Enquiries

Hamish Mair (Fund Manager)/ Gordon Hay Smith (Company Secretary)

F&C Investment Business Limited

T: 0131 718 1184/ 0131 718 1018

Definitions

The following definitions apply throughout this announcement unless the context otherwise requires:

"Articles"	the articles of association of the Company
"Board"	the board of Directors, including any duly constituted committee thereof
"Company"	F&C Private Equity Zeros plc
"Directors"	the directors of the Company
"F&C PET"	F&C Private Equity Trust plc
"Final Capital Entitlement"	152.14p per ZDP Share payable to ZDP Shareholders on 15 December 2014
"General Meeting"	the general meeting of the Company convened for Friday, 12 December 2014 at 12.01 p.m. (or, if later, such time as the ZDP Shareholders' Meeting shall have concluded or been adjourned)
"Liquidators"	Derek Neil Hyslop and Colin Peter Dempster, both of Ernst & Young LLP, Ten George Street, Edinburgh EH2 2DZ
"London Stock Exchange"	London Stock Exchange plc
"London Stock Exchange's Main Market" or "Main Market"	the London Stock Exchange's market for listed securities
"Meetings"	the ZDP Shareholders' Meeting and/or the General Meeting (as the context may require)
"Official List"	the list maintained by the Financial Conduct Authority pursuant to Part VI of the Financial Services and Markets Act 2000
"Ordinary Shareholders"	holders of Ordinary Shares
"Ordinary Shares"	ordinary shares of 100p each in the capital of the Company
"Proposals"	the proposals for the recommended members' voluntary winding-up of the Company and payment of the Final Capital Entitlement to ZDP Shareholders on 15 December 2014, details of which are set out in this announcement
"Shareholders"	holders of Shares
"Shares"	Ordinary Shares and/or ZDP Shares (as the context may require)
"Winding-up Resolution"	the resolution to place the Company into members' voluntary liquidation and appoint the Liquidators to be proposed at the General Meeting
"ZDP Shareholders"	holders of ZDP Shares
"ZDP Shareholders' Meeting"	the separate general meeting of ZDP Shareholders convened for Friday, 12 December 2014 at 12 noon
"ZDP Shares"	zero dividend preference shares of 0.01p each in the capital of the Company

 

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