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Equity Ptnrshp InvCo (EQPI)

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Monday 18 July, 2011

Equity Ptnrshp InvCo

Notice of EGM

RNS Number : 6078K
Equity Partnership Inv Co PLC
18 July 2011
 



THE EQUITY PARTNERSHIP INVESTMENT COMPANY PLC

("EPIC" or the "Company") 

 

NOTICE OF EGM

 

 

The Board announces that a circular will be posted today convening an extraordinary general meeting of the Company, which is to be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP at 10.15 a.m. on 10 August 2011.

 

The purpose of the Circular is to seek authority that the Company be wound up voluntarily, joint liquidators be appointed, their remuneration be calculated and the Company's records and books be held to their order.

 

The text of the Chairman's letter is set out below. A copy of the Circular will be submitted to the National Storage Mechanism and will thereafter be available for inspection at www.Hemscott.com/nsm.do. Definitions used in the Circular shall have the same meanings when used in this announcement unless the context otherwise requires.

 

Enquiries:

 

The Equity Partnership Investment Company PLC

Philip Scales

Tel. 01624 681 250

 

Numis Securities

Nathan Brown

Tel. 020 7260 1426

 

 

To Capital Shareholders of The Equity Partnership Investment Company plc, Ordinary Shareholders and ZDP Shareholders of EPIC Securities plc("ES")  and, for information only, to Income Shareholders of The Equity Partnership Investment Company plc

 

Proposals to wind up ES and EPIC

 

Introduction

It was announced today that the EPIC Board intends to put to Capital Shareholders proposals for the solvent winding-up of EPIC and that the ES Board intends to put to Ordinary shareholders and ZDP Shareholders proposals for the solvent winding-up of ES, in each case upon the expiry of the respective company's scheduled life on 31 July 2011.

 

This Circular sets out the background to and details of the Proposals and the actions which are required for their implementation and convenes an extraordinary general meeting for each of ES and EPIC to approve the Proposals. The purpose of this Circular is also to explain why each of the ES Board and the EPIC Board is recommending that you vote in favour of the Proposals. Further details of the meetings and action to be taken are set out on pages 10 and 11 of this Circular.

 

The winding-up of EPIC requires the approval of the Capital Shareholders pursuant to EPIC's Articles of Association and Manx law. In accordance with ES's Articles of Association and Manx law, the winding-up of ES requires the approval of the Ordinary Shareholders and the ZDP Shareholders.

 

Background to the Proposals

EPIC was launched on 17 August 2001 with a planned life to 31 July 2011 whilst ES was incorporated on 10 February 2006 with a fixed life to 31 July 2011. At the 2008 AGM of EPIC, a resolution that EPIC should not continue as an investment company beyond 31 July 2011 was approved by the Capital Shareholders (the "2008 Resolution").

 

In line with the 2008 Resolution and in accordance with EPIC's Articles of Association, EPIC is seeking approval from the Capital Shareholders to pursue a liquidation of EPIC and, pursuant to ES's Articles of Association, ES is seeking approval from the Ordinary Shareholders and ZDP Shareholders to pursue a liquidation of ES, in each case in order to facilitate the distribution of the relevant company's assets and to ensure the settlement of its affairs in an efficient and orderly manner. The purpose of this Circular is to provide details of the following proposals (the "Proposals"):

 

(a) placing ES and EPIC, as relevant, into solvent liquidation from the passing of the relevant Resolution;

(b) the appointment of Guy Hollander and Michael Wellard of Mazars LLP as joint liquidators (the "Joint Liquidators") of EPIC and ES; and

(c) the entitlements of the ZDP Shareholders, Ordinary Shareholders, Income Shareholders and Capital Shareholders.

 

The Proposals are to be considered by Ordinary Shareholders and ZDP Shareholders at an extraordinary general meeting of ES to be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP at 10 a.m. on 10 August 2011 (the "ES EGM"). However, if the Redemption occurs prior to the ES EGM then the Proposals will only be considered by the Ordinary Shareholders at the ES EGM. Pursuant to Article 5.1 of ES's Articles of Association, those ES Shareholders voting in favour of the resolution to be proposed at the ES EGM (the "ES Resolution") shall, on a poll, have such number of votes in respect of each share held by them as would result in the aggregate number of votes cast in favour of the ES Resolution being four times the aggregate number of votes cast against the ES Resolution. Each ES Shareholder present in person or by proxy and entitled to vote and who votes against the ES Resolution shall on a poll have one vote for each share held.

 

The Proposals are also to be considered by Capital Shareholders at an extraordinary general meeting of EPIC to be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP at 10.15 a.m. (or as soon thereafter as the ES EGM has been concluded or adjourned) on 10 August 2011 (the "EPIC EGM"). Pursuant to Article 5.3 of EPIC's Articles of Association, the Capital Shareholders are obliged to vote in favour of the resolution to be proposed at the EPIC EGM (the "EPIC Resolution") to implement the Proposals.

 

Upon approval of the Proposals, ES and EPIC will be placed into solvent liquidation and the surplus assets of each company, after settlement of all liabilities to creditors, will be distributed to its shareholders in accordance with their respective entitlements.

 

Details of the Proposals

1. Liquidation of ES and EPIC

In accordance with their respective Articles of Association and relevant legislation in the Isle of Man, approval of the Capital Shareholders in respect of EPIC, and approval of the Ordinary Shareholders and ZDP Shareholders in respect of ES, is sought for the appointment of Guy Hollander and Michael Wellard of Mazars LLP to act as the Joint Liquidators of ES and EPIC respectively in a members' voluntary liquidation. 

 

Before the liquidation process can commence, each of the EPIC Board and ES Board must make a statutory declaration to the effect that the relevant company is solvent. The decision to put the company into liquidation must be approved by at least 75 per cent. of the votes cast by the Capital Shareholders in respect of EPIC and at least 75 per cent. of the votes cast by the Ordinary Shareholders and ZDP Shareholders in respect of ES, in each case present at a general meeting as set out in this Circular. However, if the Redemption occurs prior to the ES EGM, as envisaged, then the decision to put ES into liquidation will need to be approved by at least 75 per cent. of the votes cast by only the Ordinary Shareholders.

 

The proposed Joint Liquidators currently expect the liquidation of ES and EPIC to take approximately six months. On conclusion of the winding up, the Joint Liquidators will call a general meeting of each of ES and EPIC to present their accounts of the winding up. ES and EPIC will cease to exist after a short interval following their respective final meetings.

 

The Capital Shareholders, Ordinary Shareholders and ZDP Shareholders are asked to approve that the fees of the Joint Liquidators will be calculated by reference to the hours worked. Such fees are expected to be in the region of £20,000. The Joint Liquidators may appoint legal and other professional advisers as required in connection with the liquidation with any expenses incurred to be borne by ES and EPIC.

 

EPIC, the sole owner of the Ordinary Shares, will be exercising its voting rights in Ordinary Shares in favour of the proposal for the solvent liquidation of ES.

 

2. Entitlement of Shareholders

EPIC's investment portfolio has been managed with a view to ensuring that the ZDP Shareholders will be repaid their final capital entitlement as of 31 July 2011 and the Income Shareholders will be repaid their final capital and dividend entitlement as of 31 July 2011 and so as to provide the Capital Shareholders with cash and/or in specie return shortly after 31 July 2011.

 

Entitlement of ES Shareholders

In accordance with Article 10 of ES's Articles of Association, the ES Board envisages that ES will redeem the Zero Dividend Preference Shares as of 31 July 2011 (the "Redemption"). Upon Redemption the ZDP Shareholders will be paid the redemption price due under ES's Articles of Association being an amount equal to 139.3 pence per Zero Dividend Preference Share.

 

It is expected that payments in respect of the Redemption will be made to the ZDP Shareholders in the week commencing on 1 August 2011. Payment in respect of the Redemption will be made through the CREST system for those ZDP Shareholders who hold their Zero Dividend Preference Shares in CREST. All other ZDP Shareholders holding certificates for their Zero Dividend Preference Shares are requested to deliver such certificates to ES's registrars at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP on or prior to 29 July 2011. Cheques will be sent to such ZDP Shareholders in respect of the Redemption upon receipt of the certificates for their Zero Dividend Preference Shares.

 

Under the Articles of Association of ES, on a winding up:

(a) first, a payment must be made to ZDP Shareholders of an amount equal to 139.3 pence per Zero Dividend Preference Share; and

(b) second, a payment must be made to Ordinary Shareholders of any balance then remaining in proportion to the number of Ordinary Shares held. All the Ordinary Shares are owned by EPIC.

 

If Redemption is not effected as set out above, the ES Board expects that, on liquidation, the final entitlements of the ZDP Shareholders will be covered fully by cash so that each ZDP Shareholder will receive 139.3 pence per Zero Dividend Preference Share. There is expected to be no entitlement for Ordinary Shares.

 

Entitlements of shareholders of EPIC

Under EPIC's Articles of Association, on a winding up:

(a) first, there will be paid to the Income Shareholders an amount equal to the issue price of

Income Shares, being £1 per Income Share, together with an amount equal to the arrears or

deficiency of the dividends on those Income Shares whether declared or earned or not,

calculated to the date of liquidation; and

(b) second, there will be paid to the Capital Shareholders any balance then remaining in proportion to the number of Capital Shares held.

 

As at 8 July 2011 (the latest practicable date prior to the publication of this document), the estimated net asset value of EPIC (after deducting expected costs of the Proposals) was approximately £14.9 million (£10 million of which is comprised of the Convertible Loan Notes) and EPIC had negative revenue reserves of £24.5 million. Based on this net asset value, the EPIC Board estimates that, on the date of liquidation, the final entitlements of the Income Shares will be covered fully by cash at 31 July 2011 so that each Income Shareholder will receive 100 pence per Income Share.

 

The EPIC Board estimates that following satisfaction of the entitlements of the Income Shareholders, the remaining cash (less costs and expenses of liquidation), the Distribution Shares and the Convertible Loan Notes currently held by EPIC will be available for distribution to the Capital Shareholders on the date of liquidation. As described further in the circular distributed to EPIC's shareholders on 1 July 2011, EPIC has sought approval to put in place a mechanism whereby all of the Distribution Shares and the Convertible Loan Notes (together the "Remaining ESO Securities") will be distributed pro rata (subject to certain limited exceptions - see the paragraph headed "Overseas shareholders" below) to holders of Capital Shares soon after the end of July 2011 (the "Distribution in Specie"). Specifically, it is estimated that a total of 6,193,097 ESO Shares and 10,000,000 Convertible Loan Notes will fall to be distributed to Capital Shareholders. At the date of this Circular there are 40,304,312 Capital Shares in issue which would give rise to an entitlement to approximately 0.154 ESO Shares and 0.248 Convertible Loan Notes and an estimated 3 pence in cash for every Capital Share. It is noted that these entitlements are calculated on the assumption that the Distribution in Specie resolution proposed at the July EGM will be approved by the Capital Shareholders.

 

If the Capital Shareholders do not approve the resolution relating to the Distribution in Specie at the July EGM then the Joint Liquidators will need to dispose of the Remaining ESO Securities in order to realise cash for distribution to the Capital Shareholders. The EPIC Board is unable to estimate the timing for, or resulting net proceeds likely from, the disposal of the Convertible Loan Notes by the Joint Liquidators as they comprise interests that are unquoted and therefore not freely marketable.  Additionally, even though the Distribution Shares are admitted to trading on the AIM Market of the LSE, given that they form a significant proportion of the issued share capital of ESO, the EPIC Board is unable to estimate the value to be realised from their sale if they are sold in a short period of time by the Joint Liquidators.

 

The Board is hopeful that EPIC's other remaining assets will have been sold before the end of July 2011 although there can be no guarantee at this time. Other investments not sold at the time of the liquidation of EPIC will be realised by the Joint Liquidators when suitable opportunities arise and the resulting net proceeds will be distributed when available. The EPIC Board's intention is therefore that the distribution will comprise a combination of cash, Distribution Shares and Convertible Loan Notes to Capital Shareholders in specie proportional to their holding of Capital Shares.

 

Payment of entitlements

It is expected that if the Zero Dividend Preference Shares are not redeemed prior to liquidation, then a distribution equal to 139.3 pence per Zero Dividend Preference Share (the full entitlement attributable to each Zero Dividend Preference Share) will be made to the ZDP Shareholders in the week commencing 15 August 2011. A distribution equal to 100 pence per Income Share (the full entitlement attributable to the Income Shares) is expected to be made to Income Shareholders in the week commencing 15 August 2011 and that an initial interim distribution is expected to be made to Capital Shareholders in the week commencing 15 August 2011. In each case, the actual date for payment of the distributions will be determined by the Joint Liquidators. The Joint Liquidators will retain sufficient funds in the liquidation (i) to meet the estimated current and future, actual and contingent, liabilities of EPIC or ES (as relevant), including the costs and expenses of liquidation (in aggregate not expected to exceed £190,000) and (ii) a retention to meet any unknown and unascertained liabilities of ES and EPIC.

 

Any surplus remaining after the settlement of all liabilities of ES and EPIC will be distributed to

Capital Shareholders and Ordinary Shareholders respectively in one or more further distributions. The final distribution, if any, will not be made until the Joint Liquidators have completed their statutory duties to seek out, adjudicate and pay creditors' claims.

 

Cheques will be sent to shareholders in respect of distributions. Shareholders who hold their shares in CREST will receive their first distribution only through the CREST system. If any shareholder's entitlement on a distribution is less than £5, such amount will not be distributed to such shareholder but instead will be donated to a charity to be selected by the Joint Liquidators.

 

3. Assumptions

The illustrative entitlements referred to above are based on the gross assets of ES and EPIC as of 8 July 2011 of £59.5 million (£10 million of which are comprised of the Convertible Loan Notes) and the assumptions that the aggregate costs of the Proposals including the costs of winding up ES and EPIC are approximately £190,000 (including VAT) and that the Joint Liquidators will retain an amount to meet unknown and unascertained liabilities of ES and EPIC.

 

Additionally, Capital Shareholders' entitlements to cash, the Distribution Shares and Convertible Loan Notes have been calculated on the assumption that the Capital Shareholders will approve the Distribution in Specie at the July EGM.

 

The amounts which may be available for distribution to shareholders upon the liquidation of EPIC and ES are illustrative amounts only based on the assumptions set out above. The actual amounts distributed may vary significantly from those amounts if, for instance, the assumptions turn out to be incorrect, or, unforeseen liabilities come to light or the Joint Liquidators retain assets to cover unforeseen or contingent liabilities in excess of the amount and/or for longer than indicated above.

 

Stock exchange dealings

The last day for dealings in (a) the Capital Shares and Income Shares; and (b) the Zero Dividend Preference Shares on the LSE on a normal three day settlement basis will be (a) 4 August 2011; and (b) 26 July 2011, respectively. After these dates, dealings in the respective shares should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Registrar by close of business on (a) 9 August 2011; and (b) 29 July 2011, respectively. Transfers received after that time will be returned to the person lodging them.

 

Application will be made to the UKLA for suspension of listing of the Capital Shares, Income Shares and Zero Dividend Preference Shares on the Official List of the UKLA and application will be made to the LSE for suspension in trading in the Zero Dividend Preference Shares as from 7.30 a.m. on 1 August 2011 and in the Capital Shares and Income Shares as from 7.30 a.m. on 10 August 2011. The registers of members of ES and EPIC will be closed at 5 p.m. on 10 August 2011 and the Capital Shares, Income Shares and Zero Dividend Preference Shares will be disabled in CREST at start of business on 11 August 2011.

 

Application for the listing and trading of all the classes of shares to be cancelled will be made following the passing of the Resolutions, including warrants to subscribe for Capital Shares which lapsed in 2007 but whose admission to listing and trading has not been formally cancelled.  Such cancellation is expected to take effect on 11 August 2011.

 

After liquidation of ES and EPIC and making the final distribution to shareholders, existing certificates in respect of any of their shares in issue will cease to be of value and any existing credit of such shares in any stock account in CREST will be redundant.

 

Investment Adviser

EPIC's investment management agreement with the Investment Manager will terminate on 31 July 2011 without compensation.

 

Registrar

The Registrar will be retained by ES and EPIC in the liquidation period.

 

Joint Liquidators' liability

Nothing in these Proposals shall impose any personal liability on the Joint Liquidators.

Overseas shareholders

Any person resident outside of the United Kingdom who is to receive his or her entitlement to the Distribution Shares and/or Convertible Loan Notes pursuant to the Distribution in Specie will be required to satisfy himself or herself as to full observance of the laws of the relevant territory in connection therewith, including obtaining any requisite government or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territory. In addition, the Joint Liquidators will not distribute Distribution Shares and/or Convertible Loan Notes to any person resident outside of the United Kingdom where it has received legal advice that such distribution would violate any legal prohibition or would necessitate registration, filing or other steps that the Joint Liquidators consider to be unduly onerous.  To the extent lawful and commercially feasible, the Joint Liquidators will sell any Distribution Shares and/or Convertible Loan Notes that are not distributed to such Capital Shareholders for their benefit.

 

Trading Distribution Shares and Convertible Loan Notes

The Distribution Shares are admitted to trading on AIM and PLUS.

 

In accordance with the terms of issue of the Convertible Loan Notes, application has been made for their admission to trading on PLUS. Eligibility for admission of the Convertible Loan Notes has been confirmed subject to completion of the formal application process. EPIC will make an announcement once trading on PLUS has commenced, which is expected to be effective on 29 July 2011.

 

Extraordinary general meetings

In order for the solvent liquidation to qualify as a members' voluntary liquidation, each of ES and EPIC must pass a special resolution that the relevant company be placed into members' voluntary liquidation at an extraordinary general meeting of the Capital Shareholders in respect of EPIC and at an extraordinary general meeting of the Ordinary Shareholders and ZDP Shareholders in respect of ES. Moreover, each of the directors of ES and EPIC must make a statutory declaration of solvency stating that, having made a full investigation into the relevant company's affairs, they believe that the relevant company will be able pay its debts in full within a specified period from the passing of the Resolution (the "Statutory Declaration of Solvency"). The Statutory Declaration of Solvency in respect of ES was made by the Directors on 12 July 2011 and the Statutory Declaration of Solvency in respect of EPIC was made by the Directors on 12 July 2011.

 

1. ES EGM

The ES EGM has been convened for the purpose of seeking Ordinary Shareholder and ZDP

Shareholder approval for the Proposals. However, if the Redemption occurs prior to the ES EGM, as envisaged, then the ZDP Shareholders will not be entitled to vote at the ES EGM on the Proposals. The notice convening the ES EGM, to be held at 10 a.m. on 10 August 2011 at IOMA House, Hope Street, Douglas, Isle of Man, is set out at the end of this Circular.

 

At the ES EGM, it is intended that the following will be proposed as a special resolution for the

approval of Ordinary Shareholders and ZDP Shareholders:

 

(a) that ES be wound up voluntarily;

(b) Guy Hollander and Michael Wellard of Mazars LLP be appointed as Joint Liquidators for the purposes of winding up ES's affairs and that any act required or authorised under any

enactment or resolution of ES or ES's Articles of Association to be done by them, may be done by them jointly or by each of them alone;

(c) the remuneration of the Joint Liquidators be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-up and they be authorised to draw such remuneration monthly or at such longer intervals as they determine; and

(d) ES's records and books be held to the order of the Joint Liquidators until the expiry of

12 months after the date of dissolution of ES. 

 

In order for a special resolution to be passed, the support of 75 per cent. of the votes of the Ordinary Shares and Zero Dividend Preference Shares exercised in person or by proxy is required. However, if the Redemption occurs prior to the ES EGM, as envisaged, then the decision to put ES into liquidation will need to be approved by at least 75 per cent. of the votes cast by only the Ordinary Shareholders.  Pursuant to Article 5.1 of ES's Articles of Association, those ES Shareholders voting in favour of the ES Resolution shall, on a poll, have such number of votes in respect of each share held by them as would result in the aggregate number of votes cast in favour of the ES Resolution being four times the aggregate number of votes cast against the ES Resolution. Each ES Shareholder present in person or by proxy and entitled to vote and who votes against the ES Resolution shall on a poll have one vote for each share held.

 

The quorum for the ES EGM is two persons entitled to attend and to vote on the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation which is a member. Holders of Ordinary Shares and Zero Dividend Preference Shares will be entitled to vote on the resolution to be proposed at the ES EGM. However, if the Redemption occurs prior to the ES EGM, as envisaged, then the ZDP Shareholders will not be entitled to vote at the ES EGM on the ES Resolution.

 

2. EPIC EGM

At the EPIC EGM, it is intended that the following will be proposed as a special resolution for Capital Shareholders' approval:

(a) that EPIC be wound up voluntarily;

(b) Guy Hollander and Michael Wellard of Mazars LLP be appointed as Joint Liquidators for the purposes of winding up EPIC's affairs and that any act required or authorised under any

enactment or resolution of EPIC or EPIC's Articles of Association to be done by them, may be

done by them jointly or by each of them alone;

(c) the remuneration of the Joint Liquidators be fixed by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-up and they be authorised to draw such remuneration monthly or at such longer intervals as they determine; and

(d) EPIC's records and books be held to the order of the Joint Liquidators until the expiry of

12 months after the date of dissolution of EPIC.

 

In order for a special resolution to be passed, the support of 75 per cent. of the votes of the Capital Shares exercised in person or by proxy is required.

 

The quorum for the EPIC EGM is two persons entitled to attend and to vote on the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation which is a member. Only holders of Capital Shares will be entitled to vote on the resolution to be proposed at the EGM.

 

Action to be taken

ES Shareholders will find enclosed a form of proxy for use at the ES EGM. Whether or not

ES Shareholders propose to attend the ES EGM, they are requested to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible, and in any event, so as to be received by not later than 48 hours before the meeting is held. The completion and return of the proxy form will not prevent the ES Shareholders from attending and voting in person at the ES EGM, should they so wish. It is noted that pursuant to Article 5.1 of ES's Articles of Association, those ES Shareholders voting in favour of the ES Resolution shall, on a poll, have such number of votes in respect of each share held by them as would result in the aggregate number of votes cast in favour of the ES Resolution being four times the aggregate number of votes cast against the ES Resolution. Each ES Shareholder present in person or by proxy and entitled to vote and who votes against the ES Resolution shall on a poll have one vote for each share held. However, if the Redemption occurs prior to the ES EGM then the Proposals will only be considered by the Ordinary Shareholders at the

ES EGM.

 

Capital Shareholders will find enclosed a form of proxy for use at the EPIC EGM. Whether or not Capital Shareholders propose to attend the EPIC EGM, they are requested to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible, and in any event, so as to be received by not later than 48 hours before the meeting is held. The completion and return of the proxy form will not prevent Capital Shareholders from attending and voting in person at the EPIC EGM, should they so wish. The Capital Shareholders should note that pursuant to Article 5.3 of EPIC's Articles of Association, the Capital Shareholders are obliged to exercise their voting rights in favour of the Proposals. Any purported exercise of a vote against the Proposals must therefore be disregarded by EPIC.

 

Recommendation

In the ES Board's opinion, the Proposals are in the best interests of the ES Shareholders as a whole.  Accordingly, the directors of ES unanimously recommend that holders of Ordinary Shares and Zero Dividend Preference Shares vote in favour of the ES Resolution to be proposed at the ES EGM.

 

In the EPIC Board's opinion, the Proposals are in the best interests of the Capital Shareholders as a whole.  Accordingly, the directors of EPIC unanimously recommend that holders of Capital Shares vote in favour of the EPIC Resolution to be proposed at the EGM.

 

Yours faithfully

 

Cameron McPhail

Chairman

 

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

EGM of EPIC to consider proposal for

Distribution in Specie                                                     11 a.m. on 25 July 2011

 

Redemption of Zero Dividend Preference Shares   as of 31 July 2011

 

Suspension of listing and trading of Zero Dividend

Preference Shares                                                         7.30 a.m. on 1 August 2011

 

Latest time and date for receipt of Forms of Proxy

in respect of ES EGM                                                    10 a.m. on 8 August 2011

 

Latest time and date for receipt of Forms of Proxy

in respect of EPIC EGM                                                 10.15 a.m. on 8 August 2011

 

Suspension of listing and trading of Capital Shares

and Income Shares                                                        7.30 a.m. on 10 August 2011

 

Extraordinary General Meeting of ES                               10 a.m. on 10 August 2011

 

Extraordinary General Meeting of EPIC                            10.15 a.m. on 10 August 2011 (or as soon thereafter as the ES EGM has been concluded or adjourned)

 

Cancellation of listing and trading of Capital

Shares, Income Shares, Zero Dividend Preference

Shares and warrants to subscribe for Capital Shares         11 August 2011

 

Payment to ZDP Shareholders                                        Week commencing 1 August 2011

 

Payment to Income Shareholders                                    Week commencing 15 August 2011

 

Initial interim distribution to Capital Shareholders Week commencing 15 August 2011

 

Each of the times and dates above (other than those relating to the holding of meetings) may be extended or brought forward without further notice. Any material changes to the above times and/or dates will be notified to a regulatory information service.

 

 


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