SCOTGEMS |
ScotGems plc LEI Number: 549300GQHCPU9P1NYM13 18 August 2022 | ||
| Publication of Circular Further to the announcement of 1 July 2022, the Board of ScotGems plc (the "Company") announces that the Company will shortly publish a circular (the "Circular") to the Company's shareholders ("Shareholders") setting out recommended proposals for a members' voluntary liquidation of the Company (the "Proposals"). If the Proposals become effective they will, subject to the terms and conditions set out in the Circular, provide all Shareholders with a full cash exit less costs. | ||
| Background to the Proposals | ||
| On 9 March 2022 the Board of the Company announced that it had received notice to terminate the alternative investment fund management agreement dated 2 June 2017 (the "AIFM Agreement") from First Sentier Investors (UK) Funds Limited, the Company's AIFM (the "AIFM"). The termination of the AIFM Agreement is subject to a six month notice period and the investment management agreement among the Company, the AIFM and First Sentier Investors International IM Limited (the "Investment Manager") will terminate automatically at the same time as the AIFM Agreement. | ||
| In the light of this development, the Board carefully considered the options for the future of the Company including the review of a number of proposals made to the Board and consultation with the Company's largest Shareholders. Throughout this process the Board took into account the size of the Company, the discount at which the Company's shares (the "Shares") trade relative to net asset value and the limited liquidity in the Shares. | ||
| The Board wanted to ensure that all Shareholders had an opportunity to consider the Company's future. Accordingly, it was announced on 12 May 2022 that the Company would convene a general meeting for Shareholders to vote on the continuation of the Company and that the Board, following further consideration of the Company's options (including a straightforward winding up), would give its recommendation on the future of the Company prior to the continuation vote. | ||
| As announced on 1 July 2022, following further consultation with major Shareholders and the Company's advisers, the Board has determined that it would be in the best interests of the Company and Shareholders as a whole to put forward formal proposals to Shareholders for a members' voluntary liquidation of the Company. Accordingly, the Board is proposing that the Company be wound up such that Shareholders are provided with a full cash exit less costs. | ||
| Update on Portfolio Realisation | ||
| As set out in the announcements of 1 and 13 July 2022, the Board has instructed the Investment Manager to realise the Company's investment portfolio (the "Portfolio") in an orderly manner. As at 17 August 2022 (being the latest practicable date prior to the publication of this announcement) the Investment Manager has realised approximately 97.51 per cent. of the Portfolio, with the vast majority of the proceeds of these sales being held in Sterling, and expects to have realised approximately 98.35 per cent. of the Portfolio by the date of the General Meeting. | ||
| Given the progress made to date in realising the Portfolio, the Board believes that it is now appropriate to move forward with the Proposals. | ||
| The Proposals | ||
| The Board is proposing that the Company be placed into members’ voluntary liquidation, which requires the approval of Shareholders at a General Meeting that will be convened pursuant to the Notice of General Meeting set out at the end of the Circular. | ||
| The General Meeting will be held on 8 September 2022 at 11.30 a.m. | ||
| The resolution to be considered at the General Meeting relates, first, to the approval of the Company being wound up voluntarily and the appointment of the Liquidators for the purpose of the winding up. It grants the Liquidators authority to make distributions in cash to the Shareholders (after payment of the Company’s liabilities and after deducting the costs of implementation of the Company’s winding up) in proportion to their holdings of Shares in accordance with the provisions of the Articles. It also grants the Liquidators authority to exercise certain powers laid down in the Insolvency Act 1986 and determines the remuneration of the Liquidators by reference to the time spent attending to matters. | ||
| If appointed, the Liquidators will, with effect from 8 September 2022, assume responsibility for the winding up of the Company, including the realisation of the remaining assets of the Company; the payment of fees, costs and expenses; the discharging of the liabilities of the Company; and the distribution of its surplus assets to Shareholders. Distributions to Shareholders | ||
| The Liquidators will distribute the proceeds of the realisation of the Portfolio to Shareholders after the Company’s outstanding liabilities and the costs of implementing the Proposals, including the Liquidators’ fees, have been met. Cash held by the Company will be distributed amongst Shareholders, as set out below, through one or more distributions in accordance with the provisions of the Articles. Assuming the Resolution is passed, the Liquidators expect to make an initial distribution of the cash proceeds of the liquidation of the Portfolio, less the costs of the Proposals and the amount attributable to the Liquidation Fund, by 23 September 2022 (the "Initial Distribution"). | ||
| Once the Liquidators have realised the Company's assets, made the Initial Distribution, satisfied the claims of creditors of the Company and paid the costs and expenses of the liquidation, it is expected that the Liquidators will make a final distribution to Shareholders. This final distribution, if any, will be made solely at the discretion of the Liquidators. There can be no guarantee as to the value, if any, and/or timing of distribution(s) that may result from the realisation of the Company's remaining assets. Both of these factors depend, inter alia, on prevailing market conditions and legal restrictions. All Shareholders on the Register of Members at 6.00 p.m. on 7 September 2022 (who are not Sanctions Restricted Persons) will be entitled to the distribution(s) from the Liquidators, including the Initial Distribution. | ||
| As announced today, in order to comply with the Company's obligations in respect of its investment trust status for the period between 1 January 2022 and 8 September 2022, a pre-liquidation Interim Dividend of 3 pence per Share will also be to Shareholders prior to the General Meeting. | ||
| Expected Timetable | ||
| Notice of General Meeting | 18 August 2022 | |
| Ex-dividend date for the Interim Dividend | 25 August 2022 | |
| Record date for the Interim Dividend | 26 August 2022 | |
| Last day of dealing in the Shares through CREST on a normal rolling two day settlement basis | 5 September 2022 | |
| Deadline for receipt of Forms of Proxy | 11.30 a.m. on 6 September 2022 | |
| Payment date for the Interim Dividend | 7 September 2022 | |
| Close of Register and Record Date for participation in the members’ voluntary liquidation | 6.00 p.m. on 7 September 2022 | |
| Suspension of Shares from listing on the Of?cial List and from trading on the London Stock Exchange | 7.30 a.m. on 8 September 2022 | |
| General Meeting | 11.30 a.m. on 8 September 2022 | |
| Appointment of Liquidators | 8 September 2022 | |
| Expected date of cancellation of the listing of the Shares on the Of?cial List and of the trading of the Shares on the London Stock Exchange | 8.00 a.m. on 9 September 2022 | |
| First cash distribution to Shareholders* | by 23 September 2022 | |
| * Actual date to be determined by the Liquidators. The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be noti?ed to Shareholders by an announcement through a Regulatory Information Service. All references to times in this announcement are to London times. | ||
General | ||
| A copy of the Circular will be submitted to the Financial Conduct Authority and will be available for inspection at the National Storage Mechanism which is located at data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.scotgems.com. Dickson Minto W.S. is authorised and regulated by the Financial Conduct Authority. Dickson Minto W.S. will not be responsible to anyone other than the Company for providing protections afforded to clients of Dickson Minto W.S. or for affording advice in relation to the contents of this announcement, the Circular or any matters referred to therein or any other statement made or purported to be made by Dickson Minto W.S. or on its behalf in connection with the Company, the Proposals, the Resolution or the Shares. Accordingly, Dickson Minto W.S., to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability including any responsibilities or liabilities which may arise under FSMA or any regulatory regime established thereunder) whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement, the Circular or any other statement. | ||
| Enquiries Juniper Partners Limited (Secretary) 0131 378 0500 Douglas Armstrong Dickson Minto (Sponsor) 020 7649 6823 | ||
