Williams Grand Prix Holdings PLC : Shareholder circular and Notice of General Meeting - proposed return of value, recommended... (1137472)
28 September 2020 - 7:32PM
UK Regulatory
Williams Grand Prix Holdings PLC (0W4R)
Williams Grand Prix Holdings PLC : Shareholder circular and Notice of
General Meeting - proposed return of value, recommended members' voluntary
liquidation and delisting
28-Sep-2020 / 19:32 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY
TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE
REGULATION (EU) NO. 596/2014. With the publication of this announcement via
a Regulatory Information Service, this inside information is now considered
to be in the public domain.*
28 September 2020
*Williams Grand Prix Holdings PLC*
*('Williams', 'WGPH', or the 'Company')*
*Shareholder Circular and Notice of General Meeting - proposed return of
value, recommended members' voluntary liquidation and delisting*
The Board of Williams (ISIN DE000A1H6VM4) resolved today, following the
announcement of the sale of Williams Grand Prix Engineering Limited, the
Company's operating subsidiary, to BCE Limited, a fund managed by Dorilton
Capital Management LLC on 21 August 2020 (the '*Transaction*'), to propose a
return of value to shareholders (the '*Return of Value*') to be implemented
by way of the members' voluntary liquidation (the '*Members Voluntary
Liquidation*').
In order to comply with applicable companies legislation, the Return of
Value and the Members' Voluntary Liquidation require approval by the
shareholders at a general meeting of the Company (the '*General Meeting*')
and a circular (the '*Circular*') will be posted to shareholders shortly
convening a general meeting to be held at 2.00 p.m. on 27 October 2020.
Shareholders will be asked to consider and, if thought fit, pass the
resolutions required to implement the Return of Value and the Members'
Voluntary Liquidation at the General Meeting.
Following the Transaction and in light of the proposed Return of Value and
Members' Voluntary Liquidation, the board consider that it is no longer
appropriate for the Company to continue to be listed on the Frankfurt Stock
Exchange. Accordingly, the directors resolved today to notify Deutsche Börse
as operator of the Frankfurt Stock Exchange of the Company's intention to
cancel the Company's admission of the Ordinary Shares to trading on the
Frankfurt Stock Exchange _(Frankfurter Wertpapierbörse)_, such cancellation
to take place as soon as possible following adoption of the proposed
resolutions to implement the Return of Value and the Members' Voluntary
Liquidation at the General Meeting, but at the latest by 30 December 2020
(the '*Cancellation*').
If the Resolutions are passed to place the Company in Members' Voluntary
Liquidation, Sean Croston and Richard White (each being a qualified
insolvency practitioner) of Grant Thornton UK LLP will be appointed as joint
liquidators to the Company (the '*Liquidators*') on terms which have been
agreed by the Board. Upon the appointment of the Liquidators, all powers of
the Board will cease (except so far as the Shareholders or the Liquidators
sanction their continuance) and the Liquidators will be responsible for the
affairs of the Company until it is wound up. Following their appointment,
the Liquidators will assess the Company's financial position and, when they
are in a position to do so, intend to make an initial cash distribution of
approximately 95% of the Company's projected surplus assets to Shareholders
(in proportion to their holdings), subject to an assessment of the Company's
liabilities and tax position and reservation of funds to discharge the
liabilities of the Company. It is expected that the Liquidators will
distribute the initial Return of Value to shareholders in the week
commencing 23 November 2020.
On winding-up the Company, the assets of the Company available for
distribution are to be distributed _pro rata _amongst the holders of the
Ordinary Shares according to the amounts paid up or credited as paid up on
such Ordinary Shares.
In conclusion, the Board believes that it is in the best interests of the
Company and shareholders to approve the Proposals.
*General Meeting*
A notice convening the General Meeting to be held at the Williams Conference
Centre at Station Road, Grove, Oxfordshire OX12 0DQ at 2.00 p.m. on 27
October 2020 will be posted to shareholders today.
The Company has received irrevocable undertakings from each of Sir Frank
Williams and Brad Hollinger to vote in favour of the Resolutions at the
General Meeting in respect of, in aggregate, 6,547,963 Ordinary Shares
representing 65.48 per cent. of the existing issued ordinary share capital
of the Company.
*Timetable *
Posting and publication of the 28 September 2020
Circular and Notice of General
Meeting and notification of the
Cancellation provided to Deutsche
Börse
Latest time and date for receipt of 2.00 p.m. on 23 October
Forms of Proxy from Shareholders 2020
for the General Meeting
Record date for those Shareholders 2.00 p.m. on 23 October
on the Register entitled to attend 2020
and/or vote at the General Meeting
Close of Register and record date 6.30 p.m. on 26 October
for participation in the Members' 2020
Voluntary Liquidation
General Meeting 2.00 p.m. on 27 October
2020
Announcement of the results of the 27 October 2020
General Meeting
Appointment of the Liquidators 27 October 2020
Expected date of the Cancellation On or about 28 October
2020, but no later than 30
December 2020
Initial Return of Value to 23 November 2020*
Shareholders expected to be paid
week commencing
_The above future dates are indicative only and may be subject to change by
the Company, in which event details of the new times and dates will be
notified via a Regulatory Information Service. Certain of the events in the
above timetable are conditional upon, amongst other things, the approval of
the Resolutions at the General Meeting._
_Different deadlines and procedures may apply in certain cases. For example,
if you hold your Ordinary Shares through a nominee, that person may set an
earlier date for the satisfaction of any actions than the dates noted above.
_
_References to times in this document are to London time unless otherwise
stated._
_* Actual date to be determined by the Liquidators._
No mechanism to enable the Company's shares to be traded following
cancellation will be made available to shareholders and the Company's shares
will not be transferable once the Company enters liquidation without the
consent of the Liquidators.
For further information please contact the following:
*Williams Grand Prix Holdings plc* *Tel: +44 1235 777 842*
Tim Hunt
*- End of ad-hoc announcement -*
*Forward looking statements*
This announcement contains forward-looking statements that are subject to
assumptions, risks and uncertainties relating to the Return of Value and/or
the Members' Voluntary Liquidation. Forward-looking statements can be
identified typically by the use of forward-looking terminology such as
'believes', 'expects', 'may', 'will', 'could', 'should', 'intends',
'estimates', 'plans', 'assumes', 'predicts' or 'anticipates', as well as the
negatives of such words and other words of similar meaning in connection
with discussions of future operating or financial performance or of strategy
that involve risks and uncertainties.
The forward-looking statements in this announcement are made based upon the
Company's expectations and beliefs concerning future events affecting the
Company and therefore involve a number of known and unknown risks and
uncertainties. The forward-looking statements are not guarantees and actual
results could differ materially from those expressed or implied in these
forward-looking statements; therefore, undue reliance should not be placed
on such forward-looking statements.
You are cautioned not to place any undue reliance on the forward-looking
statements contained in this announcement which speak only as at the date of
this announcement. The Company does not undertake any obligation publicly to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise except as required by any applicable
laws and regulations.
Legal Entity Identifier: 213800AFJXFAVYBTE915
*END*
Contact:
Mark Biddle
General Counsel
Mark.Biddle@WilliamsF1.com
ISIN: DE000A1H6VM4
Category Code: MSCH
TIDM: 0W4R
LEI Code: 213800AFJXFAVYBTE915
OAM Categories: 2.2. Inside information
Sequence No.: 85024
EQS News ID: 1137472
End of Announcement EQS News Service
(END) Dow Jones Newswires
September 28, 2020 13:32 ET (17:32 GMT)
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