TIDMMCAU
RNS Number : 4090C
Speymill Macau Property Company PLC
30 April 2012
Announcement
Not for distribution in or into the United States, Canada,
Australia, South Africa or Japan
SPEYMILL MACAU PROPERTYCOMPANY PLC
30 April 2012
Proposed Tender Offer and Restructuring including Change of
Name
Introduction
The Board of Speymill Macau Property Company plc (the "Company")
announces that it is today posting to Shareholders a circular
("Circular") setting out proposals for:
-- a proposed Restructuring of the Company pursuant to which,
inter alia, the Company will vary its investment objective and
investing policy and will appoint Terra Partners Asset Management
Limited as its external investment manager;
-- a proposed Tender Offer pursuant to which the Company will
purchase Ordinary Shares in issue at a Tender Price of US$0.835 per
Ordinary Share;
-- a proposed amendment to the previously approved Directors' Incentive Plan; and
-- the proposed change of the Company's name to Terra Capital Plc.
The implementation of each element of the Proposals is subject
to the approval of Shareholders. Such approval will be sought at
the Extraordinary General Meeting ("EGM") which has been convened
for 1.00 p.m. on 24 May 2012 at the offices of Galileo Fund
Services Limited, Millennium House, 46 Athol Street, Douglas, Isle
of Man, IM1 1JB (notice of which is set out in the Circular).
Background to and reasons for the Tender Offer and
Restructuring
The proposed Tender Offer
Following the completion of the sale of the Company's last real
estate asset in Macau, the AIA Tower, the Company now has cash
available to fund a cash exit for those Shareholders who so elect,
on the terms of the Tender Offer described below.
The Directors have determined that the most efficient manner to
return cash to Shareholders is by way of the conditional Tender
Offer to be proposed to Shareholders at an EGM. Under the terms of
the proposed Tender Offer, which is conditional inter alia upon the
passing of the Resolutions to be proposed at the EGM, Shareholders
will have the opportunity to tender all their Ordinary Shares (or
any lesser number of Ordinary Shares) for repurchase by the
Company. The price payable in cash by the Company for Ordinary
Shares validly tendered under the Tender Offer will be US$0.835 per
Share, which represents a discount of 2 per cent. to the sum of the
audited Net Asset Value per Share as at 31 December 2011 once the
US$0.30 already distributed to Shareholders is taken into account.
It should be noted that the audited Net Asset Value as so stated,
and following discussion with the Company's auditors, reflects
provisions for certain contingent liabilities which have been
provided for on a prudent basis. These provisions amount, in
aggregate, to approximately US$450,000 or US$0.004 per Share.
Insofar as the contingent liabilities reflected by these provisions
do not crystallise, any incremental impact upon the Net Asset Value
will accrue to the benefit of the Shareholders at the relevant time
and no further consideration will be paid under the Tender
Offer.
The Ordinary Shares purchased by the Company under the Tender
Offer will be held in treasury (to the extent permissible under
Isle of Man law) or cancelled at the discretion of the Directors.
The Tender Offer, if implemented, will be open to Shareholders on
the Register at 5.30 p.m. on 28 May 2012.
Under the Tender Offer, if implemented, Shareholders will be
entitled to sell any amount up to 100 per cent. of their
shareholdings. They may tender to sell less than this number. If a
Shareholder tenders all or part of his or her Shareholding, such
tender will, subject to the terms and conditions of the Tender
Offer, be satisfied in full.
The Tender Offer and Restructuring are conditional upon, inter
alia, the Company receiving tenders in respect of no more than 60
per cent. of the issued Ordinary Share capital of the Company. If
the Company receives tenders in excess of 60 per cent. of the
issued Ordinary Share capital of the Company, neither the Tender
Offer nor the Restructuring shall proceed and the Company shall put
proposals for the winding up of the Company to Shareholders for
their approval. In any event, under the AIM Rules, the Ordinary
Shares would be suspended from trading on AIM if the Company does
not implement a new investing policy by 1 February 2013.
Full details of the Tender Offer, including the terms and
conditions on which it is being made and the procedure for
tendering shares, whether held in certificated or uncertificated
form (that is, in CREST), are set out in Part 5 of the Circular
and, for Shareholders who hold their Shares in certificated form,
in the Tender Form which is also being sent to such
Shareholders.
The Restructuring
Following discussions with a number of Shareholders it has
become apparent to the Directors that a majority of Shareholders by
value would like to maintain their investment in the Company and
would favour the continuation of the life of the Company following
the adoption of the proposed new investment objective and investing
policy. This restructuring of the Company would be undertaken in
conjunction with the appointment of an external investment manager,
being Terra Partners Asset Management, a company owned by Howard
Golden, Fillip Montfort and Yarden Mariuma, three of the four
existing Directors.
All elements of the proposed Restructuring will be subject to
Shareholder approval at the EGM and any Shareholders who do not
wish to retain their investment in the Company post the
Restructuring (if implemented) will, subject to the passing of the
Resolutions at the EGM, be able to realise their investment in the
Company completely through the Tender Offer.
The Company has received indications from Shareholders in
respect of more than 92 million Ordinary Shares (representing more
than 85 per cent. of the issued share capital) that they currently
intend to vote in favour of all the Resolutions to be proposed at
the EGM. The Company has also received indications from
Shareholders in respect of, in aggregate, approximately 68.3
million Ordinary Shares (representing approximately 63 per cent. of
the issued share capital) that they currently do not intend to
participate in the Tender Offer.
Amendment to the Directors' Incentive Plan
At the extraordinary general meeting of the Company held on 19
November 2010, Shareholders approved the adoption of the Directors'
Incentive Plan. Under the Directors' Incentive Plan the Directors
are entitled to receive a fee equal to 0.6 per cent. of any future
"Distributions" made by the Company during its life, payable at the
time of such Distribution. "Distribution" was defined widely to
include share buy backs, all forms of return of capital and
distributions in specie. The fee in respect of the US$0.30
previously distributed to Shareholders has already been paid.
The intention of the Directors' Incentive Plan was to
incentivise the Board to realise the Company's assets remaining at
that time, of which the largest was the AIA Tower, thus aligning
the Board's interests with the interests of Shareholders. At the
time it was adopted, it was envisaged that the Company would be
wound up once the last assets were sold, and accordingly the
entitlement to fees under the Directors' Incentive Plan was to be
triggered by the distribution to Shareholders of the net
realisation proceeds. If the proposal to extend the Company's life
and adopt a new investing policy is approved by Shareholders at the
Extraordinary General Meeting, it is therefore proposed that the
fees payable to the Directors under the Directors' Incentive Plan
will be paid by reference to the total amount of cash being made
available to Shareholders under the Tender Offer, being US$89.5
million, regardless of the extent to which Shareholders elect to
receive that cash.
It is the intention of Messrs Golden, Mariuma and Montfort to
invest an amount equal to the money they will receive under the
Directors' Incentive Plan, as amended, to acquire further Ordinary
Shares.
This consequential amendment is being made subject to the
approval of Shareholders in a separate resolution, Resolution 5 to
be proposed at the EGM.
All the Directors are interested in the Directors' Incentive
Plan and the proposed amendment thereto. Under the AIM Rules, the
proposed amendment of the Directors' Incentive Plan is categorised
as a "related party transaction". Consequently, the Board has
consulted Matrix, the Company's nominated adviser, who has
confirmed that they consider that the terms of the proposed
amendment to the Directors' Incentive Plan are fair and reasonable
so far as Shareholders are concerned.
Background to and reasons for the Restructuring
After discussions with the majority of Shareholders (by value),
it has become apparent that they are pleased with the performance
of the Existing Directors and would favour the continuation of the
life of the Company with a new investment objective, investing
policy and an external investment manager which is owned and
controlled by the majority of the Existing Directors. Accordingly,
subject to the passing of the Resolutions at the EGM, the Company
will be restructured as follows:
Adoption of new Investment Objective and Investing Policy
The Company will adopt a new investment objective and investing
policy which will be to achieve capital appreciation while
attempting to reduce risk primarily by applying a disciplined and
diversified value investing philosophy. The Company intends to
invest a large percentage of its assets in a variety of smaller and
overlooked markets that lack significant foreign institutional
analysis. Further details relating to the Company's proposed new
investment objective and investing policy are set out in Part 2 of
the Circular.
Appointment of the Proposed Directors and resignation of the
Existing Directors
The Existing Directors currently comprise Howard Golden, Filip
Montfort, Yarden Mariuma and Harald Wengust. Upon completion of the
Restructuring Howard Golden, Yarden Mariuma and Harald Wengust will
resign from the Board and Dirk Van den Broeck and Ian Dungate will
be appointed as the new non-executive Chairman and non-executive
Director respectively. Biographical details for Filip Montfort and
the Proposed Directors are set out in Part 2 of the Circular.
Appointment of Terra Partners Asset Management Limited
Conditionally upon the completion of the Tender Offer, Terra
Partners Asset Management Limited will be appointed as the
Company's external investment manager pursuant to the terms of the
Investment Management Agreement.
Terra Partners Asset Management Limited is owned and controlled
by Howard Golden, Filip Montfort and Yarden Mariuma (the
"Conflicted Directors"). Under the AIM Rules, the entering into of
the Investment Management Agreement is categorised as a "related
party transaction". Consequently, the Conflicted Directors have
abstained from the Board's decision to enter into the Investment
Management Agreement. Accordingly, Harald Wengust, in his capacity
as the independent director on the Board, having consulted with
Matrix, the Company's nominated adviser, considers that the terms
of the appointment of Terra Partners Asset Management Limited as
the Company's investment manager are fair and reasonable so far as
Shareholders are concerned.
Change of name to Terra Capital Plc
As part of the Restructuring, it is proposed that the Company's
name be changed to "Terra Capital Plc".
Overseas Shareholders
The proposed Tender Offer will not be available to Shareholders
with a registered address in a Restricted Jurisdiction. Overseas
Shareholders should note that they should satisfy themselves that
they have fully observed any applicable legal requirements under
the laws of their relevant jurisdiction if they tender Ordinary
Shares in the proposed Tender Offer. The attention of Shareholders
with registered addresses outside the United Kingdom is drawn to
the paragraph headed "Overseas Shareholders" in Part 4 of the
Circular.
Extraordinary General Meeting
The implementation of the Proposals requires, inter alia, the
passing of the Resolutions which will be proposed at the EGM. A
notice convening the EGM to be held at the offices of Galileo Fund
Services Limited, Millennium House, 46 Athol Street, Douglas, Isle
of Man, IM1 1JB on 24 May 2012 at 1.00 p.m. is set out at the end
of the Circular. At this meeting, Shareholders shall be asked to
authorise the Company to repurchase Ordinary Shares, to enable the
Tender Offer to take place, and to approve the Restructuring.
Expected timetable 2012
Latest time and date for receipt of forms 1.00 p.m. on 22 May
of proxy
EGM 1.00 p.m. on 24 May
Announcement of result of EGM 24 May
Latest time and date for receipt of Tender 1.00 p.m. on 28 May
forms and TTE instructions
Record Date for the Tender Offer 5.30 p.m. on 28 May
Announcement of results of Tender Offer 29 May
Creation of assured payment obligations 31 May
for Tender Offer proceeds for uncertificated
Ordinary Shares by
Despatch of cheques for Tender Offer week commencing 4 June
proceeds and balance share certificates
for certificated Ordinary Shares
A copy of the Circular is, or will shortly be, available on the
Company's website which is www.speymillmacau.com. Terms defined in
the Circular have the same meaning when used herein unless the
context otherwise requires.
- ENDS -
Enquiries
For more information, please visit www.speymillmacau.com or
contact:
Speymill Macau Property Company plc
Howard Golden, Chairman
+ 9725 2601 7615
Galileo Fund Services Limited
(Administrator)
Ian Dungate
+44 1624 692600
Matrix Corporate Capital LLP
(Nominated adviser and corporate broker)
Paul Fincham
Jonathan Becher
+44 20 3206 7000
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCWGUMGCUPPGQU
Speymill Mac. (LSE:MCAU)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Speymill Mac. (LSE:MCAU)
Historical Stock Chart
Von Mai 2023 bis Mai 2024
