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Value Catalyst Fund (VCF)

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Thursday 19 May, 2011

Value Catalyst Fund

Circular & EGM Notice - Reorganisation & Delisting

RNS Number : 9642G
Value Catalyst Fund Limited (The)
19 May 2011

19 May 2011


The Value Catalyst Fund Limited

("the Company")


Proposed Reorganisation,

Proposed Delisting and

Posting of Circular and Notice of EGM


The Company announces that a circular to shareholders ("Circular") was posted to shareholders, yesterday, and a copy is available on its website,  The Circular includes a notice convening an extraordinary general meeting ("EGM") to be held at the offices of Laxey Partners Ltd, 4th Floor, Derby House, 64 Athol Street, Douglas, Isle of Man, IM1 1JD at 12 noon on 22 June 2011.


The Circular sets out the details on the proposed reorganisation of the Company, a summary of which is set out below:




Under the Proposals, Shareholders are being asked to consider, and vote, for a proposed reorganisation of the Company's share capital as well as elect for, or be deemed to have elected for, one of two pools of assets - the Continuation Pool and the Realisation Pool.  The Proposals comprise:


·     an invitation to Shareholders to remain invested in a company focused on generating value from 
investing in undervalued asset based companies including closed-ended and property companies and other discounted opportunities, whilst having potential opportunities, at the Board's discretion, to realise their investment at Net Asset Value (less associated costs of realisation) at regular intervals following the expiry of an initial twelve month period;


·     an opportunity for Shareholders desiring to exit their investment in the Company to rollover their 
investment (being the assets attributable to such holders' interests in Ordinary Shares) into a realisation pool of assets, to be realised over time in accordance with an orderly realisation programme which will seek to return capital to Shareholders in stages, as soon as is practicable;


·     the division of the Company's portfolio of assets into two separate pools of assets - a 
Continuation Pool and a Realisation Pool - based upon the Net Asset Value attributable to Elections for each Pool (subject to the deduction of the costs and expenses of the Reorganisation from the Realisation Pool);


·     the redesignation of Ordinary Shares attributable to Elections for the Realisation Pool as 
Realisation Shares;


·     the adoption by the Company of amended and restated memorandum and articles of association 
to reflect the Reorganisation and, in particular, establish the rights attaching to the Realisation Shares and to remove the restriction on the Company's duration going forward;


·     the amendment of the management fee and incentive arrangements so as to align Laxey 
Partners Ltd's interests more closely with the holders of Ordinary Shares and/or Realisation Shares following the implementation of the Reorganisation; and


·     the cancellation of the admission of Ordinary Shares and Depository Interests to trading on AIM.




The purpose of the EGM is to put forward to Shareholders two special resolutions. Each resolution is separate and subject to different voting minimums but each is subject to and conditional upon the passing of the other. The first special resolution is subject to a minimum approval of two-thirds of the votes cast by Shareholders (present in person or by proxy) and comprises four separate parts:


1.         The redesignation of Ordinary Shares into Realisation Shares be approved. The number of Ordinary Shares to be redesignated is dependent on whether Shareholders elect for the Realisation Pool. If Shareholders do not elect for the Realisation Pool, they will automatically be included in the Continuation Pool. Election by Shareholders into either Pool is effected via a separate election instruction (see Part 3 of the Circular for instructions on how to make an election). This special resolution authorises the redesignation of Ordinary Shares as Realisation Shares;


2.         The amended and restated memorandum and articles of association be adopted;


3.         The amendment and restatement of the Company's investment objective and policy be approved; and


4.         The New Investment Advisory Agreement be approved.


The second special resolution seeks Shareholders' approval of the Delisting of the Company from AIM and can only be effected on the approval of 75 per cent. of the votes cast by Shareholders (present in person or by proxy). The Board has concluded that it would be in the best interests of the Company to cancel trading in the Ordinary Shares and Depository Interests on AIM. Details of this, and the consequences of the Delisting, may be found in section 5 of the Letter from the Non-Executive Chairman in Part 1 of the Circular.


Please note that if either resolution fails to be passed, then the Reorganisation will not be implemented and the Company will continue in its present form in accordance with the resolution passed at the Company's Annual General Meeting held on 14 December 2010.


This summary does not comprise a summary of the entire Proposals and is not intended as a substitute for reading the Circular as a whole.  Shareholders are therefore recommended to read the Circular in its entirety before completing and returning any of the Form of Proxy, the Form of Instruction, the Form of Election or submitting a TTE Instruction. Full details of the action to be taken can also be found in paragraph 15 of Part 1 and in Part 3 of the Circular.


All defined terms are as set out in the Circular posted to shareholders. Copies of the Circular will be available free of charge during normal business hours on any weekday (excluding Saturdays, Sundays, and UK public holidays) at the offices of Laxey Partners Ltd, Derby House, 64 Athol Street, Douglas, Isle of Man, IM1 1JD  or by emailing from today and shall remain available until the date of the EGM.




Time and/or Date


Latest time for lodging Forms of Instruction for the Extraordinary General Meeting (for Depository Interest Holders)

12 noon on Sunday, 19 June

Latest time for lodging Forms of Proxy for the Extraordinary General Meeting (for Certificated Shareholders)

12 noon on Monday, 20 June

Extraordinary General Meeting

12 noon on Wednesday, 22 June

Latest time for TTE Instruction

1.00 p.m. on Thursday, 23 June

Latest time for lodging Forms of Election

1.00 p.m. on Thursday, 23 June

Reorganisation Record Date and closure of Register

6.00 p.m. on Thursday, 23 June

Suspension of dealings in Ordinary Shares and/or Depository Interests

7.30 a.m. on Friday, 24 June*

Announcement of the results of the Reorganisation and number of Ordinary Shares to be redesignated as Realisation Shares

Friday, 24 June

Portfolio split into Continuation Pool and Realisation Pool

Close of business on Thursday, 30 June*

Cancellation of admission of Ordinary Shares and Depository Interests to trading on AIM

7.00 a.m. on Friday, 1 July*

Despatch of Realisation Share certificates and/or balance Ordinary Share certificates

Week commencing Monday, 4 July*




*Assuming that the Resolutions are passed at the Extraordinary General Meeting and become unconditional


Unless otherwise stated, all references in this document to times are London times.  If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.





Michael Haxby

Laxey Partners Ltd

Tel: +44 (0)1624 690900



Azhic Basirov / Siobhan Sergeant

Smith & Williamson Corporate Finance Limited

Tel +44 (0)20 7131 4000


This information is provided by RNS
The company news service from the London Stock Exchange