Return Of Capital To Cell Shareholders
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
9 July 2014
REAL ESTATE CREDIT INVESTMENTS PCC LIMITED
RETURN OF CAPITAL TO CELL SHAREHOLDERS
Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the prospectus issued by the Company dated 16 October 2013 and the Company's subsequent supplemental prospectus issued 18 June 2014.
In accordance with the powers granted to the Directors under the Company's Articles of Incorporation, the Directors announce that they intend to implement a distribution to Cell Shareholders of the cash proceeds from the recent realisation of the Cell's assets by way of a compulsory share redemption of Cell Shares (the "Redemption").
Redemption of Cell shares
The Company today announces that approximately 73.7 per cent of the Cell's issued share capital will be redeemed at close of business on 25 July 2014 (the "Redemption Date") by way of a compulsory redemption of Cell Shares.
The Redemption will be effected pro rata to holdings of Cell Shares on the register at the close of business on the Redemption Date (which is the record date for the purposes of the Redemption), being 25 July 2014. The aggregate payment made to Cell Shareholders will be €7,850,000 (equivalent to €0.51 per each of the 15,392,148 current outstanding Cell Shares).
Fractions of Cell Shares will not be redeemed and so the number of Cell Shares to be redeemed for each Cell Shareholder will be rounded down to the nearest whole number of Cell Shares. The amount to be applied to the partial redemption of the Cell Shares comprises the monies from the realisation of the Cell's assets to be received up to and including the Redemption Date, less the costs and expenses of the Redemption.
As at today's date, the Cell has 15,392,148 Cell Shares in issue of which none are held in treasury. All of the Cell Shares redeemed on the Redemption Date will be cancelled.
Settlement
In the case of Cell Shares held in uncertificated form (that is, in CREST), redemptions will take effect automatically on the Redemption Date and redeemed Cell Shares will be cancelled. All Cell Shares in issue will be disabled in CREST on the Redemption Date and the existing ISIN applicable to such Cell Shares (the "Old ISIN") (which, for the Redemption, is GG00BCZQ7837) will expire. A new ISIN (the "New ISIN") in respect of the Cell Shares in issue and which have not been redeemed will be enabled and available for transactions from and including the first Business Day following the relevant Redemption Date (or such other date notified to Cell Shareholders). The New ISIN will be GG00BNZB0D17. Up to and including the Redemption Date, Cell Shares will be traded under the Old ISIN and, as such, a purchaser of such Cell Shares would have a market claim for a proportion of the redemption proceeds. CREST will automatically transform any open transactions as at the Redemption Date (which is the record date for the purposes of the redemption) into the New ISIN.
For every 1,000 Cell Shares held in the Old ISIN, 263 Cell Shares will be issued in the New ISIN.
In the case of Cell Shares held in certificated form (that is, not in CREST), redemptions will take effect automatically on each Redemption Date. As the Cell Shares will be compulsorily redeemed, certificated Cell Shareholders do not need to return their Cell Share certificates to the Company in order to claim their redemption monies. Cell Shareholders' existing share certificates will be cancelled and new share certificates will be issued to each such Cell Shareholder for the balance of their shareholding after each Redemption Date. Cheques will automatically be issued to certificated Cell Shareholders upon the cancellation of any of their Cell Shares. All Cell Shares that are redeemed will be cancelled with effect from the relevant Redemption Date. Accordingly, once redeemed, Cell Shares will be incapable of transfer.
Payments of redemption monies are expected to be effected either through CREST (in the case of Cell Shares held in uncertificated form) or by cheque (in the case of Cell Shares held in certificated form) within 14 Business Days of the relevant Redemption Date, or as soon as practicable thereafter. Cell Shareholders will be paid their redemption proceeds in the currency in which their Cell Shares are denominated or as determined by the Directors.
-ENDS-
For further information:
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Public Relations:
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Henrietta Dehn +44(0)20 3540 6455
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Investor Relations: |
Nicole Von Westenholz +44(0)20 7968 7482
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Liberum Capital Limited
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Richard Bootle +44(0)20 3100 2000
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