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.
24 November 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 dated 17 June 2014.
Further to the announcement on 7 October 2014 and in accordance with the powers granted to the Directors under the Company's Articles of Incorporation, the Directors are pleased to announce that they intend to implement a distribution to Cell Shareholders of the cash proceeds from the recent successful 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 the Cell's entire issued share capital will be redeemed at close of business on 22 December 2014 (the "Redemption Date") by way of a compulsory redemption of Cell Shares. The aggregate payment made to Cell Shareholders will be made up of two components:
· €17,771,113 (equivalent to €4.39 per each of the 4,048,094 current outstanding Cell Shares); plus
· A payment of surplus cash, if any, available upon the winding up of the Cell (after discharge of all other liabilities of the Cell).
The Company intends to cancel the admission to trading of the Cell Shares on the Specialist Fund Market of the London Stock Exchange with effect from 08.00 a.m. on 23 December 2014.
The Redemption will be effected for 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 22 December 2014.
The amount to be applied to the redemption of the Cell Shares comprises the monies from the realisation of the Cell's assets, less the costs and expenses of the Redemption and the anticipated expenses relating to future maintenance required while the residual asset described below is held in the Cell and eventual winding up of the Cell.
Following the redemption, there will be one position remaining in the Cell which has been held at zero value since the Cell was created, and is expected to have no value in the foreseeable future (the "Position"). In case value can be obtained from this Position, the Cell will be wound up, and the amount to be applied to the redemption of the Cell Shares will be supplemented by a component comprising any surplus cash available upon the winding up of the Cell. Cell Shareholders should be aware that this may be nil in case (i) no value can be extracted from the Position; or (ii) the cash retained for maintenance of the Cell is used up for such purposes.
As at today's date, the Cell has 4,048,094 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 (which, for the Redemption, is GG00BNZB0D17) will expire. Up to and including the Redemption Date, Cell Shares will be traded under the existing ISIN and, as such, a purchaser of such Cell Shares would have a market claim for a proportion of the redemption proceeds.
In the case of Cell Shares held in certificated form (that is, not in CREST), redemptions will take effect automatically on the Redemption Date. As all 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. Cheques will automatically be issued to certificated Cell Shareholders upon the cancellation 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 and it is intended that the admission to trading of the Cell Shares on the Specialist Fund Market of the London Stock Exchange will be cancelled with effect from 08.00 a.m. on 23 December 2014.
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. Any payments of any further redemption monies upon winding up of the Cell to those persons who were Cell Shareholders on the record date mentioned above are expected to be effected by cheque as soon as is reasonably practicable thereafter.
-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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Chris Bowman +44(0)20 3100 2000
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