Completion of Proposals
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES OR INTO OR FROM CANADA, JAPAN OR AUSTRALIA
For immediate release
17 January 2011
Utilico Limited
("Utilico")
Recommended proposals for amendments to Utilico's investment policy, the acquisition of the assets of Eclectic Investment Company plc ("Eclectic"), the acquisition of certain assets from General Provincial Life Pension Fund (L) Limited ("GPLPF"), cancellation of share premium account, increase of authorised share capital and change of name to Utilico Investments Limited
Utilico is pleased to announce that at the Second General Meeting of Eclectic held earlier today, the special resolution to approve the voluntary winding up of Eclectic was approved and accordingly, subject to Admission of the New Utilico Shares at 8 am on 18 January (or such later date as may be agreed), the Proposals as described in the Circular sent to shareholders on 6 December 2010, are effective.
The FAV as at the Calculation Date for each Ordinary Share of Utilico and Eclectic was 235.7763 pence and 112.6024 pence respectively.
Valid elections for the Utilico Option were received in respect of 12,816,497 Eclectic Shares (representing 72.74 per cent. of Eclectic's issued share capital excluding shares held in treasury) and elections for the Cash Option were received or deemed to have been received in respect of the balance of 4,803,005 Eclectic Shares (27.26 per cent of Eclectic's issued share capital excluding shares held in treasury).
Accordingly, for every 1,000 Eclectic Ordinary Shares held,
· Eclectic Shareholders validly electing for the Utilico Option will receive 477 New Utilico Shares;
and
· Eclectic shareholders entitled to the Cash Option will receive £1,069.72.
Subject to Admission, the terms of the GPLPF Subscription have been finalised and GPLPF will subscribe for 7,430,643 New Utilico Shares in consideration for 19,965,369 Resolute ordinary shares which based on the FAV at the Calculation Date have a value of £17.5 million. Immediately following completion (and after taking into account the existing Utilico and Eclectic holdings in Resolute), Utilico will hold 49,885,198 ordinary shares, 61,223,538 convertible loan notes, 16,320,491 listed options and 1,000,000 unlisted options in Resolute with an aggregate value as at the Calculation Date of £106.5 million, representing 24.5 per cent. of Utilico's gross assets as enlarged by the Proposals.
Application has been made for the admission of 13,551,531 New Utilico Shares to a premium listing on the Official List and to trading on the London Stock Exchange. Admission is expected to be effective at 8 am on 18 January 2011 with CREST accounts in respect of Depositary Interests being credited on the same day. Cheques in respect of cash entitlements and new share certificates will be despatched on or as soon as practicable after 18 January 2011.
The New Utilico Shares represent 15.7 per cent. of the current issued share capital of Utilico and immediately following Admission, 99,235,394 Utilico shares will be in issue which may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interest, or a change in their interests, Utilico under the FSA's Disclosure and Transparency Rules.
The change of name to Utilico Investments Limited will also become effective on 18 January 2011
Enquiries
Charles Jillings
Utilico Limited
+44 1372 271 486
Alastair Moreton/Dermot McKechnie
Westhouse Securities Limited
+ 44 207 601 6100
A copy of this press release and copies of the resolutions have been submitted to the National Storage Mechanism and are available for inspection at: www.Hemscott.com/nsm.do. and will be available on Utilico's website at: www.utilico.bm
Definitions
Capitalised terms have the meaning set out in the definitions section of the Circular published by Utilico on 6 December 2010 unless the sense or context determines otherwise
This information is provided by RNS
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