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Clerkenwell Ventures (CRK)


Wednesday 31 March, 2010

Clerkenwell Ventures

Proposal Members' Vol Liquida

RNS Number : 5197J
Clerkenwell Ventures PLC
31 March 2010

Clerkenwell Ventures PLC (the "Company")


Proposal for Members' Voluntary Liquidation, Notice of EGM


Following the suspension on 10 March 2010 of the Company's shares from trading on AIM, the Company has been considering a number of options with regard to its future, including the return of capital to shareholders.


Members Voluntary Liquidation


At a board meeting of the Company held on 31 March 2010 the directors resolved to recommend to shareholders that steps be taken to place the Company into Members' Voluntary Liquidation.  Following the return of capital in March 2009, the Company has continued to seek acquisitions in line with its stated investing strategy to acquire leisure businesses, but due to a lack of appropriate investment opportunities, the Company has not made any such acquisitions.  These opportunities will be even further limited following the recent suspension of trading of the Company's shares on AIM.


Notice of extraordinary general meeting


Accordingly, there has today been posted to shareholders a notice of extraordinary general meeting ("EGM") of the Company to be held at 9:30am on 27 April 2010 at 2nd Floor, 1 Lindsey Street, London, EC1A 9HP to consider this proposal. The notice of EGM contains the following resolutions:


·      Resolution 1 approves the voluntary winding up of the Company.


·      Resolutions 2 and 3 relate to the appointment of individuals from Zolfo Cooper to act as joint liquidators of the Company for the purposes of the voluntary winding-up. 


·      Resolution 4 relates to the joint liquidators' remuneration for acting on the voluntary winding up.  A copy of "A Creditors' Guide to Liquidators' Fees" can be downloaded from Zolfo Cooper's website ( - see Creditors' Guides in the News & Publications section).  If you would prefer this to be sent to you in hard copy, please contact Liz Welburn of Zolfo Cooper (telephone: +44 (0) 113 3860800) and a copy will be forwarded to you.


·      Resolution 5 authorises the liquidators, amongst other things, to value any assets of the Company and determine how any division between the members should be carried out.


·      Resolution 6 approves the cancellation of the Company's shares from trading on AIM and is subject to the passing of resolutions 1 to 5.  If this resolution is not passed, trading in the Company's shares on AIM will in any event be cancelled by the London Stock Exchange on 8 September 2010 in accordance with Rule 41 of the AIM Rules.


Resolutions 1 and 6 are special resolutions and therefore require the approval of a majority of not less than 75% of shareholders.  Resolutions 2 to 5 are ordinary resolutions and therefore require the approval of a simple majority of shareholders. 


Shareholders' attention is drawn to the notes on the notice of EGM relating to, inter alia, the rights to appoint proxies and corporate representatives to attend, speak and vote on their behalf at the meeting.




If the Resolutions are passed, the liquidators will notify creditors of their appointment by publishing a notice in the London Gazette.  The notice will invite creditors to notify the liquidators within one month of any claims they may have against the Company.  The liquidator will also notify HM Revenue and Customs (HMRC) of their appointment and will arrange for tax returns up to the date of liquidation to be prepared and lodged with HMRC.  Subject to the liquidators receiving the appropriate clearances from HMRC, it is anticipated that the liquidators may be in a position to make a distribution to shareholders within four months from the date of their appointment.




The Directors consider that the Proposals are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions.


The Directors intend to vote in favour of the Resolutions in respect of their own beneficial holdings amounting, in aggregate, to 772,498 Ordinary Shares (representing approximately 9.3 per cent. of the issued ordinary share capital of the Company as at the date of this document).




Clerkenwell Ventures PLC

David Page, Non-executive Chairman                               Telephone:        0845 450 6089


Seymour Pierce Limited

Nicola Marrin                                                                 Telephone:        020 7107 8000


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