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Terra Capital PLC   -  TCA   

Third compulsory redemption of shares

Released 07:00 25-Jan-2019

RNS Number : 0536O
Terra Capital PLC
25 January 2019
 

 

 

 

TERRA CAPITAL PLC  (THE "COMPANY")

COMPULSORY REDEMPTION OF ORDINARY SHARES

 Legal Entity Identifier: 2138006S6U2X7L4R8V74

25 January 2019

Further to the Company's previous announcements and as per the Compulsory Redemption mechanism outlined in the Company's Circular dated 15 June 2018 (the "Circular"), the Company advises that it will return to Shareholders by way of a compulsory partial redemption of Ordinary Shares an amount of approximately $10.3 million.

The Company is pleased to confirm that its portfolio of investments has now been fully realised and the proceeds from realisations received in cash. Consequently, it is expected that a circular will be issued in the near future to seek Shareholder approval to put the Company into members' voluntary liquidation, appoint a liquidator and cancel the admission of the Ordinary Shares to trading on AIM.  The Company is in discussion with its advisors to ensure arrangements are in place, prior to the issue of the Circular, to ensure that, if approved the members' voluntary liquidation will proceed without undue delay.                  

The percentage of Ordinary Shares being redeemed has been determined at the Directors' sole discretion and does not relate to the percentage of proceeds being distributed following the realisation of the Company's portfolio.  The number of Ordinary Shares to be redeemed in aggregate in this third redemption will represent 90 per cent. of the Company's issued share capital (the "Redemption") as at close of business on Thursday 31 January 2019 (the "Redemption Record Date"). 

 Payment will be made on 7 February 2019 being the redemption payment date (the "Redemption Payment Date").  The Redemption Price will be $1.04 for each Ordinary Share being redeemed (the "Redemption Price").

The Redemption Price has been determined based on the Net Asset Value as at 31 December  2018, updated for the final asset disposals undertaken in January 2019, which was announced to the market on 17 January 2019. As the Company is now operating as a realisation company, the calculation of the Net Asset Value includes an estimate of liquidation costs and a provision for final fees and expenses expected to be incurred.

 

The Redemption will be effected pro rata to the holdings of Ordinary Shares on the register at the close of business on the 31 January 2019, being the Redemption Record Date. No fractions of Ordinary Shares will be redeemed and the number of Ordinary Shares to be redeemed for each Shareholder will be rounded down to the nearest whole number of Ordinary Shares as appropriate.

All existing Ordinary Shares will be traded under the existing ISIN number IM00BFD2HQ29 (the "Old ISIN") until close of business on the Redemption Record Date.  The Ordinary Shares being redeemed will be disabled in CREST after close of business on the Redemption Record Date and the Old ISIN will expire. The Ordinary Shares being redeemed will be cancelled and all proceeds of the Redemption will be paid in US Dollars on or around the Redemption Payment Date.

 The new ISIN number IM00BFMXG143 (the "New ISIN"), in respect of the remaining Shares which have not been redeemed, will be enabled and available for transactions from 08:00 on 1 February 2019.  CREST will automatically transform any open transactions as at the Redemption Date into the New ISIN.

 

Expected timetable:

 

Redemption Record Date

31 January 2019

Redemption Date and new ISIN enabled

1 February 2019

Redemption Payment Date (on or around)

7 February 2019

 

Terms not defined in this announcement shall have the same meaning as those defined in the Circular.

For more information, please visit www.terracapitalplc.com or contact:

 Galileo Fund Services Limited (Administrator)

Frazer Pickering

+44 1624 692600

Panmure Gordon (UK) Limited (Nominated adviser and corporate broker)

Jonathan Becher

+44 20 7886 2500

Terra Capital plc.

Ian Dungate, Director

+44 1624 692600

 


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Third compulsory redemption of shares - RNS