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ScotGems Plc - Result of General Meeting

·3-min read

ScotGems plc
LEI Number: 549300GQHCPU9P1NYM13
8 September 2022

Result of General Meeting

Further to the circular (the "Circular") and notice of general meeting (the "Notice") to shareholders announced and published on 18 August 2022 by ScotGems plc (the "Company"), the Board of the Company announces that the special resolution to place the Company into members' voluntary liquidation, as set out in the Notice, was voted on by way of a poll and approved by the Company’s shareholders at the General Meeting held earlier today. Accordingly, Derek Neil Hyslop and Richard Peter Barker of Ernst & Young LLP have been appointed as Liquidators.

The votes received for and against the special resolution and the number of votes withheld were as follows:

Resolution

Votes For (including discretionary)

% (of votes cast excl. withheld)

Votes Against

% (of votes cast excl. withheld)

Total votes cast

Votes Withheld

To approve the members' voluntary liquidation of the Company, appoint the Liquidators and grant the Liquidators certain powers.

31,101,986

99.76

74,035

0.24

31,176,021

2,500

The full text of the special resolution can be found in the Notice contained in the Circular. The Circular is available for viewing on the National Storage Mechanism at data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company’s website at www.scotgems.com.

Suspension and Cancellation of Shares

As set out in the Circular, the Shares were suspended from listing on the Official List of the Financial Conduct Authority and from trading on the London Stock Exchange at 7.30 a.m. this morning, 8 September 2022, in anticipation of the General Meeting.

Applications have been made to the Financial Conduct Authority and to the London Stock Exchange for the cancellation of the listing and admission to trading of the Shares with effect from 8.00 a.m. on 9 September 2022.

Initial Distribution

The Investment Manager has now realised 100 per cent. of the value of the Portfolio, with the vast majority of the proceeds of these sales being held in Sterling.

The only unrealised investments in the Portfolio are depositary receipts in Fix Price Group Ltd, a retailer with exposure to the Russian market, which are currently incapable of being traded due to legal restrictions imposed in response to the war in Ukraine. It is not known when, or indeed if, such regulations will be revised to permit the Company to dispose of these depositary receipts and, as previously advised, they are currently held at nil value for accounting purposes.

The Liquidators therefore expect to make an initial distribution of the cash proceeds of the liquidation of the Company's portfolio, less the costs of the Proposals and the amount attributable to the Liquidation Fund, on or around 13 September 2022 (the “Initial Distribution”).

It is expected that this Initial Distribution will be 79 pence per Share.

Defined terms used in this announcement have the meanings given to them in the Circular unless the context otherwise requires.
Enquiries:
Liquidators +44 (0)131 460 2310
Derek Neil Hyslop
Richard Peter Barker