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Williams Grand Prix Holdings PLC : Shareholder circular and Notice of General Meeting - proposed return of value, recommended members' voluntary liquidation and delisting

·7-min read

Williams Grand Prix Holdings PLC / Key word(s): Delisting/AGM/EGM
Williams Grand Prix Holdings PLC : Shareholder circular and Notice of General Meeting - proposed return of value, recommended members' voluntary liquidation and delisting

28-Sep-2020 / 19:30 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014. With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

28 September 2020

Williams Grand Prix Holdings PLC

("Williams", "WGPH", or the "Company")

Shareholder Circular and Notice of General Meeting - proposed return of value, recommended members' voluntary liquidation and delisting

The Board of Williams (ISIN DE000A1H6VM4) resolved today, following the announcement of the sale of Williams Grand Prix Engineering Limited, the Company's operating subsidiary, to BCE Limited, a fund managed by Dorilton Capital Management LLC on 21 August 2020 (the "Transaction"), to propose a return of value to shareholders (the "Return of Value") to be implemented by way of the members' voluntary liquidation (the "Members Voluntary Liquidation").

In order to comply with applicable companies legislation, the Return of Value and the Members' Voluntary Liquidation require approval by the shareholders at a general meeting of the Company (the "General Meeting") and a circular (the "Circular") will be posted to shareholders shortly convening a general meeting to be held at 2.00 p.m. on 27 October 2020. Shareholders will be asked to consider and, if thought fit, pass the resolutions required to implement the Return of Value and the Members' Voluntary Liquidation at the General Meeting.

Following the Transaction and in light of the proposed Return of Value and Members' Voluntary Liquidation, the board consider that it is no longer appropriate for the Company to continue to be listed on the Frankfurt Stock Exchange. Accordingly, the directors resolved today to notify Deutsche Börse as operator of the Frankfurt Stock Exchange of the Company's intention to cancel the Company's admission of the Ordinary Shares to trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), such cancellation to take place as soon as possible following adoption of the proposed resolutions to implement the Return of Value and the Members' Voluntary Liquidation at the General Meeting, but at the latest by 30 December 2020 (the "Cancellation").

If the Resolutions are passed to place the Company in Members' Voluntary Liquidation, Sean Croston and Richard White (each being a qualified insolvency practitioner) of Grant Thornton UK LLP will be appointed as joint liquidators to the Company (the "Liquidators") on terms which have been agreed by the Board. Upon the appointment of the Liquidators, all powers of the Board will cease (except so far as the Shareholders or the Liquidators sanction their continuance) and the Liquidators will be responsible for the affairs of the Company until it is wound up. Following their appointment, the Liquidators will assess the Company's financial position and, when they are in a position to do so, intend to make an initial cash distribution of approximately 95% of the Company's projected surplus assets to Shareholders (in proportion to their holdings), subject to an assessment of the Company's liabilities and tax position and reservation of funds to discharge the liabilities of the Company. It is expected that the Liquidators will distribute the initial Return of Value to shareholders in the week commencing 23 November 2020.

On winding-up the Company, the assets of the Company available for distribution are to be distributed pro rata amongst the holders of the Ordinary Shares according to the amounts paid up or credited as paid up on such Ordinary Shares.

In conclusion, the Board believes that it is in the best interests of the Company and shareholders to approve the Proposals.

General Meeting

A notice convening the General Meeting to be held at the Williams Conference Centre at Station Road, Grove, Oxfordshire OX12 0DQ at 2.00 p.m. on 27 October 2020 will be posted to shareholders today.

The Company has received irrevocable undertakings from each of Sir Frank Williams and Brad Hollinger to vote in favour of the Resolutions at the General Meeting in respect of, in aggregate, 6,547,963 Ordinary Shares representing 65.48 per cent. of the existing issued ordinary share capital of the Company.

Timetable

 

The above future dates are indicative only and may be subject to change by the Company, in which event details of the new times and dates will be notified via a Regulatory Information Service. Certain of the events in the above timetable are conditional upon, amongst other things, the approval of the Resolutions at the General Meeting.

Different deadlines and procedures may apply in certain cases. For example, if you hold your Ordinary Shares through a nominee, that person may set an earlier date for the satisfaction of any actions than the dates noted above.

References to times in this document are to London time unless otherwise stated.

* Actual date to be determined by the Liquidators.

No mechanism to enable the Company's shares to be traded following cancellation will be made available to shareholders and the Company's shares will not be transferable once the Company enters liquidation without the consent of the Liquidators.

For further information please contact the following:

 

- End of ad-hoc announcement -

Forward looking statements

This announcement contains forward-looking statements that are subject to assumptions, risks and uncertainties relating to the Return of Value and/or the Members' Voluntary Liquidation. Forward-looking statements can be identified typically by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes", "predicts" or "anticipates", as well as the negatives of such words and other words of similar meaning in connection with discussions of future operating or financial performance or of strategy that involve risks and uncertainties.

The forward-looking statements in this announcement are made based upon the Company's expectations and beliefs concerning future events affecting the Company and therefore involve a number of known and unknown risks and uncertainties. The forward-looking statements are not guarantees and actual results could differ materially from those expressed or implied in these forward-looking statements; therefore, undue reliance should not be placed on such forward-looking statements.

You are cautioned not to place any undue reliance on the forward-looking statements contained in this announcement which speak only as at the date of this announcement. The Company does not undertake any obligation publicly to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by any applicable laws and regulations.

Legal Entity Identifier: 213800AFJXFAVYBTE915

END




Contact:
Mark Biddle
General Counsel
Mark.Biddle@WilliamsF1.com

28-Sep-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

Posting and publication of the Circular and Notice of General Meeting and notification of the Cancellation provided to Deutsche Börse

28 September 2020

Latest time and date for receipt of Forms of Proxy from Shareholders for the General Meeting

2.00 p.m. on 23 October 2020

Record date for those Shareholders on the Register entitled to attend and/or vote at the General Meeting

2.00 p.m. on 23 October 2020

Close of Register and record date for participation in the Members' Voluntary Liquidation

6.30 p.m. on 26 October 2020

General Meeting

2.00 p.m. on 27 October 2020

Announcement of the results of the General Meeting

27 October 2020

Appointment of the Liquidators

27 October 2020

Expected date of the Cancellation

On or about 28 October 2020, but no later than 30 December 2020

Initial Return of Value to Shareholders expected to be paid week commencing

23 November 2020*

Williams Grand Prix Holdings plc

Tel: +44 1235 777 842

Tim Hunt

Posting and publication of the Circular and Notice of General Meeting and notification of the Cancellation provided to Deutsche Börse

28 September 2020

Latest time and date for receipt of Forms of Proxy from Shareholders for the General Meeting

2.00 p.m. on 23 October 2020

Record date for those Shareholders on the Register entitled to attend and/or vote at the General Meeting

2.00 p.m. on 23 October 2020

Close of Register and record date for participation in the Members' Voluntary Liquidation

6.30 p.m. on 26 October 2020

General Meeting

2.00 p.m. on 27 October 2020

Announcement of the results of the General Meeting

27 October 2020

Appointment of the Liquidators

27 October 2020

Expected date of the Cancellation

On or about 28 October 2020, but no later than 30 December 2020

Initial Return of Value to Shareholders expected to be paid week commencing

23 November 2020*

Williams Grand Prix Holdings plc

Tel: +44 1235 777 842

Tim Hunt

Language:

English

Company:

Williams Grand Prix Holdings PLC

Grove, Wantage

OX12 0DQ Oxfordshire

United Kingdom

Phone:

+44 (0) 1235 777700

Fax:

+44 (0) 1235 764705

E-mail:

enquiries@williamsf1.com

Internet:

http://www.williamsf1.com

ISIN:

DE000A1H6VM4

WKN:

A1H6VM

Listed:

Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Hamburg, Munich, Stuttgart, Tradegate Exchange

EQS News ID:

1137469


 

End of Announcement

DGAP News Service

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