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DJ V22 Plc Circ re Proposed Withdrawal from NEX

 
TIDMV22O 
 
3 May 2019 
 
                                    V22 Plc 
 
                           ("V22" or the "Company") 
 
              Proposed Withdrawal from NEX Exchange Growth Market 
 
V22 Plc announces that it is today posting a circular (the "Circular") to 
shareholders in the Company convening a General Meeting of the Company for 
10.00 a.m. on Friday, 24 May 2019, at which resolutions will be proposed, 
amongst other things,  to approve the Withdrawal of the Company's Ordinary 
Shares from trading on the NEX Exchange Growth Market. If the relevant 
resolution is approved at the General Meeting, the Ordinary Shares are expected 
to be withdrawn from trading on the NEX Exchange Growth Market with effect from 
the close of business on Friday, 31 May 2019. 
 
An extract from the Circular is set out below. Words and expressions defined in 
the Circular have the same meaning in this announcement.  A copy of the full 
text of the Circular will be made available at www.v22collection.com. 
 
"Dear Shareholder, 
 
Introduction 
 
The purpose of this letter is to provide you with the background to, and 
reasons for, the Withdrawal, the Re-registration, and the adoption of new 
articles of association, and to explain why the Directors consider the 
Proposals to be in the best interests of the Company and its Shareholders as a 
whole. This letter also includes a recommendation from the Directors that 
Shareholders should vote in favour of the Resolutions to be proposed at the 
General Meeting. 
 
Withdrawal from the NEX Exchange Growth Market and Re-registration 
 
V22, which focuses on the acquisition of contemporary fine art as well as the 
management of commercial property as studio and work space, has had its shares 
publicly traded since 31 August 2006, when the Company was admitted to OFEX, a 
predecessor market to the NEX Exchange Growth Market. Since being admitted to 
trading, there has been minimal trading in the shares of the Company. 
 
The principal activity of the Group is to invest and to trade in contemporary 
art and to let studio space and to provide affordable workspace to the London 
art market and other creative sectors. The Group is made up of V22 Plc, the NEX 
Exchange Growth Market traded holding company, which holds the Group's art 
portfolio and also holds shares in subsidiaries of the Group. V22 London 
Limited ("V22 London") is 100% owned by the Company and runs ten studio 
buildings in London, providing affordable workspace for a number of artists, 
artisans and creative practitioners. V22 London own 125-year leases on 
properties in Forest Hill and Orpington. The Group owns 70% of V22 Silvertown 
Studios Ltd, through V22 London and it was set to take advantage of an 
opportunity to develop a brownfield site in the Royal Docks, east London. 
 
The principal reason for joining the NEX Exchange was to establish a vehicle 
for asset sharing amongst a range of investors, including many 
artist-investors. The perceived potential to raise further funds, in cash and 
in art, to finance investment, grow the art collection and to provide 
additional working capital for the Company were further factors in our 
decision. 
 
The Directors have worked hard to present the Company's investment proposition 
to a wide range of possible investors. As part of this process, concern has 
been expressed about the lack of liquidity on the NEX Exchange Growth Market, 
the view that V22 offers a very niche proposition, that trading in the work of 
living artists brings with it complications and problems for those artists and 
their representatives, and that the provision of affordable space within V22 
premises by its nature does not deliver significant profits. In addition, many 
of our Shareholders and investors are artists and we have come to realise that 
they have little appetite for trading in securities. 
 
At the same time, the ongoing costs associated with being on the market are 
considerable for a company of V22's size. The Directors feel that the costs of 
being on the NEX Exchange Growth Market greatly outweigh any benefits and that 
the Company can no longer afford these costs. The Directors have therefore 
concluded that it is in the best interests of the Company and its Shareholders, 
to withdraw the securities of the Company from trading on the NEX Exchange 
Growth Market. 
 
The Board intends to realise the value of the Company's assets and distribute 
the surplus of such a realisation to its Shareholders. The Directors intend to 
pursue maximum possible value for the underlying art and property within its 
portfolio, therefore, the timing of any distribution of the proceeds to 
Shareholders is not certain, but it is intended that the all surplus proceeds 
will be distributed to Shareholders within two years of Withdrawal. 
 
Under the NEX Rules, it is a requirement that the Withdrawal is made 
conditional on the consent of 75 per cent of Shareholders voting at a general 
meeting. Accordingly, at the General Meeting a special resolution will be 
proposed to approve the withdrawal of the Company's Ordinary Shares from 
trading on the NEX Exchange Growth Market. 
 
After Withdrawal, Peterhouse will cease to act as the Company's NEX Exchange 
Corporate Adviser and the NEX Rules will no longer apply to the Company. V22 
will no longer be required to comply with any of the additional specific 
corporate governance requirements for companies admitted to trading on the NEX 
Exchange Growth Market. 
 
The Board intends to set up a matched bargain arrangement with JP Jenkins, 
whereby the Ordinary Shares will be available to trade for a period of six 
months from the Withdrawal. Further details about JP Jenkins are set out on 
page 10 of this Document. 
 
If Resolution 1 is approved at the General Meeting, the Company's Ordinary 
Shares will be withdrawn from NEX at the close of business on Friday 31st May 
2019. 
 
Following Withdrawal, the Company will continue to keep Shareholders informed 
of material developments, not least in relation to the realization of the 
Group's assets, and send them financial information and notice of meetings as 
appropriate. 
 
Changes to Articles of Association and change of name to V22 Limited 
 
The Company's Articles are drafted specifically for a public limited company. 
As part of the Re-registration, it is proposed that, subject to the 
Re-registration becoming effective, the Company adopt a more simplified set of 
articles of association, based principally on the Model Articles. 
 
The significant differences between the current Articles of the Company and the 
proposed New Articles, are summarised in the table below: 
 
                                        Current Articles        New Articles 
 
Registered agent in the Isle of Man     Not applicable          Yes 
 
Company secretary                       Yes                     Not mandatory 
 
Minimum number of directors             2                       1 
 
Corporate directors permitted           No                      Yes, but only by 
                                                                an Isle of Man 
                                                                licensed Corporate 
                                                                Service Provider 
 
Changes in registered agent filed with  Not applicable          Yes 
the Companies Registry 
 
Changes in directors filed with the     Yes                     No * 
Companies Registry 
 
Changes in secretary filed with the     Yes                     No * 
Companies Registry 
 
Share transfers and issues of shares    Yes                     No * 
filed with the Companies Registry 
 
Shares must have a par value            Yes                     No, shares may be 
                                                                issued with or 
                                                                without a par 
                                                                value 
 
Are distributions permitted by any      No, the traditional     Yes, as long as 
method                                  method of capital       the company 
                                        maintenance is used     satisfies a 
                                                                solvency test 
 
Financial statements required           Yes                     No ** 
 
AGM required                            Yes, but private        No 
                                        companies may waive 
                                        requirement 
 
* 2006 Act Companies may elect to file changes and will then be subject to the 
same requirements as the 1931 Act, but can withdraw this option by giving 
written notice to the Companies Registry. 
 
** Although a 2006 Act Company is not required to prepare financial statements, 
Bridgewaters prepare internal accounts for all companies. 
 
A copy of the proposed Model Articles will be available at the Company's 
registered address, 4th Floor, Queen Victoria House, 41-43 Victoria Street, 
Douglas, Isle of Man IM1 2LF, or on the Company's website at 
www.V22collection.com. 
 
The Directors are also proposing to change the Company's name to 'V22 Limited', 
to reflect the Company's status as a private company. 
 
The Code 
 
The Code, which is issued and administered by the Panel, applies to all 
takeover and merger transactions, however effected, where the offeree company 
is, inter alia, a company resident in the UK, the Channel Islands or the Isle 
of Man,  the securities of which are admitted to trading on a regulated market 
or a multilateral trading facility (such as the NEX Exchange Growth Market) in 
the United Kingdom or on any stock exchange in the Channel Islands or the Isle 
of Man. 
 
The City Code of Takeovers and Mergers currently applies to the Company and 
will continue to apply to the Company following Withdrawal. The Code is issued 
and administered by the Takeover Panel. The Code and the Takeover Panel operate 
to ensure that shareholders of the same class are afforded equivalent treatment 

(MORE TO FOLLOW) Dow Jones Newswires

May 03, 2019 02:01 ET (06:01 GMT)

DJ V22 Plc Circ re Proposed Withdrawal from NEX -2-

by any offeror and that all shareholders are treated fairly in the event of a 
takeover. The Code also provides an orderly framework within which takeovers 
are conducted. The Code will continue to apply to the Company for 10 years from 
the date on which the Withdrawal becomes effective. 
 
Deferred Shares 
 
Upon Withdrawal, the timing of when the Deferred A Shares and Deferred B Shares 
acquire rights which enable the holders of such shares to participate in 
distributions made by the Company will change. 
 
Currently, the Articles require the Deferred A Shares and Deferred B Shares to 
be traded on Ofex, or on any other facility recognised as a medium for trading 
shares, at a mid-market price of no less than 6p per share (in relation to the 
Deferred A Shares) or 7.5p per share (in relation to the Deferred B Shares) for 
a continuous period of 28 days for the participation rights to be acquired. 
 
Following Withdrawal, the Directors are proposing that the New Articles will be 
amended to provide that the shares must be valued at 6p per share (in relation 
to the Deferred A Shares) or 7.5p per share (in relation to the Deferred B 
Shares) by the Company's auditors at a fixed point in time, in order for the 
Deferred A Shares and Deferred B Shares to receive the right to participate in 
distributions made by the Company. 
 
Upon Withdrawal, to ensure that the Deferred A Shares and Deferred B Shares 
have a genuine opportunity to reach the required valuations, the New Articles 
ensure that the Company will not be permitted to make a distribution or 
dividend payment until all of the Company's assets are held in cash, thus 
allowing a clear and accurate valuation of the Company to be made for these 
purposes. 
 
JP Jenkins 
 
JP Jenkins is a trading division of Peterhouse, which is authorised and 
Regulated by the Financial Conduct Authority, a Member of the London Stock 
Exchange and a NEX Exchange Corporate Adviser. Shareholders who wish to buy or 
sell Ordinary Shares through JP Jenkins must do so via a stockbroker; JP 
Jenkins is unable to deal directly with members of the public. 
 
Further information about the matched bargain dealing facility, including 
indicated prices and a history of transactions, will be available on the JP 
Jenkins website which is located at www.jpjenkins.com.  Once the facility with 
JP Jenkins has been arranged, details will be made available to Shareholders on 
the Company's website. 
 
General Meeting 
 
At the end of this Document is a notice convening a General Meeting to be held 
at Bridgewater (IOM) Limited, 4th Floor, Queen Victoria House, 41-43 Victoria 
Street, Douglas, Isle of Man IM1 2LF at 10am on Friday 24th May 2019, at which 
the following special resolutions will be proposed to authorise and implement 
the Proposals: 
 
 1. to withdraw the Ordinary Shares from trading on the NEX Exchange Growth 
    Market; 
 
 2. to re-register V22 as a private limited Company; 
 
 3. to change the Company's name to V22 Limited; 
 
 4. to adopt the Model Articles in substitution for the Articles with effect 
    from the Re-registration. 
 
    Action to be taken 
 
    You will find enclosed with this Document a Form of Proxy for use by 
    Shareholders at the General Meeting. Whether or not you intend to be 
    present at the General Meeting, you are requested to complete and return 
    the Form of Proxy in accordance with the instructions printed therein. To 
    be valid, completed Forms of Proxy must be received by Bridgewater (IOM) 
    Limited, 4th Floor, Queen Victoria House, 41-43 Victoria Street, Douglas, 
    Isle of Man, IM1 2LF, as soon as possible and in any event not later than 
    10 am on Wednesday 22nd May 2019, being 48 hours (not including any part of 
    a day which is not a working day) before the time appointed for holding the 
    General Meeting. Completion of a Form of Proxy will not preclude you from 
    attending the meeting and voting in person if you so choose. 
 
    Recommendation 
 
    The Directors consider the Proposals to be in the best interests of the 
    Company and its Shareholders as a whole, and accordingly recommend that 
    Shareholders vote in favour of the Resolutions to be proposed at the 
    General Meeting, as they intend to do in respect of their own beneficial 
    interests, representing 11 per cent of the Ordinary Shares, 59 per cent of 
    the Deferred A Shares and 50 per cent of the Deferred B Shares eligible to 
    vote at the General Meeting. 
 
    Yours faithfully 
    Kathleen Cranswick 
    Chairperson" 
 
The Directors of the Company accept responsibility for this announcement. 
 
                                   --ENDS-- 
 
Enquiries: 
 
V22 Plc 
Tara Cranswick 
tara@v22collection.com 
www.v22collection.com 
 
PETERHOUSE CAPITAL LIMITED 
Fungai Ndoro and Mark Anwyl 
+44 20 7469 0932 
 
Market Abuse Regulation (MAR) Disclosure 
 
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. Upon the publication of this announcement via a Regulatory 
Information Service, this inside information is now considered to be in the 
public domain. 
 
 
 
END 
 

(END) Dow Jones Newswires

May 03, 2019 02:01 ET (06:01 GMT)