9th Jul 2008 14:55
9 July 2008
Raven Mount plc ("Raven Mount" or the "Company")
Proposed Disposal (the "Disposal") of Raven Mount's Russian Property Fund Management Business ("Russian PFM Business") for £83.4 million
Consideration for the Disposal of approximately £83.4 million* comprising £15 million in cash plus 80 million new Raven Russia ordinary shares ("Consideration Shares"), all payable upon completion
Proposed restructuring of the Raven Mount group ("Restructuring") to facilitate receipt by Raven Mount shareholders of 64 million Raven Russia shares directly, proportionate to their shareholdings in Raven Mount at completion (which will have been diluted by the conversion of the existing Raven Mount convertible shares)
£15 million cash consideration and 16 million of the Raven Russia Consideration Shares will be retained in a new company containing the residual Raven Mount business ("New Raven Mount") which will apply for an AIM listing
Disposal consideration of approximately £83.4 million exceeds Raven Mount's current market capitalisation** of £70.3 million and, given the minimal assets being transferred to Raven Russia as part of the Disposal, effectively comprises almost entirely of a payment for the goodwill of the Russian PFM Business
Restructuring is intended to facilitate the receipt of the Disposal proceeds by Raven Mount and its shareholders in a tax efficient manner
Raven Mount shareholders can continue to participate in Raven Russia's activities through the Raven Russia Consideration Shares they will receive
Restructuring will involve the cancellation of Raven Mount's existing AIM quotation, the demerger of a substantial part of the Russian PFM Business, the subsequent sale to Raven Russia of the Russian PFM Business and the admission to AIM of New Raven Mount
Anton Bilton, Executive Chairman and Glyn Hirsch, Executive Deputy Chairman of Raven Mount respectively will join the Raven Russia board and enter into service agreements with Raven Russia on completion. Glyn will become Chief Executive Officer of Raven Russia and Anton will become Executive Deputy Chairman, devoting up to 60 per cent. of his time to the Raven Russia business. Anton will retain his existing role and position with Raven Mount. Glyn will remain on the board of Raven Mount as a Director
Raven Mount Shareholders will own shares in New Raven Mount in the same proportions as their diluted shareholdings in Raven Mount, diluted by the conversion of the existing Raven Mount convertible shares, which will be converted into Raven Mount ordinary shares prior to the implementation of the Restructuring
Raven Mount will continue to receive management fees from the Russian PFM Business until completion but, subject to the Disposal completing, will not be entitled to any performance fee for 2008
New Raven Mount's ongoing activities will include the development and operation of Independent Living facilities under the Audley brand, the remaining residential developments and its second homes joint venture in the Cotswolds, The Lakes
Raven Mount is currently considering additional development funding for Audley to take advantage of current market conditions, which may occur through a new investor subscribing for new equity in that business, through the provision of debt or mezzanine finance or through a joint venture arrangement. Alternatively, this process could lead to the sale of Raven Mount's entire shareholding in the Audley business
Existing Raven Mount incentive arrangements provide for the allocation of 20 per cent. of, inter alia, the cumulative net profits arising from the Russian PFM Business, after certain deductions, in any year to be paid out as performance bonuses. Such bonuses are likely to be calculated and paid following the announcement of New Raven Mount's preliminary results for the financial year ending 31 December 2008. The profits generated from the Disposal would form part of the bonus calculation for the financial year ending 31 December 2008. Raven Mount's executive directors are likely to be substantial beneficiaries of any such arrangements
Posting of a circular to shareholders in connection with the Disposal, incorporating full details of the Restructuring and the Disposal and convening the requisite shareholder meetings of Raven Mount, should occur within the next six to eight weeks. The Disposal is conditional upon, inter alia, Raven Russia and Raven Mount shareholder approval. Completion is anticipated to occur by mid December 2008
* valuing the 64 million new Raven Russia ordinary shares at 85.5p each, being the closing mid-market price of Raven Russia shares as at close of business yesterday
** valuing the existing Raven Mount ordinary shares at 62.75p each, being the closing mid-market price of Raven Mount shares as at close of business yesterday
Commenting on the Proposed Disposal, Bim Sandhu, Chief Executive of Raven Mount, said :
"This is a significant transaction for Raven Mount. The internalisation more directly aligns our interests as property advisers with those of Raven Russia shareholders and should, as a result, benefit Raven Mount and Raven Russia shareholders alike.
Russia has one of the most dynamic economies in the world and we continue to view the market for warehouse property in Russia very favourably. We have enormous faith in our Russian management team's ability to exploit those opportunities and we are proud of our achievements to date.
Whilst we shall be sad to lose the team, Raven Mount shareholders can continue to benefit from the team's considerable expertise and the strength of the Russian warehousing property market through retaining the Raven Russia shares which will be distributed directly to them.
Following this transaction and the recently announced transfer of the risk of the Swan Hill Pension Scheme to Pension Insurance Corporation, we will continue to review all aspects of Raven Mount's business with a view to maximising value for shareholders. We live in difficult but also interesting times; we are wary of the risks but welcoming of the opportunities that are likely to come our way."
Enquiries:
Raven Mount plc 020 7235 0422
Bim Sandhu, Chief Executive
Mark Kirkland, Finance Director
Shore Capital and Corporate Limited 020 7408 4090
Nominated Adviser and Joint Broker
Guy Peters
Pascal Keane
Oriel Securities Limited 020 7710 7600
Joint Broker
Malcolm Strang
Michael Shaw
9 July 2008
Notes for Editors:
Raven Mount is an AIM quoted company whose principal areas of operation are property fund management, property development and the development and operation of Independent Living facilities.
Raven Mount was founded in November 2003 by Anton Bilton (Executive Chairman), Bim Sandhu (Chief Executive) and Glyn Hirsch (Executive Deputy Chairman) and took control of Swan Hill Group PLC, the housebuilder, in December 2003 in a hostile takeover supported by Swan Hill's four largest shareholders.
In December 2004, shareholders approved the reversal of Anton Bilton and Bim Sandhu's private residential development group, Raven Property Holdings plc, for a total consideration of up to £39.9 million payable in Raven Mount shares and began a strategic reinvention of the business.
In July 2005, Raven Mount subscribed £10 million towards the £153 million flotation of Raven Russia Limited ('Raven Russia') on AIM. Raven Russia was formed at Raven Mount's instigation as a vehicle for institutional shareholders to invest in the Russian property market with an initial focus on the Warehouse property market in the Moscow and St Petersburg regions. Raven Mount's wholly owned subsidiary, Raven Russia Property Management Limited, acts as the property adviser to Raven Russia. In April 2006, Raven Russia raised a further £310 million through the placing of 270 million shares at £1.15 per share.
Raven Mount is actively involved in the development and management of Independent Living facilities for the elderly through its Audley brand in which it has a 75% interest with the remaining 25% being owned by the management team.
Audley has commenced development on four separate schemes, representing a total of 408 individual units, at St. Elphins (Matlock, 127 units), Mote House (Maidstone, 87 units), Inglewood (Berkshire, 96 units), and Ilkley (Yorkshire, 98 units). Audley owns and manages existing facilities at WillicombePark (Tunbridge Wells, 67 units), Flete House (Devon, 30 units) and manages Hollins Hall (Harrogate, 71 units), totalling 168 units under management.
In addition, Raven Mount continues to investigate suitable resort/second home opportunities, both in the UK and internationally. Raven Mount has outline planning consent, in a joint venture with John Hitchcox and Yoo Limited, comprising second homes in 650 acres at Coln in the Cotswolds, of which it currently has detailed consent for 83 units.
www.theravengroup.co.uk
www.audleylife.co.uk
www.thelakesbyyoo.com
www.ravenrussia.com 9 July 2008
Raven Mount plc ("Raven Mount" or the "Company")
Proposed Disposal (the "Disposal") of Raven Mount's Russian Property Fund Management Business ("Russian PFM Business") to Raven Russia Limited ("Raven Russia") for approximately £83.4 million
The Board of Raven Mount is pleased to announce the proposed disposal of the Company's property fund management business to Raven Russia for a total consideration of approximately £83.4 million*, comprising £15 million in cash plus 80 million new Raven Russia ordinary shares of 1p each, all payable upon completion.
The Raven Mount group will undertake a restructuring prior to completing the Proposed Disposal ("Restructuring") so as to ensure, as far as possible, that 64 million of the Raven Russia consideration shares (the "Distribution Shares") are received directly by Raven Mount shareholders in a tax efficient manner. £15 million cash consideration and 16 million of the Raven Russia consideration shares will be retained in a new company containing the residual Raven Mount business ("New Raven Mount") which will apply for an AIM listing.
The Restructuring and Disposal will principally involve:
the cancellation of Raven Mount's existing AIM listing and the creation of a new (unlisted) Raven Mount holding company;
the subsequent liquidation of Raven Mount's new holding company to effect the demerger of a substantial part of the Russian PFM Business and to facilitate the subsequent sale of that part of the Russian PFM Business to Raven Russia in a way that allows Raven Mount shareholders to receive the Distribution Shares directly;
the acquisition of the Russian PFM Business by Raven Russia through a scheme of arrangement in relation to the acquisition of Raven Russia Property Management Ltd ("RRPM") and through the sale of Raven Russia Property Advisors Limited ("RRPA") by Raven Mount to Raven Russia; and
the admission to AIM of New Raven Mount.
Raven Mount shareholders will own shares in New Raven Mount in the same proportions as their shareholdings in Raven Mount, diluted by the conversion of the existing Raven Mount convertible shares, which will be converted into Raven Mount ordinary shares prior to implementation of the Restructuring. On completion of the Disposal, they will receive a proportion of the Distribution Shares equivalent to their holding of Raven Mount shares immediately prior to the Restructuring taking place.
New Raven Mount's ongoing activities will include the development and operation of Independent Living facilities under the Audley brand, the remaining residential developments and its second homes joint venture in the Cotswolds, The Lakes.
Raven Mount is currently considering additional development funding for Audley to take advantage of current market conditions, which may occur through a new investor subscribing for new equity in that business, through the provision of debt or mezzanine finance or through a joint venture arrangement. Alternatively, this process could lead to the sale of Raven Mount's entire shareholding in the Audley business.
Existing Raven Mount incentive arrangements provide for the allocation of 20 per cent. of, inter alia, the cumulative net profits arising from the Russian PFM Business, after certain deductions, in any year to be paid out as performance bonuses. Such bonuses are likely to be calculated and paid following the announcement of New Raven Mount's preliminary results for the financial year ending 31 December 2008. The profits generated from the Disposal would form part of the bonus calculation for the financial year ending 31 December 2008. Raven Mount's executive directors are likely to be substantial beneficiaries of any such arrangements.
The Disposal is conditional upon the satisfaction of certain conditions ("Conditions") by not later than 21 December 2008 (the "Longstop Date"), including but not limited to Raven Russia and Raven Mount shareholder approval of resolutions to approve the Disposal.
In the event that the Restructuring subsequently proves impossible or impracticable to implement on or prior to the Longstop Date, but the Conditions have been satisfied by that date, Raven Mount has agreed to sell and Raven Russia has agreed to buy the Russian PFM Business directly from Raven Mount. In those circumstances, Raven Russia has agreed to pay an extra £3 million consideration in cash to partially compensate Raven Mount shareholders for the increase in potential tax liabilities that may be incurred by Raven Mount shareholders as a consequence of not being able to implement the Restructuring. In such circumstances, all of the Raven Russia consideration shares are likely to be issued directly to Raven Mount and may not be distributed to Raven Mount shareholders in the short term. In certain circumstances the additional £3 million will not be payable and details of these cirumstances will be set out in the Raven Mount shareholder circular.
* valuing the 64 million new Raven Russia ordinary shares at 85.5p each, being the closing mid-market price of Raven Russia shares as at close of business yesterday
Background
The principal activity of the Company and its subsidiaries (the "Raven Mount Group") is property development in the UK and overseas, the operation of Independent Living facilities and the provision of property advisory services to Raven Russia.
Raven Mount currently provides investment property investment and development advice to Raven Russia Limited through two wholly owned subsidiaries under a property advisory agreement dated 25 July 2005 and varied by a further agreement entered into on 6 April 2006 (the "Property Advisory Agreement"). Raven Russia is a Russian property investment fund also quoted on AIM. Raven Russia is now proposing to internalise its property advice function by buying Raven Mount out of the Property Advisory Agreement (the "Internalisation"), as described below.
The two wholly owned subsidiaries of Raven Mount that provide the property advisory services to Raven Russia are RRPM and RRPA. RRPM undertakes the property advisory services in the UK directly and sub-contracts the Russian element of the services to RRPA.
In the year to 31 December 2007, Raven Mount generated total fees of £8.3 million (2006: £2.9 million excluding a £2.0 million performance fee) producing an operating profit of £2.9 million (2006: a loss of £1.8 million excluding the performance fee) from Raven Russia through the Property Advisory Agreement. As at 31 December 2007, Raven Mount was earning its core property advisory fee of 2 per cent. on US$1,342 million (2006: US$465 million) of gross assets purchased or committed to be purchased by Raven Russia. At 31 December 2007 the Russian PFM Business of Raven Mount employed total assets of approximately £17.9 million, of which £11.2 million comprised of 12.4 million Raven Russia shares and cash balances of £0.5 million, all of which, along with a number of other assets, will be retained in New Raven Mount.
The Property Advisory Agreement between RRPM and Raven Russia is contracted to run until 31 December 2015. Raven Russia has been in discussions with Raven Mount since early 2008 regarding acquiring RRPM and RRPA in order to "internalise" the management of Raven Russia. Raven Russia's directors believe that internalisation has benefits including: (1) Raven Russia will gain greater benefit from having Raven Mount's team engaged in the Russian PFM Business (the "PFM team") as employees of Raven Russia rather than as employees of an external adviser; (2) internalising the Raven Russia property advisory agreement and directly employing the PFM team should yield significant cost savings and will remove the performance fee contingencies for Raven Russia; and (3) the internalisation will yield operational benefits by facilitating a simpler internal decision making process.
The Board of Raven Mount are of the view that the consideration Raven Russia is offering represents a very attractive deal for Raven Mount shareholders because:
the Disposal consideration exceeds Raven Mount's current market capitalisation**;
given the minimal assets being transferred to Raven Russia as part of the Disposal, the Disposal consideration effectively comprises almost entirely of a payment for the goodwill of the Russian PFM Business;
it crystallises the potential future value of Raven Mount's property advisory agreement for shareholders now; and
it allows Raven Mount shareholders to continue to participate in Raven Russia's activities through the Distribution Shares they will receive.
** valuing the existing Raven Mount ordinary shares at 62.75p each, being the closing mid-market price of Raven Mount shares as at close of business yesterday
Consideration for the Proposed Disposal
Raven Russia and Raven Mount have entered into a legally binding framework agreement (the "Framework Agreement") which sets out in detail the processes by which Raven Mount has agreed, subject to the satisfaction of the Conditions, to dispose of its shares in RRPM and RRPA for a total consideration of £15 million in cash and 80 million Raven Russia shares ("Consideration Shares").
Completion of the Disposal pursuant to the terms of the Framework Agreement is subject to a number of Conditions, including Raven Russia and Raven Mount shareholder consent, which if not satisfied could result in the Framework Agreement being terminated and the Disposal not proceeding.
Under the terms of the Framework Agreement, Raven Mount is giving certain warranties and indemnities to Raven Russia in respect of the Russian PFM Business. There is also an accounting adjustment mechanism that will be applied at completion that is primarily designed to give Raven Mount the benefit of the management fee under the Property Advisory Agreement in the period up until completion. The Framework Agreement also contains termination rights for both Raven Mount and Raven Russia that apply in certain circumstances prior to completion. These circumstances include a material breach of warranty or undertaking given by Raven Mount to Raven Russia in respect of the Russian PFM Business or a material adverse change in the assets or financial position of Raven Russia (as the case may be) following the date of the agreement.
Raven Mount Executive Bonus Arrangements
Existing Raven Mount incentive arrangements provide for the allocation of 20 per cent. of, inter alia, the cumulative net profits arising from the Russian PFM Business, after certain deductions, in any year comprising of a return on the monies invested by Raven Mount in Raven Russia, adjustments for any Raven Audley Court profits or losses, and after taking account of any other factors or performance issues Raven Mount's remuneration committee consider pertinent, to be allocated to a bonus pool. Such bonuses are likely to be calculated and paid following the announcement of New Raven Mount's preliminary results for the financial year ending 31 December 2008. The profits generated from the Disposal would form part of the bonus calculation for the financial year ending 31 December 2008. Raven Mount's executive directors are likely to be substantial beneficiaries of any such arrangements.
Mechanics of the Internalisation
In order for the Distribution Shares to be vested directly in Raven Mount shareholders' names, the Framework Agreement provides for a restructuring of the Raven Mount group. Further details of the mechanics of the Internalisation are set out in the Appendix to this announcement, which principally involves:
the cancellation of Raven Mount's existing AIM quotation and the creation of a new (unlisted) Raven Mount holding company through a scheme of arrangement;
the subsequent liquidation of the new Raven Mount holding company to effect the the demerger of a substantial part of the Russian PFM Business and to facilitate the subsequent sale of that part of the Russian PFM Business to Raven Russia in a way that allows Raven Mount shareholders to receive the Distribution Shares directly;
the acquisition of RRPM by Raven Russia through a second scheme of arrangement and the sale of RRPA by Raven Mount to Raven Russia; and
the admission to AIM of New Raven Mount.
Directors, management and employees
It is proposed that Anton Bilton and Glyn Hirsch, both currently executive directors of the Company, will enter into new service contracts with Raven Russia and will become executive directors of Raven Russia. Glyn Hirsch will become Chief Executive Officer of Raven Russia but will also remain on the Raven Mount board as a director. Anton Bilton under his service contract with Raven Russia will be Executive Deputy Chairman of Raven Russia and will devote up to 60 per cent. of his time to Raven Russia. He will remain Executive Chairman of Raven Mount. The principal terms of those contractual arrangements will be set out in the circular to be sent to shareholders in relation to the Disposal and the Restructuring (the "Circular").
The Raven Mount PFM team employees, who currently fulfil the property advisory function for Raven Mount under the Property Advisory Agreement, will transfer over to Raven Russia at Completion.
The existing Raven Mount share option arrangements will be reviewed and adjusted as appropriate to reflect the changes occurring to the Raven Mount group as a result of the Disposal. Details of the proposed changes to any such arrangements and/or replacement or substitute options to be granted in New Raven Mount will be set out in the Circular.
Management fees
Raven Mount will continue to receive its property fund management fees under the Property Advisory Agreement until Completion but subject to the Disposal completing, it will not receive a performance fee in respect of the Raven Russia financial year ending 31 December 2008 if completion occurs before the Longstop Date.
Circular
As stated above, the Circular containing full details of the Disposal and the Restructuring and convening the relevant Raven Mount Court and shareholder meetings at which the requisite resolutions will be put to Raven Mount shareholders to implement the Restructuring and the Disposal and containing sufficient details relating to Raven Russia and Newco 2 is expected to be sent to Raven Mount Shareholders within the next six to eight weeks.
Irrevocables
Irrevocable undertakings to vote in favour of the shareholder resolutions to approve the Restructuring and the Disposal have been received in respect of a total of 59,165,204 ordinary shares in Raven Mount, representing 52.8% of the issued ordinary share capital of Raven Mount. These undertakings have been given by Anton Bilton, Bim Sandhu and trusts of which they are trustees and investment companies of which they are directors respectively in respect of the shares held by those respective individuals, trusts or companies, as well as by Laxey Partners Limited in respect of certain investment funds of which it is the discretionary fund manager. ]
Commenting on the Proposed Disposal, Bim Sandhu, Chief Executive, said:
"This is a significant transaction for Raven Mount. The internalisation more directly aligns our interests as property advisers with those of Raven Russia shareholders and should, as a result, benefit Raven Mount and Raven Russia shareholders alike.
Russia has one of the most dynamic economies in the world and we continue to view the market for warehouse property in Russia very favourably. We have enormous faith in our Russian management team's ability to exploit those opportunities and we are proud of our achievements to date.
Whilst we shall be sad to lose the team, Raven Mount shareholders can continue to benefit from the team's considerable expertise and the strength of the Russian warehousing property market through retaining the Raven Russia shares which will be distributed directly to them.
Following this transaction and the recently announced transfer of the risk of the Swan Hill Pension Scheme to Pension Insurance Corporation, we will continue to review all aspects of Raven Mount's business with a view to maximising value for shareholders. We live in difficult but also interesting times; we are wary of the risks but welcoming of the opportunities that are likely to come our way."
Enquiries:
Raven Mount plc 020 7235 0422
Bim Sandhu, Chief Executive
Mark Kirkland, Finance Director
Shore Capital and Corporate Limited 020 7408 4090
Nominated Adviser and Joint Broker
Guy Peters
Pascal Keane
Oriel Securities Limited 020 7710 7600
Joint Broker
Malcolm Strang
Michael Shaw
9 July 2008
Appendix - Mechanics of the Internalisation
In order for the Distribution Shares to be vested directly in Raven Mount shareholders' names, the Framework Agreement provides for a restructuring of the Raven Mount group, principally involving:
the cancellation of Raven Mount's existing AIM listing and the creation of a new (unlisted) Raven Mount holding company;
the subsequent liquidation of the new Raven Mount holding company to effect the demerger of (i) RRPM (which will become a wholly owned subsidiary of a newly incorporated company ("Newco 1")) to facilitate the direct acquisition of RRPM (albeit through an acquisition of Newco 1) by Raven Russia from Raven Mount shareholders; and (ii) the residual Raven Mount business (including at this stage RRPA) which will become a wholly owned subsidiary of a newly incorporated company, New Raven Mount;
the acquisition of Newco 1 by Raven Russia through a second scheme of arrangement and the simultaneous sale of RRPA by Raven Mount to Raven Russia; and
the listing on AIM of New Raven Mount.
The Framework Agreement provides that these steps must be completed by 21 December 2008 (the "Longstop Date"). To the extent that the Restructuring subsequently proves impossible or impracticable to effect in accordance with the Framework Agreement by the Longstop Date, Raven Mount would be obliged, subject to the satisfaction of the Conditions, to effect a direct sale of RRPM and RRPA to Raven Russia, but the consideration receivable by Raven Mount would be increased by a £3 million additional cash payment from Raven Russia to Raven Mount to partially compensate Raven Mount shareholders for the increase in potential tax liabilities that may be incurred by Raven Mount shareholders as a consequence. In certain circumstances the additional £3 million will not be payable and details of these cirumstances will be set out in the Raven Mount shareholder circular.
The principal mechanics of the Proposed Disposal are as follows:
Step 1
A new public limited company ("Newco") will acquire Raven Mount by way of a scheme of arrangement under Section 895 Companies Act 2006, under which the existing shares in Raven Mount are cancelled and new shares in Raven Mount issued to Newco (the "First Scheme") such that Raven Mount becomes a wholly owned subsidiary of Newco.
A circular containing full details of the First Scheme, convening the requisite Raven Mount shareholder and Court meetings at which the relevant shareholder resolutions will be proposed necessary to implement both the First Scheme, the remaining steps of the Restructuring and the Proposed Disposal, outlining in detail the Restructuring and providing sufficient information to Raven Mount shareholders in relation to New Raven Mount, Raven Russia and Raven Russia shares will be posted to Raven Mount Shareholders within the next six to eight weeks (the "Circular"). Shareholders should be aware that it is the current intention that the Proposed Disposal and Restructuring will be implemented in such a way that the only shareholder resolutions that Raven Mount shareholders as a whole will be asked to vote on in respect of the Proposed Disposal and the Restructuring will be proposed at the first Court and shareholders meetings of Raven Mount which will be convened by the notice set out in the Circular. In effect, by voting at the relevant meetings to approve the First Scheme, shareholders will be approving the Restructuring (including the second scheme referred to at Step 6 below). It is not Raven Mount's current intention or indeed the current intention of any of the other companies involved in the Restructuring to go back to their respective shareholders to put the other individual steps of the Restructuring to a vote of all shareholders. This will be explained in more detail in the Circular.
Step 2
Following the First Scheme becoming effective (i) Newco will issue shares to former Raven Mount Shareholders in the same proportions as they hold shares in Raven Mount prior to the Scheme becoming effective; and (ii) Raven Mount's admission to trading on AIM will be cancelled, leaving Newco as an unlisted entity. It is proposed that Raven Mount's residual business, which will ultimately be contained in New Raven Mount, will be listed on AIM as described in Step 5 below. There will, however, be a period of some 3 weeks during which Raven Mount shareholders will hold shares in companies (in substitution for their Raven Mount shares) that have neither a stock exchange listing of any kind nor an off-market trading facility. Further, it is anticipated that the share registers of Newco, Newco 1 and Raven Mount will be closed for transfers for a period running from a point in time just before the First Scheme becomes effective until the acquisition of Newco 1 by Raven Russia by way of the second scheme (as detailed in step 6 below) is completed.
Step 3
Raven Mount (which will then be wholly owned by Newco) will distribute its shares in RRPM to Newco by way of a dividend in specie.
Step 4
After a period of 3 weeks following the First Scheme becoming effective, Newco will be placed in members' voluntary liquidation. In accordance with the procedure set out in section 110 of the Insolvency Act 1986:
Newco's shares in RRPM will be distributed to a new private limited company (Newco 1) in consideration of an issue of new shares in Newco 1 to the Shareholders of Newco in proportion to their shareholdings in Newco; and
Newco's shares in Raven Mount will be distributed to a new public limited company,(New Raven Mount), in consideration of an issue of new shares in New Raven Mount to the Shareholders of Newco in proportion to their shareholdings in Newco.
Step 5
New Raven Mount (which will be owned by former Raven Mount Shareholders in the same proportions as they held shares in Raven Mount immediately prior to the First Scheme becoming effective) will then apply to be admitted to the AIM market.
Step 6
Raven Russia will acquire Newco 1 by way of a scheme of arrangement under Section 895 Companies Act 2006 under which the existing shares in Newco 1 are cancelled and new shares issued to Raven Russia (the "Second Scheme"). Raven Russia will then issue 64 million new Raven Russia ordinary shares directly to the Shareholders of Newco 1 (being the former shareholders of Raven Mount immediately prior to implementation of the First Scheme).
Upon the Second Scheme becoming effective, the acquisition of RRPA by Raven Russia from Raven Mount pursuant to the terms of the Framework Agreement will also complete and the £15 million cash and remaining 16 million Raven Russia consideration shares paid to New Raven Mount.
Related Shares:
RAV.LRAV.L