REG - DCI Advisors Ltd - Notice of GM - Update

DCI AdvisorsAnnouncement

29/11/2024 09:15

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RNS Number : 1938O  DCI Advisors Limited  29 November 2024

 

DCI ADVISORS LTD

 

("DCI" or the "Company")

 

GENERAL MEETING UPDATE

Introduction

On 8 November 2024, pursuant to a circular to shareholders of that same date
(the "Circular") the Board of DCI convened an EGM for 12 December 2024 to
consider and if thought fit pass three resolutions:

Resolution 1, which was proposed as a Special Resolution, relates to: (a) the
de-registering of the Company as a BVI company limited by shares and the
re-registering of the Company as a company limited by shares under Guernsey
law; and (b) the migration process and affirmation of the name of the Company,
the adoption of the Guernsey Articles and the change of registered office of
the Company (the "Re-domicile").

Resolution 2, which is conditional upon the passing of Resolution 1, was
proposed as an Ordinary Resolution, relates to a general authority for the
Company to make repurchases of its Ordinary Shares in accordance with standard
practice for listed companies, this authority to be limited to 14.99 per cent.
of the issued share capital of the Company. This authority will expire at the
Company's annual general meeting in 2025 and the Directors intend to apply for
a further authority at that meeting.

Resolution 3, which is conditional on the passing of Resolution 1, was
proposed as an Ordinary Resolution, authorises the Company to create and fund
the ESOP in accordance with the ESOP rules summarised in Appendix 2 of this
Circular.

All capitalised terms referenced in this letter shall have the meaning given
in the Circular unless expressly stated otherwise.

Since the Circular was issued the DCI Board has held discussions with a number
of shareholders who have requested that Resolution 3 is re-cast so that it is
no longer conditional on the passing of Resolution 1.

The Board is particularly concerned that the failure to Re-domicile DCI to
Guernsey by the end of December 2024 will be contrary to the interests of
Shareholders as a whole as the tax liabilities that may arise from DCI
remaining domiciled in the BVI are substantial, and may also incur an
obligation to pay interest and penalties as well.  Such an increase in DCI's
liabilities to third parties will materially reduce the Company's net asset
value and ultimately materially reduce distributions to Shareholders as when
assets are sold any tax liabilities, interest and penalties will need to be
settled before returning any capital to Shareholders.

Accordingly, after consultation with its legal counsel and following
representations from Shareholders, the Board has resolved to adjourn the EGM
convened for 12 December 2024 and to issue a notice of extraordinary general
meeting for 10am on 19 December 2024 (to be held at 55 Athol Street, Douglas,
Isle of Man, IM1 1LA).  The agenda for this extraordinary general meeting
will be the same as that for the 12 December EGM except that the passing of
Resolution 3 will no longer require that Resolution 1 also passes.

The impact of this change means that Shareholders who wish to vote against the
ESOP but wish to support the Re-domicile will no longer feel obliged to vote
against the Re-domicile to enable their views to be heard on the question of
the ESOP.  Shareholders are therefore able to consider the proposal to
Re-domicile on its own merits and vote accordingly.

Further, the Board wishes to make it clear that it is their intention to place
the Company's finances on a stable footing before the ESOP is funded,
including ensuring that the outstanding Shareholder loans are repaid or the
cash to repay those due for repayment in 2025 is reserved.  The Board has
therefore resolved that the ESOP will only be funded after at least €10
million has been received from asset sales and then will only be funded from
any excess cash receipts over that figure.

The revised notice of extraordinary general meeting is attached to the
circular which is being sent to shareholders.

Recommendation

The Board continues to believe that approval of the Resolutions is in the best
interests of the Company and urges Shareholders to vote in favour of them at
the 19 December 2024 extraordinary general meeting.  Accordingly, the Board
unanimously recommends that Shareholders vote in favour of the Resolutions to
be proposed at the EGM as they intend to do in respect of the 2,884,487
Ordinary Shares held by them, which represent 0.32 per cent. of the Company's
issued share capital, noting they are excluded from voting on matters related
to the ESOP.

 

Definitions used in the Circular issued on 8 November 2024 have been used in
this circular.

 

Enquiries

 DCI Advisors Ltd                                                          nick.paris@dciadvisorsltd.com (mailto:nick.paris@dciadvisorsltd.com)

 Nicolai Huls / Nick Paris, Managing Directors                             +44 (0) 7738 470550
 Cavendish Capital Markets (Nominated Adviser & Broker)

 James King / Jonny Franklin-Adams / Edward Whiley / (Corporate Finance)

 Pauline Tribe (Sales)                                                     +44 (0) 20 7220 0500
 FIM Capital Limited (Administrator)

 Lesley Lennon (Corporate Governance)                                      llennon@fim.co.im (mailto:llennon@fim.co.im)

 

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