RCS - World Trade Systems - Minority Shareholders- Exchange WTS for TaYang
ANNOUNCEMENT TO THE SHAREHOLDERS
Dear Shareholders:
As Chairman of the Company, I wish to bring you all up to date on the status of the Company following the delisting on March 27, 2020, and on the Company's immediate plans for the future.
Even though the Company's shares have not been trading since 2008, and notwithstanding the Company's removal from the Premier List of the Main Board of the LSE, it remains a public company, subject to all the laws and regulations relating to public companies.
Given the current market situation and the uncertainties surrounding the economic outlook, particularly for public companies, the Board has decided that it will be in the best interests of the Company to become fully privatized.
In order to carry out the privatization in a manner that preserves and/or gives value to Shareholders and Creditors, the Board has been in discussion with another public company based in Hong Kong, and listed on the Hong Kong Stock Exchange. The company is called Ta Yang Group Company Limited. Ta Yang Group was established in 1991 and listed on The Stock Exchange of Hong Kong Limited in 2007 (Stock Code : 1991).It is a large input device manufacturer in the PRC with its head office in Hong Kong. It focuses on the design and manufacture of quality silicone rubber input devices, which are mainly used in (i) consumer electronic devices, (ii) keypads for computers and notebooks, (iii) mobile phone peripheral products, (iv) automotive peripheral products, and (v) lifestyle products.
Its production facilities are situated in Dongguan of Guangdong Province and Huzhou of Zhejiang Province in the PRC. It was among the first group of silicone rubber keypad suppliers founded by Taiwanese individuals to set up production facilities in the PRC.
Further information about Ta Yang is available from its web-site ( www.tayang.com) and the web-site of the Hong Kong Stock Exchange.
One of the shareholders of Ta Yang has offered to gift to Shareholders and Creditors of the Company (as determined at the discretion of the Board of the Company), shares of Ta Yang such that each Shareholder of World Trade Systems plc (WTS) will receive the same number of shares of Ta Yang that he or she holds in the Company, and each Creditor will receive shares of Ta Yang in consideration for the discharge of its loan to the Company, the number of shares to be negotiated separately with each Creditor.
The Board will exercise its discretion in allocating the shares of Ta Yang to the Eligible Shareholders ( defined as those holding less than 28 %) and Eligible Creditors of the Company (other than those relating to shareholders with greater than 28% in the Company) based on the following considerations and in accordance with the following terms, conditions and procedures:
1) The size of the shareholding held by each Eligible Shareholder
2) The transaction costs involved in the issuance of the TaYang shares and subsequent sale of them to recover any proceeds
3) The Shareholders respond to this announcement by email to info@wts-Shareholders.com and ceo.capital@gmail.com providing their agreement to, and the relevant details for, one of the following options:
For those shareholders holding less than 1000 shares in the Company:
Option 1 (a)
The Shares will automatically be gifted to the Company and subsequently cancelled.
The TaYang shares allocated to them will be held by Robert Lee Law Offices, Hong Kong, and the proceeds of any sale of the corresponding Ta Yang shares after the creditors have been satisfied shall be donated to the British Heart Foundation, United Kingdom.
Option 1 (b)
The Shareholders will automatically gift their shares of WTS to the Company which will then be cancelled.
The TaYang shares allocated to them will be held by Robert Lee Law Offices, Hong Kong, and sold in an orderly manner at the sole discretion of Robert Lee Law offices. The proceeds of any sale of said shares after the creditors have been satisfied will be transferred to the respective WTS Shareholder by Robert Lee Law Offices or its agents by online bank transfer provided we are in receipt of the bank details including sort code and account number for the transfer in the time frame provided. The proceeds will be disbursed on the basis that the smaller Shareholders are paid out first. In any event the proceeds of sale of shares for Shareholders holding shares with value below £20 will be donated to British Heart Foundation on a periodic basis.
For the shareholders with more than 1000 shares in the Company, please select Option 2 (a) or 2 (b) below.
Option 2 (a)
Shareholders will automatically gift their shares to the Company which will then be cancelled.
The TaYang shares allocated to them will be issued in the name of the said Shareholder who will then open an online security trading account to receive their Ta Yang shares for trading at their discretion.
Option 2 (b)
Shareholders will automatically gift their shares to the Company which will then be cancelled.
The shareholders would use the services of Robert Lee Law Offices or its agents using their trading account to sell the Ta Yang shares on a periodic basis and remit the proceeds by online bank transfer provided we are in receipt of the bank details for the transfer. The proceeds will be disbursed on the basis that the smaller Shareholders are paid out first. In any event, proceeds from sales of shares which are below £20 will be donated to British Heart Foundation on a periodic basis. Shareholders will not be able to request that their entitlement be sold based on the market price.
4. In the case of the creditors of the Company (the "Creditors"), the Board will
negotiate with each Creditor individually to agree on the allotment of Ta
Yang shares which will be required to discharge that Creditor's outstanding loan.
The Board has consulted legal counsel, former non-executive directors of the
Company with experience of similar share dealing arrangements, and with
relevant representatives from the Takeover Panel and has obtained
the following advice concerning the above transaction (the "Transaction"):
(Quote)
"The Company is not subject to the United Kingdom City Code on Take-overs and Mergers (the "Code"), on the basis that, although it is a public company incorporated in the United Kingdom, its shares are not admitted to trading on a regulated market or multilateral trading facility in the United Kingdom or a stock exchange in the Channel Islands or the Isle of Man, and its place of central management and control is also not considered by the Take-over Panel to be in the United Kingdom, the Channel Islands or the Isle of Man.
As a result, the Code will not apply to the Transaction and Shareholders will not benefit from the protections afforded by the Code." (Unquote)
Modus Operandi
Each Shareholder of the Company is requested to revert by email to the Company at info@wts-shareholders.com and ceo.capital@gmail.com with the following information:
Name of Shareholder ( as in the register)
Number of shares held
Updated mailing address
Alternative email address
Bank Account details:
Name of Bank
Sort Code
Account Number
Option selected : 1 (a) , 1 (b), 2 (a) or 2 (b)
If Option 2 (a) ; then provide the following:
Name of Securities Firm ( that can trade in Hong Kong shares)
Address of Securities firm
Account number at Securities Firm
Following this announcement, all Shareholders will immediately be issued shares in TaYang and their shares in WTS will be gifted back to the Company for cancellation.
All responses should be received by the Company no later than 31 May 2020.
Eligible Shareholders with shares of more than a 1000 shares will be issued TaYang shares which will then transferred to their relevant securities account when we receive the relevant details of the accounts for each Eligible Shareholder.
We will continue to update you by means of regular RNS announcements and/or at www.wts-shareholders.com
The shares gifted to WTS shall be cancelled leaving Kudrow Finance Ltd with one share and TopTier Star Holdings Pte. LTD with one share.
Please consider the above details carefully and those wishing further clarification should contact the Company at above noted e-mail addresses.
Thank you for your long support of the Company and we extend to you all our best wishes for the future.
Robert Osborne Lee
Chairman of the Board
.
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