THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.
If you have sold or transferred all of your Ordinary Shares, please forward this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
BGLOBAL PLC
(Incorporated and registered in England and Wales under the Companies Act 1985 with company number 5950551)
PROPOSED MEMBERS’ VOLUNTARY WINDING-UP OF THE COMPANY
AND
NOTICE OF GENERAL MEETING
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Bglobal plc on page 3 of this document in which the Board unanimously recommends that you vote in favour of the resolutions to be proposed at the General Meeting referred to below.
A notice convening the General Meeting of the Company to be held at 10 a.m. on 17 August 2015 at Travers Smith LLP, 10 Snow Hill, London EC1A 2AL is set out at the end of this document. A Form of Proxy for use at the General Meeting is enclosed. Whether or not you intend to attend the General Meeting in person, please complete, sign and return the accompanying Form of Proxy in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Registrar (at Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZY) no later than 10 a.m. on 15 August 2015, being 48 hours before the time appointed for the holding of the General Meeting. If you hold your Ordinary Shares in uncertificated form (i.e. in CREST), you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST participant ID 3RA50) by no later than 10 a.m. on 15 August 2015. The time of receipt will be taken to be the time from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CONTENTS
Page
Definitions 3
Letter from the Chairman 4
Notice of General Meeting 7
EXPECTED TIMETABLE
Date
Latest time and date for receipt of Forms of Proxy for the 10 a.m. on 15 August 2015
General Meeting
Time and date of the General Meeting 10 a.m. on 17 August 2015
Appointment of Liquidators 17 August 2015
Expected first distribution to Shareholders on or around 11 September 2015
Notes:
(1) All references in this Circular are to London time unless otherwise stated. The dates and times given are indicative only and are
based on the Company’s current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to Shareholders in writing.
DEFINITIONS
The following definitions apply throughout this document and the accompanying Form of Proxy unless the context requires otherwise:
2014 Circular the circular dated 10 July 2014 sent to Shareholders detailing the Return of Capital
Board or Directors the directors of the Company, whose names are set out on page 4 of this document
Company Bglobal plc
CREST the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations)
CREST Manual the rules governing the operation of CREST consisting of the CREST Reference Manual, the CREST International Manual, the CREST Central Counterpart Service Manual, the CREST Rules, the CREST Operations Manual and the CREST Glossary of Terms, each as amended from time to time
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755), as amended from time to time
Form of Proxy the form of proxy for use by Shareholders at the General Meeting which accompanies this document
General Meeting the general meeting of the Company convened for 10 a.m. on 17 August 2015, notice of which is set out at the end of this document
HMRC Her Majesty’s Revenue and Customs
Liquidators the proposed joint liquidators of the Company, namely Philip Watkins and Gareth Morris of FRP Advisory LLP
Ordinary Shares ordinary shares of 1p each in the capital of the Company
Registrar Computershare Investor Services PLC
Resolutions the resolutions set out in the notice of General Meeting at the end of this document
Return of Capital the return of £11.7 million of capital to the Shareholders by the Company in early September 2014, details of which were set out in the 2014 Circular
LETTER FROM THE CHAIRMAN OF
BGLOBAL PLC
(Incorporated and registered in England and Wales under the Companies Act 1985 with company number 5950551)
Directors: Registered Office:
John Grant (Chairman) Mentor House
Tim Jackson-Smith Ainsworth Street
Blackburn Lancashire BB1 6AY 30 July 2015 Dear Shareholder
PROPOSED MEMBERS’ VOLUNTARY LIQUIDATION OF THE COMPANY 1. Introduction
In September 2014, the Company returned approximately £11.7 million to Shareholders. The principal contingent liabilities of the Company at the time of the 2014 Circular related to the warranties and indemnities provided by the Company on the disposal of its subsidiaries, Bglobal Metering Limited and Utiligroup Limited which expired on 17 July 2015 and 30 June 2015 respectively. Since the date of the 2014 Circular, the Company has been required to make a payment of £105,000 under the warranties and indemnities provided in connection with the sale of Bglobal Metering Limited (being the maximum amount payable by the Company under the capped indemnity that was granted at the time of the disposal). The payment related to costs arising from the replacement of faulty SIM cards.
Since the Return of Capital, the Board has been vigorously marketing the Company’s one remaining asset, the property which housed the former Nutech training centre at Phoenix Park (the “Property”), with a view to returning as much cash to Shareholders as is possible within the timing constraints imposed by its obligations. Since putting the Property for sale on the market, the Company received four offers, before eventually accepting a fifth offer of £255,000 in June 2015 which exchanged on 27 July with completion due to take place on 31 July 2015.
As set out in the 2014 Circular, John Grant and Tim Jackson-Smith intended to appoint liquidators to formerly wind up the Company as soon as practicable following the determination or settlement of all material contingent liabilities and believe that, following the expiry of the warranty and indemnity periods and the sale of the Property, now is the right time to do so. Consequently, the Board has determined that it is appropriate to recommend to Shareholders that the Company enters into a members’ voluntary liquidation (the “Members’ Voluntary Liquidation”) as soon as practicable.
2. Members’ Voluntary Liquidation
The Board continues to be committed to realising the maximum value for the Company’s Shareholders as soon as possible and with that in mind has been in discussions with the Liquidators who have undertaken, on the basis of all currently available information and on the assumption of no changes in the facts or circumstances of the Company, to make an initial distribution to Shareholders of 2.7 pence per Ordinary Share on or around 11 September 2015 and a final distribution in October 2015.
Consequently Shareholders will be able to realise their investment in the Company through the Members’ Voluntary Liquidation. The Members’ Voluntary Liquidation is conditional upon Shareholder approval of the Resolutions. If the Resolutions are not passed the Company will continue in operation until other proposals can be put forward and approved.
If the Resolutions are passed to place the Company in Members’ Voluntary Liquidation, Philip Watkins and Gareth Morris of FRP Advisory LLP will be appointed as Liquidators to the Company on terms which have been agreed by the Board. Upon the appointment of the Liquidators, all powers of the Board will cease, although John Grant and Tim Jackson-Smith will remain as Directors (who will be unremunerated except for the reimbursement of general expenses incurred in the execution of their duties), and the Liquidators will be responsible for the affairs of the Company until it is wound up. The Board has agreed that the remuneration of the Liquidators will be determined by reference to the time properly applied by them and their staff in attending to matters prior to and during the winding-up of the Company.
If the Resolutions are passed, following the appointment of the Liquidators, Shareholders who have any queries in relation to the Company should contact the Liquidators, whose contact details are as follows:
Address: FRP Advisory LLP
2nd Floor
110 Cannon Street London,
EC4N 6EU
Email address: bglobalplc@frpadvisory.com
Telephone number: +44 (0)20 3005 4000
3. Shareholders’ entitlement on a winding-up of the Company
On a winding-up of the Company, the assets of the Company available for distribution are to be distributed pro rata amongst the Shareholders.
4. Estimated net proceeds of the winding-up
The Liquidators will retain sufficient funds in the liquidation to meet the current and future, actual and contingent liabilities of the Company, including the costs and expenses of the liquidation, together with a retention, which is not expected to exceed £65,000, to meet the current estimated, and the as yet unascertained liabilities (if any), of the Company. It is anticipated that the costs and expenses of winding-up the Company will be approximately £30,000 and that the ongoing costs of the Company while in liquidation will be minimal and which are not expected to exceed £1,000 per month (inclusive of the Registrar’s and Liquidators’ fees).
It is anticipated that, if the Resolutions are passed, the first cash distribution from the Liquidators will be made by 11 September 2015. As stated above, further amounts will be returned to Shareholders in due course. Shareholders should note that these timings are indicative only and that distributions will be made solely at the discretion of the Liquidators and subject to the prior satisfaction of the Company’s creditors.
5. Notice of General Meeting
6. Action to be taken
A Form of Proxy for use by Shareholders at the General Meeting is enclosed. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the General Meeting instead of you. If you are unable to be present at the General Meeting, please complete and sign the Form of Proxy and return it to the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZY, to be received as soon as possible and, in any event, by no later than 10 a.m. on 15 August 2015, being 48 hours before the time appointed for holding the meeting. Your attention is drawn to the notes to the Form of Proxy.
If you hold your shares in uncertificated form (i.e. in CREST) you may appoint a proxy for each meeting by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST participant ID 3RA50) by no later than 10 a.m. on 15 August 2015, being 48 hours before the time appointed for holding the meeting. Unless the CREST Proxy Instruction is received by the date and time specified above, it will be invalid.
Completion and return of the Form of Proxy or completion and transmission of a CREST Proxy Instruction will not prevent you from attending the General Meeting and voting in person if you wish to do so.
7. Recommendation
The Directors consider that approval of the Resolutions is in the best interests of the Company and its members as a whole. The Directors therefore unanimously recommend that you vote in favour of all the Resolutions as, where relevant, they intend to do in respect of their own shareholdings.
Yours sincerely
John Grant
BGLOBAL PLC
(the “Company”)
(Incorporated and registered in England and Wales under the Companies Act 1985 with company number 5950551)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that the General Meeting of Bglobal plc will be held at 10 a.m. on 17 August 2015 at Travers Smith LLP, 10 Snow Hill, London EC1A 2AL to consider and, if thought fit, to pass each of the following resolutions, numbers 2 and 4 to 6 of which will be proposed as ordinary resolutions and resolutions 1 and 3 of which will be proposed as special resolutions.
1. That the Company be wound up voluntarily.
2. That Philip Watkins, licensed insolvency practitioner and Gareth Morris, licensed insolvency practitioner, both of FRP Advisory LLP, 2nd Floor, 110 Cannon Street London EC4N 6EU, be and are hereby appointed Liquidators for the purpose of the voluntary winding up.
3. That anything required or authorised to be done by the Liquidators be and is hereby authorised to be done by both or either of them.
4. That the Company’s books and records be and are hereby authorised to be destroyed twelve months after the dissolution of the Company.
5. That the Liquidators’ remuneration for dealing with matters arising in the liquidation should be calculated by reference to the time costs properly incurred by the Liquidators and their staff on the rates agreed by the Directors prior to their appointment and subject to increase only in accordance with the consumer prices index on each anniversary of their appointment (to the extent their appointment lasts more than a year) and authority is hereby given for the Liquidators to draw their remuneration on this basis.
6. That mileage can be recharged at the HMRC approved mileage rate prevailing at the time the mileage was incurred.
By order of the Board
Notes:
1. A shareholder is entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the General Meeting. A shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this Notice of General Meeting. In order to be valid an appointment of proxy must be returned by post, by courier or by hand to the Company’s Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, and must be received by 10 a.m. (UK time) on 15 August 2015, or if the General Meeting is adjourned, 48 hours prior to the adjourned meeting. A proxy may also be appointed electronically and further details are set out at Note 2 and Note 7 below. Appointment of a proxy does not preclude a shareholder from attending the General Meeting and voting in person. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact the Company’s Registrars, Computershare Investor Services PLC on 0370 707 1570 (calls to this number cost 2 pence per minute plus any network extras) or +44 (0)370 707 1570 from outside the UK. Lines open 8.30 a.m. to 5.30 p.m. (Monday to Friday). 2. To appoint a proxy electronically log on to the Company’s Registrars’ website at www.investorcentre.co.uk/eproxy. Shareholders will need their Control Number, Shareholder Reference Number and PIN Number, printed on the face of the accompanying Form of Proxy. Full details of the procedures are given on the website. If you are a member of CREST, you may use the CREST electronic appointment service, details of which are set out at Note 7. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the “Act”) to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
3. The statement of the rights of shareholders in relation to the appointment of proxies in Note 1 above does not apply to Nominated Persons. Such rights can only be exercised by shareholders of the Company.
4. A shareholder has a right to put to the Directors any questions relating to the business to be dealt with at the General Meeting and subject to the exemptions under section 319A of the Act the Company must answer any such questions. 5. The Company, pursuant to the Uncertificated Securities Regulations 2001, specifies that only those shareholders on the
Register of Members as at 6.00 p.m. (UK time) on 15 August 2015 shall be entitled to attend or vote at the General Meeting in respect of the number of shares registered in their names at that time (or, in the event of any adjournment, at 6.00 p.m. (UK time) on the day which is two days before the day of the adjourned meeting). Changes to entries on the ordinary register after 6.00 p.m. (UK time) on 15 August 2015 shall be disregarded in determining the right of any person to attend or vote at the General Meeting (unless the General Meeting is adjourned in which case the previous provisions of this Note 5 apply).
6. As at 29 July 2015 (being the last practicable business day prior to the publication of this Notice) the Company’s issued share capital consists of 106,457,394 Ordinary Shares, carrying one vote each.
7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear’s specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 3RA50) by 10 a.m. on 15 August 2015. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
8. If all shares have been sold or transferred by the addressee, this Notice and any other relevant documents should be passed to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. 9. A copy of this Circular including the Notice of General Meeting can be found on the Company’s website,
www.bglobalplc.com, free of charge.
10. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. 11. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company’s Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Computershare Investor Services PLC by 10 a.m. (UK time) on 15 August 2015, or if the General Meeting is adjourned, 48 hours prior to the adjourned meeting.
