V22 Plc - Circ re Proposed Withdrawal from NEX

V22 Plc - Circ re Proposed Withdrawal from NEX

PR Newswire

London, May 2

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 If the relevant resolution is approved at the General Meeting, the Ordinary Shares are expected to be withdrawn from trading on the NEX Exchange Growth Market with effect from the close of business on Friday, 31 May 2019.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 31^stMay 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 the Companies Registry	Not applicable	Yes
Changes in directors filed with the Companies Registry	Yes	No *
Changes in secretary filed with the Companies Registry	Yes	No *
Share transfers and issues of shares filed with the Companies Registry	Yes	No *
Shares must have a par value	Yes	No, shares may be issued with or without a par value
Are distributions permitted by any method	No, the traditional method of capital maintenance is used	Yes, as long as the company satisfies a solvency test
Financial statements required	Yes	No **
AGM required	Yes, but private companies may waive requirement	No

* 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 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 24^thMay 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 22^ndMay 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
[e-mail]
www.v22collection.com

PETERHOUSE CAPITAL LIMITED
Fungai Ndoro and Mark Anwyl
[phone]

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.