Origo Partners announced on 8 March 2016 that, whilst the Company’s articles of association include a requirement for the Company to have redeemed US$12 million of convertible zero dividend preferences shares (“CZDPs”) by 8 March 2016, it is not in a position to redeem US$12 million of CZDPs at the current time. The 8 March 2016 announcement went on to confirm that the Company remains under a continuing obligation to undertake the redemption of US$12 million of CZDPs as and when it is legally able to do so.
The Company now announces that it has been notified by Brooks Macdonald Asset Management (International) Limited that it has filed a Claim Form, dated 9 March 2016, at the Isle of Man High Court seeking an order to wind-up the Company on the grounds that it is just and equitable to do so and/or as relief under section 180 of the Isle of Man Companies Act 2006. The Company awaits receipt of formal notification of the filing from the Isle of Man High Court.
As confirmed in the circular posted to shareholders on 19 January 2016, the Company’s opposition to such a filing would inevitably involve significant cost.
The Company now announces that it has now been formally notified of Brooks Macdonald’s petition to the Isle of Man High Court in this regard and an initial hearing is scheduled to be held at the Isle of Man Courts of Justice at 10.00 am on 7 April 2016.
The presentation of Brooks Macdonald’s petition to the Isle of Man Court for winding up is deemed to have commenced a winding up by the Isle of Man Court, under S169(2) of the Isle of Man Companies Act 1931.
Section 167 of the Isle of Man Companies Act 1931 states that any disposition of the property of the Company after the commencement of the winding up by the Isle of Man Court is void unless the court orders otherwise. Consequently, whilst the Company’s daily operations should remain broadly unaffected, disposals of its assets without Court approval may be rendered void and therefore there are likely to be challenges in implementing its investing policy pending the outcome of the initial Court hearing. The Company has received legal advice that the Isle of Man Court is likely to validate realisations where no person will be prejudiced by them, and also that the provisions of section 167 of the Isle of Man Companies Act 1931 may extend to any transfer of the Company’s shares.
At the request of the Company trading of its securities on AIM has been temporarily suspended from 7:30am today, pending clarification of the Company’s financial position and the outcome of the initial Court hearing.
The Company continues to consider its options in relation to this matter and a further announcement will be made, as appropriate, in due course.
OPP : Origo suspended