St Laurence tells investors to decide on future

St Laurence tells investors to decide on future

The board of St Laurence Limited (SLL) today announced that due to the extremely difficult property market, the Company would soon be in a position where it would run out of equity and as a result would not be able to meet some of its obligations to investors under its November 2008 Recapitalisation Plan.

Consequently, its Debenture Stock and Capital Note investors were now effectively the owners of the Company.

Accordingly, SLL proposes calling a meeting at which investors will be asked to approve the exchange of their SLL Debenture Stock and Capital notes for shares in St Laurence Holdings Limited, which has been established to acquire SLL’s assets. If this proposal is not approved SLL will be placed in receivership.

To assist investors in making a decision SLL’s Directors have commissioned an independent report from Grant Samuel to analyse the merits of the alternatives they face.

SLL Managing Director Kevin Podmore says, “We appreciate this is not what investors signed up for nor the outcome we had hoped for when we put forward the Recapitalisation Plan in 2008. We understand that investors want their money back and in the current market we sincerely believe that exchanging their debt investment for equity is the best way to achieve this. It will allow us to complete our sell down programme in an orderly manner, but more importantly preserve the value of SLL’s funds management business and hence provide a better outcome for our investors.”

Further Information

No money will be sought from investors under the proposed security exchange and no applications for shares in St Laurence Holdings Limited will be accepted unless investors have received an investment statement for the offer of shares in St Laurence Holdings Limited. As indicated above, St Laurence Holdings Limited has been established to acquire SLL’s assets and to offer fully paid ordinary shares in the Company to holders of SLL’s Debenture Stock and Capital Notes in exchange for their SLL Debenture Stock and Capital Notes. If the exchange is approved by investors, the SLL Debenture Stock and Capital Notes acquired by St Laurence Holdings Limited under the exchange will, in effect, be redeemed by SLL under the sale of SLL’s assets to St Laurence Holdings Limited. As a result, holders of SLL’s Debenture Stock and Capital Notes will become shareholders in St Laurence Holdings Limited and St Laurence Holdings Limited will own SLL’s assets.
Holders of SLL’s Debenture Stock and Capital Notes will be asked to approve the exchange of their Debenture Stock and Capital Notes for fully paid ordinary shares in St Laurence Holdings Limited by extraordinary resolution at a meeting to be held late in June of this year.

In addition to receiving the independent report from Grant Samuel, investors will also receive an explanatory memorandum from SLL which discusses the implications of the proposed security exchange for them compared to a receivership of SLL and a combined prospectus and investment statement for the offer of shares in St Laurence Holdings Limited under the proposed security exchange. SLL expects to provide investors with these materials early in June to enable them time to consider the proposal in depth before being asked to vote on it at the investor meeting in late June or early July.

ENDS

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