Raymarine plc shareholder information

Raymarine Plc (“the company”) – In Members’ Voluntary Liquidation

Further to the General Meeting of Members of the company held at 55 Baker Street, London, W1U 7EU on 13 August 2010 please note that the following resolutions were passed.

1. That the Company be wound up voluntarily, and Malcolm Cohen and Andrew Howard Beckingham of BDO LLP, 55 Baker street, London, W1U 7EU be appointed as Joint Liquidators of the Company.

1. That the Joint Liquidators be and are authorised to distribute all or part of the assets in specie to the shareholders in such proportion that they are mutually agreed.

1. That the Joint Liquidators be authorised under the provisions of Section 165(2) to exercise the powers laid down in Schedule 4, Part I of the Insolvency act 1986.

1. That the Joint Liquidators’ fees are to be paid on a time costs basis.

1. That the Joint Liquidators may act jointly and severally so that all functions may be exercised by either or both of the Joint Liquidators.

Please find attached copies of both the certificate of the Joint Liquidators’ appointment and the signed resolutions for your information.

Please note that the estimated distribution to shareholders remains unchanged at 19.5p per share at this time. It is anticipated said distribution will be made within two to three months from the commencement of the Liquidation i.e. 13 August 2010. This should allow for creditor claims to be settled and for clearance to be obtained from HM Revenue & Customs. This timetable is subject to receipt of tax clearance and may be amended if clearance is withheld or delayed for any reason.

Should you have any queries regarding the Liquidation please do not hesitate to email BRNotice@BDO.co.uk quoting Raymarine as the subject.

Raymarine signed Resolutions 13 August 2010  (PDF 44.89KB) 

Raymarine Notice of Appointment 13 August 2010  (PDF 34.81KB)

Raymarine Plc (the “Company”)

The Company was placed into administration on 14 May 2010 with Chad Griffin and Simon Granger of FTI Consulting Limited being appointed as joint administrators (the “Joint Administrators”).The Joint Administrators sold the business and assets of the Company (i.e. its interest in Raymarine Holdings Limited) to FLIR Systems AB on that date. The purpose of the administration has now been achieved. The Joint Administrators, therefore, filed notice of termination of the Administration on 16 July 2010, and the administration has come to an end.

Control of the Company has been returned to its directors, together with the balance of the consideration from the sale of the Company’s business and assets (approximately £16 million). The board of directors of the Company have resolved that this cash, after payment of certain expenses, is to be returned to the shareholders via a members’ voluntary liquidation (“MVL”).

The shareholders’ Q&A include a number of questions and answers which address potential shareholder concerns with respect to the MVL. 

Raymarine plc (the “Company”)

In order for the Company to enter into a members’ voluntary liquidation, a General Meeting of shareholders will be held on Friday 13 August 2010 at the offices of the proposed joint liquidators, Malcolm Cohen and Andrew Howard Beckingham of BDO LLP (the “Joint Liquidators”), at BDO LLP, 55 Baker Street, London, W1U 7EU, so that the shareholders can resolve, amongst other things, to wind-up the Company and appoint the Joint Liquidators.

The shareholders’ circular enclosing the notice of the General Meeting and proxy form was posted to shareholders on Tuesday 27 July 2010.

Shareholders’ Q&A – 28 July 2010 Update  (PDF 28.26KB)

Shareholders’ Circular, Notice of General Meeting and Proxy Form  (PDF 957.01KB)

Raymarine Plc - in Administration  ("the Company”)

I write further to my earlier letter to shareholders dated 11 June 2010. 

Please find enclosed my final progress report on the outcome of the Administration together with a formal notice to the effect that the Administration has been brought to an end.

We have held various meetings with the directors and the Company's advisors to consider the most efficient exit route from the Administration in order to maximise recoveries to shareholders in the quickest time frame.  The Administrators will now return the Company to the directors who will then commence a Members Voluntary Liquidation process.

No action is required by shareholders at this time.  You will be contacted in due course by the proposed liquidators (Malcolm Cohen and Andrew Beckingham of BDO LLP). Once the liquidator is appointed, steps will be taken to complete a distribution to shareholders.

Final report for shareholders - 16 July 2010 (PDF 694.07KB)

Raymarine plc (in administration) (the “Company”)

I write further to my earlier letter to shareholders dated 20 May 2010, explaining that Simon Granger and I were appointed as Joint Administrators to the Company on 14 May 2010. 

I now enclose with this letter the Joint Administrators' Report and Statement of Proposals, which includes information on the background to the Administration and the actions that have been taken since our appointment.  The report also includes further information for sharholders on the mechanism and timeframe for the distribution of shareholder funds.

Proposals - copy for shareholders - 11 June 2010 (PDF 3.36MB)

Raymarine plc (in administration) (the “Company”)

I am writing to advise that Simon Granger and I were appointed Joint Administrators of the Company on 14 May 2010. Attached is the formal notice of our appointments - Forms 2.12B.

Letter to shareholders re.appt 20 May 2010 - 20 May 2010 (PDF 187.99KB)

Raymarine plc (in administration) (the “Company”)

Confirmation of Cancellation of Listing

On 8 April 2010 the Company announced that it was in discussion with three parties that may or may not lead to an offer being made for the entire issued share capital of the Company.

On 14 May 2010 the Company announced that it had reached agreement to sell its shares in Raymarine Holdings Limited to a subsidiary of FLIR Systems, Inc.  Accordingly, all parties have confirmed that they are no longer in discussions regarding the purchase of the issued share capital of the Company.

On 14 May 2010 the Company also announced that the Joint Administrators had requested the cancellation of the listing of the Company’s ordinary shares of £0.01 on the Official List.   This cancellation is now effective.

Confirmation of cancellation of listing- 18 May 2010 (PDF 101.87KB)

Raymarine Plc (the “Company” or “Raymarine”) (In Administration)

This document should be read in conjunction with the Shareholders Q&A posted to the Company’s website on 14 May 2010.

Shareholder Q&As 19 May 2010 update - 19 May 2010 (PDF 305.05KB)

The Joint Administrators will provide updates to the shareholder Q&A to deal with further queries that shareholders may have.  Shareholders may email questions to the address below, or alternatively record questions on the voicemail telephone line below:

Voicemail telephone line: +44 (0)20 7979 7425

Email: Raymarine.Administration@fticonsulting.com

The entire business and assets of Raymarine were sold on 14 May 2010 to a subsidiary of FLIR Systems, Inc.

The sale was completed by Chad Griffin and Simon Granger of FTI Consulting Limited who were appointed Joint Administrators of the Company on the same date.

Raymarine Plc in administration Q&As for shareholders  - 14 May 2010 (PDF 284.65KB)

Raymarine plc (the "Company"), a global leader in the supply of electronic products to the leisure marine market, has today reached agreement to sell its shares in Raymarine Holdings Limited to a subsidiary of FLIR Systems, Inc. ("FLIR") a world leader in thermal imaging products. The sale represents the entire business operations of Raymarine and its subsidiaries.

Raymarine Holdings Ltd sold to FLIR Systems  - 14 May 2010 (PDF 36.85KB)

Chad Griffin and Simon Granger of FTI Consulting Limited were today appointed as joint administrators (the "Joint Administrators") of the Company.

Appointment of Administrator - 14 May 2010 (PDF 19.1KB)

As announced earlier today, Raymarine’s banking syndicate informed the Company late last night that they were not willing to grant a further waiver of its current non-compliance with its covenants. 

Suspension - 14 May 2010 (PDF 90.14KB)

On 29 April 2010, Raymarine announced that it was in advanced discussions with a third party regarding a sale of Raymarine Holdings Limited, representing the entire business operations of Raymarine and its subsidiary undertakings.   

Withdrawal Announcement - 14 May 2010 (PDF 97.33KB)