DEVRO LIMITED
UK Gazette Notices
19 April 2023
Company Number: SC129785
Registered in Scotland
NOTICE IS HEREBY GIVEN that on 13 April 2023 the Court of
Session in Edinburgh made an order (the "Order") sanctioning a
scheme of arrangement (the "Scheme") under Part 26 of the
Companies Act 2006 between Devro plc (the "Company"), a public
company incorporated in Scotland with company number SC129785
and with its registered office at Moodiesburn, Chryston G69 0JE, and
the Scheme Shareholders (as defined in the Scheme). On 14 April
2023, a copy of the Order together with a copy of the Scheme was
delivered to, and registered by, the Registrar of Companies in
Scotland. On delivery of the Order, the Scheme became effective in
accordance with its terms.
Clifford Chance LLP Shepherd and Wedderburn LLP
10 Upper Bank Street, London,
E14 5JJ
1 Exchange Crescent,
Conference Square, Edinburgh
EH3 8UL
English solicitors for the
Company
Scottish solicitors for the
Company
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
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and/or name.
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
These supplements are available to view at https://
www.thegazette.co.uk/browse-publications.
Alternatively use the search and filter feature which can be found here
https://www.thegazette.co.uk/all-notices on the company number
and/or name.
OTHER NOTICES
MONEY
PENSIONS
THE DEBENHAMS EXECUTIVE PENSION PLAN
NOTICE TO CREDITORS AND BENEFICIARIES UNDER SECTION 27
OF THE TRUSTEE ACT 1925
The Debenhams Executive Pension Plan (the “Plan”) was established
with effect from 1 October 1998.
Notice is hereby given pursuant to Section 27(1) of the Trustee Act
1925 that Department Stores Realisations (No. 2) Administration
Services Limited (formerly known as Debenhams (No. 2) Pension Trust
Limited (the “Trustee”)) is winding up the Plan.
If you have received a communication from the Trustee regarding the
transfer of the Plan to Aviva and the wind up of the Plan, then you do
not need to take any action.
Please note also that this notice does not relate to the Debenhams
Retirement Scheme, which is the pension scheme relating to
employees who were not Executives within the Debenhams group of
companies.
Any former employee of Debenhams Retail PLC (company number
83395) or Debenhams Group Holdings Limited (company number
3430071) or any subsidiaries of those companies who was an
Executive of such a company, who believes that they are a member of
the Plan (and who has not received a communication from the
Trustee) are required to provide details to the Trustee by email to
[email protected] or by writing to Vidett Limited,
Forbury Works, 37-43 Blagrave Street, Reading, RG1 1PZ.
Anyone who believes they have any other interest, claim or
entitlement in relation to the Plan but have not received a
communication from the Trustee should contact the Trustee in the
same way.
Claimants should provide their full name, address, date of birth,
National Insurance number, period of service in the Plan and any
documents supporting their claim. Claims must be made in writing by
30 June 2023. In addition, if any person or persons have any other
claims against or interests in the Plan, they are requested to set out
particulars of such claims or interests in writing by 30 June 2023.
After this date, the Trustee will complete the winding up of the Plan
and secure benefits for any remaining beneficiaries, having regard
only to the claims and interests of which it has prior notice. The
Trustee shall not be liable to any person of whose claims and
demands it has not had notice.
Issued on behalf of Department Stores Realisations (No. 2)
Administration Services Limited as Trustee of the Plan.
Ag BJ11422
MONEY
COMPANIES RESTORED TO THE REGISTER
Notice is hereby given that a Petition was presented to Glasgow
Sheriff Court (Ref: GLW-SQ21-23) by ELIAS PROPERTY
INVESTMENTS LIMITED, having its registered office at 15 Jessie
Street, Polmadie, Glasgow, G42 0PG craving the Court, inter alia, to
grant an Order extending the period allowed for registration by the
Registrar of Companies of the charge constituted by the standard
security granted by ELIAS PROPERTY INVESTMENTS LIMITED to
CHARTER COURT FINANCIAL SERVICES LIMITED, having it’s
registered office at 2 Charter Court, Broadlands, Wolverhampton,
West Midlands, WV10 6TD (Company Number 06749498), and trading
as Precise Mortgages; dated 31 March 2022 and registered in the
Land Register of Scotland under title number GLA44177 on 12 April
2022, under and in terms of section 859F of the COMPANIES ACT
2006 and; in which Petition the Sheriff at Glasgow Sheriff Court by
interlocutor dated 27 March 2023 appointed all persons having an
interest to lodge answers in the hands of the Sheriff Clerk at Glasgow
Sheriff Court within eight days after advertisement of the petition; all
of which notice is hereby given.
Laura Brennan, Gilson Gray LLP, 29 Rutland Square, Edinburgh EH1
2BW, for the Petitioner
Corporate insolvency
NOTICES OF DIVIDENDS
15 March 2023
Company Number: SC129785
Registered in Scotland
NOTICE IS HEREBY GIVEN that a Petition (the "Petition") was
presented to the Court of Session (the "Court") on 4 January 2023 by
Devro plc (the "Company"), a public company incorporated in
Scotland with company number SC129785 and with its registered
office at Moodiesburn, Chryston G69 0JE, for sanction of a Scheme
of Arrangement (the "Scheme") pursuant to part 26 of the Companies
Act 2006 (the "Companies Act") between the Company and the class
of its members who are together defined in the Scheme as "Scheme
Shareholders", being holders of its ordinary shares of ten pence
each.
At a meeting held under the authority of the Court on 3 March 2023
(the "Meeting"), the Scheme Shareholders voted to approve the
Scheme. At a general meeting held on the same date, the Company
passed related special resolutions. The terms of the special
resolutions are set out in the circular to the Company's shareholders
dated 13 January 2023 and referred to below (the "Circular").
Following the Meeting, and by order dated 8 March 2023, the Court:
(i) ordered that the Petition should be advertised once in each of the
Edinburgh Gazette, The Scotsman and The Financial Times (UK and
international editions); and (ii) allowed all persons claiming an interest
in the Petition to lodge answers to the Petition, if so advised, at the
Court, Parliament House, Parliament Square, Edinburgh EH1 1RQ,
within 14 days after the publication of the last of those
advertisements.
The Court hearing to sanction the Scheme is expected to be held on
13 April 2023 at the Court, the address of which is Parliament House,
Parliament Square, Edinburgh EH1 1RQ.
A copy of the Circular, incorporating the Scheme and the explanatory
statement which is required to be furnished pursuant to section 897 of
the Companies Act, has been published and is available for Scheme
Shareholders on the Company's website at www.devro.com/
investors/recommended-offer-for-devro/. The Circular was sent in
advance of the Meeting to, among others, the Scheme Shareholders.
Further copies of the Circular may be obtained by any Scheme
Shareholder by contacting the Company's registrar, Computershare
Investor Services PLC ("Computershare") at The Pavilions,
Bridgwater Road, Bristol BS13 8AE or between 8.30 a.m. and 5.30
p.m. Monday to Friday (except UK public holidays) on 0370 889 4050
or on +44 (0) 370 889 4050 if calling from outside the UK.
Any Scheme Shareholder, or other person who considers that they
have an interest in the Scheme (each an "Interested Party") and who
is concerned that the Scheme may adversely affect them, is entitled
to lodge written answers to the Petition and to be heard by the Court.
If an Interested Party wishes to raise concerns in relation to the
Scheme with the Court or, where lawful and practicable, appear at the
Court hearing, they should seek independent legal advice (at their
own cost and expense) and lodge written answers to the Petition with
the Court at the above address within 14 days after the publication of
the last of the advertisements which are referred to above and pay the
required fee. Written answers are a formal Court document which
must comply with the rules of the Court and are normally prepared by
Scottish legal counsel. The Court may consider written objections
which are not in the form of written answers and/or allow an
Interested Party who has not lodged written answers to appear at the
Court hearing. Each Interested Party should note that, although the
practice of the Court is to consider informal objections made in
person or in writing, the decision to do so is entirely at the discretion
of the Court, and that the Court may require an Interested Party to
lodge written answers in order to raise objections to the Scheme
and/or appear at the Court hearing.
OTHER NOTICES
Dated: 8 March 2023
Clifford Chance LLP Shepherd and Wedderburn LLP
10 Upper Bank Street, London,
E14 5JJ
1 Exchange Crescent,
Conference Square, Edinburgh
EH3 8UL
English solicitors for the
Company
Scottish solicitors for the
Company
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
These supplements are available to view at https://
www.thegazette.co.uk/browse-publications.
Alternatively use the search and filter feature which can be found here
https://www.thegazette.co.uk/all-notices on the company number
and/or name.
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
These supplements are available to view at https://
www.thegazette.co.uk/browse-publications.
Alternatively use the search and filter feature which can be found here
https://www.thegazette.co.uk/all-notices on the company number
and/or name.
JOHN ELLIS
Notice is hereby given that on 7 February 2023, an initial writ was
presented to Dunoon Sheriff Court by Peter Black Watson, carrying
on business as PBW Law, having a place of business at 18 Woodside
Place, Glasgow, craving the court that the said Peter Black Watson be
appointed as executor-dative qua creditor of the late John Ellis (also
known as Ian Ellis), latterly residing at 1 Daisy Place, Sandbank,
Dunoon. In accordance with the interlocutor of the court of 23
February 2023, any persons interested must lodge answers within
nine days of intimation, service or advertisement; all of which notice is
hereby given.
MacRoberts LLP, Capella, 60 York Street, Glasgow G2 8JX, Agents for
the Pursuer, Ref: PBW/1/8
STATE
MONEY
PENSIONS
USAA LIMITED PENSION AND LIFE ASSURANCE SCHEME
NOTICE TO CREDITORS AND BENEFICIARIES UNDER SECTION
27 OF THE TRUSTEE ACT 1925
9 March 2023
Notice is hereby given pursuant to Section 27 of the Trustee Act 1925
that Zedra Governance Limited (the “Trustee”), as trustee of USAA
Limited Pension and Life Assurance Scheme (the “Scheme”), is
winding- up the Scheme.
Any creditor or beneficiary of the Scheme or any other person who
believes they have a claim against or interest in the Scheme is
requested to write the Trustee at the following address:
Trustee of the USAA Pension & Life Assurance Scheme
Zedra Governance Limited
FigFlex 6.12, 18 King William Street
London, EC4N 7BP
Or email us at: [email protected]
Claimants should provide full particulars of their claim (including their
name, address and date of birth and if applicable, when they worked
for USAA Limited (or an associated company)) within two months of
the date of publication of this notice (9 March 2023).
After this date, the Trustee will proceed to wind-up the Scheme and
secure benefits for any remaining beneficiaries, having regard only to
the claims and interests of which it has prior notice. The Trustee shall
not be liable to any person of whose claims and demands it has not
had notice.
Any person who has been contacted by the Trustee at their current
address or has already made a claim and received a response need
not re-apply to the Trustee.
Issued on behalf of Zedra Governance Limited on 9 March 2023.
MONEY
Corporate insolvency
NOTICES OF DIVIDENDS
16 January 2023
Company Number: SC129785
Registered in Scotland
NOTICE IS HEREBY GIVEN that, by an order dated 10 January 2023
(the "Order"), the Court of Session in Edinburgh (the "Court") has
directed that a meeting (the "Court Meeting") be convened of the
Scheme Shareholders (as defined in the Scheme referred to below) for
the purpose of considering and, if thought fit, approving (with or
without modification) a scheme of arrangement (the "Scheme")
pursuant to Part 26 of the Companies Act 2006 (the "Companies
Act") proposed to be made between Devro plc (the "Company"), a
public company incorporated in Scotland with company number
SC129785 and with its registered office at Moodiesburn, Chryston
G69 0JE, and the Scheme Shareholders (who are defined in the
Scheme) and that the Court Meeting will be held at The Westerwood
Hotel, St Andrews Drive, Cumbernauld G68 0EW on 16 February 2023
at 10.45 a.m.
At the Court Meeting, the following resolution will be proposed:
"THAT the scheme of arrangement dated 13 January 2023 (the
"Scheme"), between the Company and the holders of Scheme
Shares (as each defined in the Scheme), a copy of which has been
produced to this meeting and, for the purposes of identification,
initialled by the Chair of this meeting, in its original form or with or
subject to any modification, addition or condition agreed by the
Company and Bidco (as defined in the Scheme) and approved or
imposed by the Court, be approved and the directors of the Company
(or a duly authorised committee thereof) be authorised to take all such
actions as they may consider necessary or appropriate for carrying
the Scheme into effect."
Voting on the resolution will be by poll, which shall be conducted as
the Chair of the Court Meeting may determine. For the Court Meeting
(or any adjournment thereof) to be properly convened, a quorum of
two persons present in person or by proxy and entitled to vote on the
business to be transacted, each being a Scheme Shareholder, the
proxy of a Scheme Shareholder or (where the Scheme Shareholder is
a corporation) a duly authorised corporate representative, must be
present.
A copy of the circular (the "Circular") incorporating the Scheme and
the explanatory statement required to be furnished pursuant to
section 897 of the Companies Act has been published and is available
for Scheme Shareholders from the Company's website at
www.devro.com/investors/recommended-offer-for-devro/ and is being
sent to Scheme Shareholders. Further copies of the Circular may be
obtained by any Scheme Shareholder by contacting the Company's
registrar, Computershare Investor Services PLC ("Computershare")
at The Pavilions, Bridgwater Road, Bristol BS13 8AE or between 8.30
a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) on
0370 889 4050 or on +44 (0) 370 889 4050 if calling from outside the
UK.
By the Order, the Court has appointed Steve Good, whom failing,
Lesley Jackson, whom failing, Rutger Helbing, whom failing, Rohan
Cummings, whom failing, any other director of the board, to act as
chair of the Court Meeting, and has directed the Chair of the Court
Meeting to report the result thereof to the Court.
The Scheme is subject to the satisfaction, or where permitted, waiver,
of the Conditions (as defined in the Circular), including the approval of
the Scheme by Scheme Shareholders at the Court Meeting, the
passing of the Scheme Resolution (as defined in the Circular) at the
General Meeting (as defined in the Circular), and the subsequent
sanction of the Scheme by the Court and delivery or registration of
the Court Order with the Registrar of Companies.
Dated: 13 January 2023
Clifford Chance LLP Shepherd and Wedderburn LLP
10 Upper Bank Street, London,
E14 5JJ
1 Exchange Crescent,
Conference Square, Edinburgh
EH3 8UL
English solicitors for the
Company
Scottish solicitors for the
Company
Information for Scheme Shareholders
To be entitled to attend and vote at the Court Meeting (and for the
purpose of the determination by the Company of the votes they may
cast), Scheme Shareholders must be registered in the register of
members of the Company as at 6.00 p.m. on 14 February 2023 or, if
the Court Meeting is postponed or adjourned, 6.00 p.m. on the date
OTHER NOTICES
which is 48 hours (excluding any part of a day that is not a working
day) before the time fixed for any such postponed or adjourned
meeting. In each case, changes to the register of members of the
Company after 6.00 p.m. on the relevant date will be disregarded in
determining the right to attend and vote at the Court Meeting.
In the case of Scheme Shareholders who hold their Scheme Shares
jointly ("Joint Holders"), the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion of the
vote(s) of the other Joint Holder(s) and, for this purpose, seniority will
be determined by the order in which the names of the Joint Holder(s)
are included in the register of members of the Company (the first-
named being the most senior).
Any Scheme Shareholder that is a corporation may by resolution of its
directors or other governing body appoint one or more persons to act
as its corporate representatives at the Court Meeting, who may
exercise on its behalf all of its powers as a Scheme Shareholder
provided that: (i) only one corporate representative may be counted in
determining, under section 899(1) of the Companies Act, whether a
majority in number of the Scheme Shareholders has approved the
Scheme; and (ii) if they purport to exercise the power in the same way
as each other in respect of the same Scheme Shares, the power is
treated as exercised in that way and in other cases the power is
treated as not exercised. The Chair of the Court Meeting may require
a corporate representative to produce to the Company or its registrars
their written authority to attend, speak and vote at the Court Meeting
at any time before the start of the Court Meeting. The corporate
representative shall not be entitled to exercise the powers conferred
on them by the Scheme Shareholder until any such demand has been
satisfied.
Scheme Shareholders are entitled to appoint a proxy in respect of
some or all of their Scheme Shares. In order to be valid, a completed
and signed BLUE Form of Proxy (as defined in the Circular) for use at
the Court Meeting must be lodged with the Company's registrar,
Computershare, at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ
no later than 48 hours before the time appointed for the Court
Meeting or, in the case of a postponed or adjourned meeting, no later
than 48 hours before the time of the postponed or adjourned meeting,
all in accordance with the instructions printed on the Forms of Proxy.
Alternatively, a BLUE Form of Proxy for use at the Court Meeting may
be handed to the Chair of the Court Meeting, at the Court Meeting
before the start of the Court Meeting (or any adjournment thereof or
rescheduled meeting, if postponed).
As an alternative to completing and returning the printed BLUE Form
of Proxy for use at the Court Meeting, Scheme Shareholders may
register the appointment of a proxy electronically by logging on to the
following website: www.investorcentre.co.uk/eproxy. Full details of the
procedure are given on the website. For an electronic proxy
appointment to be valid, the appointment must be received by the
Company's registrar, Computershare no later than 10:45 a.m. on 14
February 2023 (or, in the case of a postponed or adjourned meeting,
not less than 48 hours prior to the time and date set for the
postponed or adjourned meeting). If you have not appointed a proxy
electronically by such time, you may complete the BLUE Form of
Proxy and hand it to the chair of the Court Meeting, at the Court
Meeting before the start of the Court Meeting (or any adjournment
thereof or rescheduled meeting, if postponed).
Scheme Shareholders who hold Scheme Shares through CREST and
who wish to appoint a proxy through the CREST Electronic Proxy
Service may do so for the Court Meeting and any adjournment(s)
thereof by using the procedures described in the CREST Manual. In
order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (the "CREST
Proxy Instruction") must be properly authenticated in accordance
with the specifications of Euroclear UK & International Limited
("Euroclear") and must contain the information required for such
instructions, as described in the CREST Manual. 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 Computershare (under CREST participant ID 3RA50) by 10.45 a.m.
on 14 February 2023 or, in the case of a postponed or adjourned
meeting, not later than 48 hours before the time of the postponed or
adjourned Court Meeting. For this purpose, the time of receipt will be
taken to be the time (as determined by the time stamp applied to the
message by the CREST Applications Host) from which
Computershare is able to retrieve the message by enquiry to CREST
in the manner required by CREST. After this time, any change of
instructions to proxies appointed through CREST should be
communicated to the appointee through other means. CREST
members and, where applicable, their CREST sponsors or voting
service provider(s) should note that Euroclear does not make available
special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the
input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a
CREST personal member or sponsored member or has appointed a
voting service provider(s), to procure that his or her CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system
by a particular time. For this purpose, CREST members and, where
applicable, their CREST sponsors or voting service provider(s) are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
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.
OTHER NOTICES
CHANGES IN CAPITAL STRUCTURE
REDUCTION OF CAPITAL - NOTICE OF APPLICATION TO THE
COURT
AIB GROUP (UK) P.L.C.
(Company No. NI018800)
Notice is hereby given that, on 15 December 2022, a Petition was
presented to the High Court of Justice in Northern Ireland, Chancery
Division (Companies) (the “Court”) by AIB Group (UK) P.L.C., a public
limited company incorporated and registered in Northern Ireland with
Company No. NI018800 and whose registered office address is at 92
Ann Street, Belfast, BT1 3HH (the “Company”), seeking an order of
the Court confirming the reduction of the issued share capital of the
Company (comprising a reduction in the issued share capital from
£2,384,000,000 to £596,000,000 by cancelling and extinguishing
capital to the extent of £0.75 on each issued fully paid up ordinary
share of £1.00 and reducing the nominal value of each issued fully
paid up ordinary share from £1.00 to £0.25) (the “Reduction of
Capital”), which was approved by a special resolution of the
Company passed on 30 March 2021.
On 9th January 2023, the Court ordered that (i) notice of the Petition
be advertised once in each of the Belfast Gazette, the Belfast
Telegraph and the News Letter and (ii) any person or body wishing to
object to the order shall file and serve evidence in support of such
objection by 4.00pm on 10 February 2023. Any such person may wish
to seek independent legal advice. In accordance with its practice, the
Court is also likely to consider any other objections which are made to
it, in writing or in person, at the hearing of the order to confirm the
Reduction of Capital. That hearing is expected to take place at the
Court on 24 February 2023 at 2.00pm. Should that date change, the
new date will be advertised on the website of the Company.
A copy of the said Petition will be furnished to any person requiring
the same by the under mentioned solicitors for the Company on
payment of the regulated charge for the same.
Carson McDowell LLP, Murray House, Murray Street, Belfast, BT1
6DN (Reference: LC/PMcG/C000004851)
COMPANIES RESTORED TO THE REGISTER
Notice is hereby given that on 6th January 2023 a Petition was
presented to the Court of Session, Edinburgh, by COLIN ALLEN, 8
Edgeworth Crescent, Sunderland, Tyne and Wear, SR6 9SE for an
Order in terms of Section 1029 of the COMPANIES ACT 2006 to
restore Walker Profiles (North East) Limited Company Number
SC270586 to the Register of Companies. In which Petition, Lord
Harrower, by Interlocutor 10th January 2023 appointed all persons
having an interest to lodge Answers with the Court of Session,
Edinburgh, within 21 days after such intimation, advertisement or
service.
Fraser Simpson
Digby Brown LLP
2 West Regent Street, Glasgow G2 1RW
Solicitor for Petitioner
In the Aberdeen Sheriff Court
No ABE-B817
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