TIDMAIS

RNS Number : 9773F

Alternative Invest. Strategies Ld

30 April 2014

Alternative Investment Strategies Limited (the "Company")

Publication of Circular in connection with proposed voluntary liquidation of the Company

30 April 2014

The Company has today posted a circular to shareholder (the "Circular") containing proposals for the members' voluntary liquidation of the Company.

Shareholders approved the realisation of the Company's assets in an orderly manner through a managed wind-down (the "Managed Wind-down", as further described in the circular to Shareholders dated 15 May 2013) in June 2013.

As part of the Managed Wind-down, the Company has undertaken three compulsory partial redemptions of Shares in August and November 2013 and February 2014, returning in aggregate, approximately GBP139.4 million to Shareholders. Following the Redemptions, the Net Asset Value of the Company, as at 28 April 2014, being the latest practicable date prior to the publication of the Circular, was approximately GBP10.85 million.

In light of the current small size of the Company and the fact that the Company's portfolio has been substantially realised, and the fixed costs of maintaining a listing, the Board considers that it is in the best interests of the Company and its Shareholders that the Company be placed into voluntary liquidation. Accordingly, the Board is putting forward to Shareholders the proposals described in the Circular. If the proposals are approved, the Company will also make an application to the UKLA for the cancellation of the admission of the Shares to listing on the UKLA Official List and to trading on the Main Market, and an application to the CISE for the cancellation of the admission of the Shares to listing on the CISE Official List.

The Proposals

Under the Proposals, the Company will be wound up voluntarily.

Subject to Shareholder approval, Alex Adam and Andy Isham of Deloitte LLP will be appointed as joint liquidators (the "Liquidators") to the Company and their remuneration shall be determined by the Company. Upon the appointment of the Liquidators, all powers of the Board will cease and the Liquidators will be responsible for the affairs of the Company until it is wound up. The Liquidators will establish a retention of such amount as they consider appropriate to meet the Company's estimated costs and expenses whilst in liquidation. It is estimated that the retention will amount to approximately GBP40,000. The Liquidators will wind up the Company in accordance with Guernsey law.

As at 30 April 2014, the Company held GBP10,471,152 of unencumbered cash (net of any liabilities, the costs of winding-up the Company and the Liquidators' retention of GBP40,000). In addition, settlement proceeds of approximately US$313,000 from the sale of certain illiquid investments may not be available in time for the Initial Distribution (as defined below), in which case it is expected to form the basis of either an interim distribution or the Final Distribution (as defined below).

The Liquidators will make an initial distribution of approximately GBP10.47 million (being 130.2 pence per Share) on or shortly after 30 May 2014 (the "Initial Distribution"). Thereafter, it is anticipated that the Liquidators will make a final liquidation distribution of the remaining surplus assets of the Company and Liquidators' retention (the "Final Distribution").

At any date following the date of the Initial Distribution but prior to the date of the Final Distribution, the Liquidators may (to the extent there is cash available), but shall not be obliged to, make any number of interim liquidation distributions to those Shareholders appearing on the register of members as at the Record Date. Other than the Initial Distribution which will be made to uncertificated Shareholders through CREST, all distributions will be paid by way of cheques drawn upon a UK clearing bank posted to the registered addresses of the Shareholders as at the Record Date. Such payments will be at the sole risk of the Shareholder concerned.

The Board has considered the fact that the distribution of any amount of less than GBP5 per Shareholder would be likely to be nullified by the administrative costs of making such distribution. Accordingly, the Board has resolved that any amount of less than GBP5 that would otherwise be paid to a Shareholder on an interim liquidation distribution shall be retained until the next interim liquidation distribution date, if any, on which it forms part of an amount owed to the Shareholder that is in excess of GBP5. If, at the date of the final liquidation distribution, there remains any amount of less than GBP5 that would otherwise be paid to a Shareholder, the Board has resolved that such amount shall be donated to charity.

The Company and, its investment manager, International Asset Management Limited (the "Investment Manager") have agreed that the Investment Manager will be paid up to 28 May 2014, that the Investment Manager's appointment will terminate immediately upon the passing of the Resolution at the EGM and that no termination fee will be payable by the Company in respect of such termination.

The Proposals are conditional upon Shareholders' approval of the Resolution.

Expected timetable

The anticipated dates and sequence of events relating to the implementation of the Proposals are set out below:

 
 Record Date for participation         10.30 a.m. on 26 May 2014 
  and voting in the EGM 
 Latest time and date for receipt        by 10.30 a.m. on 27 May 
  of Form of Proxy for the EGM*                             2014 
 Closing of the Company's register      6.00 p.m. on 27 May 2014 
  and Record Date for participation 
  in liquidation distributions 
 Suspension of listings and trading     7.30 a.m. on 28 May 2014 
  of the Shares 
 EGM                                   10.30 a.m. on 28 May 2014 
 Liquidators appointed                               28 May 2014 
 Announcement of the result of                       28 May 2014 
  the EGM 
 Cancellation of listing and trading    7.00 a.m. on 9 June 2014 
  of the Shares on the CISE 
 Cancellation of listings from          8.00 a.m. on 9 June 2014 
  the Official List and trading 
  of the Shares on the Main Market 
  of the LSE 
 

All references are to London time unless otherwise stated.

* Please note that the latest time for receipt of the Form of Proxy in respect of the EGM is 10.30 a.m. on 27 May 2014 or twenty-four hours prior to the time allotted for the adjourned meeting.

Costs of winding up

It is anticipated that the costs and expenses of liquidating the Company will be approximately GBP124,750. This includes the costs of administering the Company in liquidation and the costs of making the Initial and Final Distributions but excludes the Liquidators' retention.

Suspension and cancellation of listing and trading of the Shares

The Register will be closed at 6.00 p.m. on 27 May 2014 and the Shares will be disabled in CREST at the start of business on 28 May 2014 and, to be valid, all transfers must be lodged before that time. Applications will be made to the UKLA and CISE for suspension of listing of the Shares on the UKLA Official List and the CISE Official List, respectively, and applications will be made to the London Stock Exchange and CISE for suspension of trading in the Shares at 7.30 a.m. on 28 May 2014. The last day for dealings in the Shares on the London Stock Exchange and the CISE on a normal rolling three day settlement basis will be 22 May 2014. After 22 May 2014, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Registrars by close of business on 27 May 2014. The Record Date, being the date for determining which Shareholders are entitled to receive liquidation distributions, is close of business on 27 May 2014.

Transfers received after that time will be returned to the person lodging them and, if the Resolution is passed, the original holder will receive any proceeds from distributions made by the Liquidators.

If the Resolution is passed, the Company will make applications for the cancellation of the admission of the Shares to listing on the UKLA Official List and to trading on the Main Market, and to the CISE following the EGM with the cancellations expected to take effect at 8.00 a.m. and 7.00 a.m. respectively on 9 June 2014.

After the liquidation of the Company and the making of the Final Distribution to Shareholders (if any), existing certificates in respect of the Shares will cease to be of value and any existing credit of the Shares in any stock account in CREST will be redundant.

Extraordinary General Meeting

Pursuant to the Companies (Guernsey) Law, 2008 (as amended) (the "Companies Law"), Shareholder approval (by way of a special resolution i.e., a majority of not less than 75 per cent. of Shareholders present (in person or by proxy) and voting) is required to wind up the Company.

A Notice convening an EGM of the Company to be held at 10.30 a.m. on 28 May 2014 is set out in the Circular. The Resolution to be proposed at the EGM will be proposed as a special resolution. Shareholders should note that the vote will be taken by poll.

A quorum of two Shareholders present in person or by proxy being entitled to vote and holding between them at least 5 per cent. of the Company's issued share capital is required for the EGM. All persons holding Shares in the Company as at 10.30 a.m. on 26 May 2014, or if the EGM is adjourned, on the register of Shareholders of the Company 48 hours before the time of any adjourned EGM, shall be entitled to attend or vote at the EGM. The total number of Shares in issue, excluding Shares held in treasury, as at 30 April 2014 is 8,042,307.

Consequences of the Proposals not being approved

The Proposals are conditional on the passing of the Resolution and, if it is not passed, the Proposals will not be implemented. In these circumstances, the Company will continue in its current state and the Board would consult with Shareholders as to the future course of action.

Guernsey Regulatory Notification

The GFSC and CISE have been notified of the Proposals in respect of the Company in accordance with the requirements of the Authorised Closed-Ended Investment Schemes Rules 2008 and the CISE Listing Rules, respectively.

National Storage Mechanism

The Circular will be available on the National Storage Mechanism which is located at www.morningstar.co.uk/uk/NSM shortly. The Circular will also be available from the offices of the Company's administrator, Kleinwort Benson (Channel Island) Fund Services Limited, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT and published on the Company's website.

Capitalised terms shall have the meanings attributed to them in the Circular unless otherwise defined in this announcement.

Enquiries:

Alexander von Mühlen

International Asset Management Limited

Tel: +44 (0) 20 7734 8488

Matt Tostevin

Kleinwort Benson (Channel Islands) Fund Services Limited (Secretary)

Tel: +44 (0) 1481 710607

Lucy Lewis / Andrew Zychowski

Canaccord Genuity Limited (broker)

Tel: +44 (0) 20 7523 8000

Canaccord Genuity Limited, which is authorised and regulated by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the matters detailed in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity Limited or for affording advice in relation hereto, or any other matters referred to herein.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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