Update on Annual General Meeting (9245D)
23 Maggio 2012 - 10:19AM
UK Regulatory
TIDMSED
RNS Number : 9245D
Saltus European Debt Strategies Ltd
23 May 2012
SALTUS EUROPEAN DEBT STRATEGIES LIMITED
(The "Company") (Registered in Guernsey - Number 46912)
Registered Office:
2(ND) FLOOR, REGENCY COURT, GLATEGNY ESPLANADE,
ST PETER PORT, GUERNSEY GY1 3NQ
TELEPHONE: +44 1481 720321 FACSIMILE: +44 1481 716117
E-MAIL: Funds@bfgl.com
For immediate Release 23 May 2012
---------------------- ------------
Update on Annual General Meeting and Proposed Managed
Wind-down
In the Saltus European Debt Strategies Limited's (the "Company"
or "SEDS") recently published annual accounts for the year ended 31
December 2011, the Board confirmed its intention to:
"present a vote at the forthcoming Annual General Meeting to
consider the Company's future. Accordingly, a special resolution
will be proposed at the Annual General Meeting to this effect."
The Board remains committed to putting such a resolution to
Shareholders. However, since the announcement of the results, the
Board has been approached by a major unconnected institutional
investor ("the New Investor") who has indicated its desire to
purchase a significant stake in the Company and that it would be
supportive of a continuing share class which would have an amended
investment objective, focused on acquiring and actively managing
secondary hedge fund positions, of a predominantly credit and
distressed orientated nature, from distressed sellers.
Subject to this development, the Board announces that it intends
to propose a restructuring of the Company, pursuant to which
shareholders would be able to elect to participate in one of two
classes:
Option A: a share class which would involve the managed
wind-down of those shareholders' pro rata share of the Company's
portfolio, as originally envisaged ("the Run-off Class"); and
Option B: a continuing share class with an amended investment
objective as described above ("the Continuation Class"). It is
envisaged that the Continuing Class would have a limited investment
period of two years, with a potential extension period of a further
year, subject to shareholder approval. After this period the assets
would be realised and capital returned.
The creation of the Continuation Class would be subject, inter
alia, to Shareholders accounting for at least 40% of the Company's
shares electing to go into this class. Furthermore, the maintenance
of the Continuation Class would also be conditional upon the
Company subsequently raising a minimum of GBP30m of new capital for
this class by the end of 2012.
In the event that either of these conditions are not fulfilled,
or that in the Board's judgment they are unlikely to be fulfilled,
then the Board would intend to propose that the entire Company is
wound down.
The Board does not envisage that the shareholders opting for the
Run-Off Class would be negatively impacted, or that the orderly
realisation of their pro rata share of the portfolio would be
impeded in any way by the creation of the Continuation Class,
whereas they should benefit from an improved total expense ratio
and share liquidity if the new capital raise is successful.
Revised Timetable
Owing to this material change in circumstance, the Board is now
working with its advisers to prepare revised proposals to put to
Shareholders at the Annual General Meeting. A circular will be
posted as soon as possible and in order to ensure that any delay
arising does not impact upon the Company's ability to return cash
to shareholders, the Company will place redemption orders on those
holdings which have near term availability.
George Baird, Chairman of SEDS, commented:
"The Board has long been committed to providing shareholders
with the opportunity to vote on whether to wind down the Company
and, in the absence of alternative proposals, had anticipated to
recommend this course of action at the forthcoming AGM. The
proposals outlined have the merit that they will allow those who
wish to have it the ability to exit as if a winding down had been
approved, whilst offering those who believe there is an attractive
opportunity investing in secondary hedge fund positions the ability
to do so as well, subject to the Company being able to raise
sufficient funds to achieve critical mass."
Enquiries:
Jon Macintosh
Saltus Partners LLP
+44 20 7499 0200
Ed Gascoigne-Pees
FTI Consulting Group Ltd
+44 20 7269 7132
This information is provided by RNS
The company news service from the London Stock Exchange
END
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