TIDMBGHS
Boussard & Gavaudan Holding Limited
(the "Company")
a closed-ended investment company incorporated with limited
liability under the laws of Guernsey with registration number
45582
Legal Entity Identifier: 5493002XNM3W9D6DF327
Publication of Circular and Notices of Extraordinary General
Meeting and Class Meetings
As announced by the Company on 24 July 2023, after extensive
consultation with its Investment Manager, Boussard & Gavaudan
Investment Management LLP (the "Investment Manager"), and its
advisers and certain shareholders, the board of directors of the
Company (the "Board") has decided to put forward proposals to the
Company's shareholders ("Shareholders") for a managed wind-down of
the Company (the "Managed Wind-down").
A circular (the "Circular") containing details of the proposals
in respect of the Managed Wind-down (the "Proposals") and convening
an extraordinary general meeting (the "Extraordinary General
Meeting" or "EGM") and separate class meetings of holders of Euro
Shares (the "Euro Class Meeting") and Sterling Shares (the
"Sterling Class Meeting" and, together with the Euro Class Meeting,
the "Class Meetings") has been published today and has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at
https://www.globenewswire.com/Tracker?data=DcBgdprS5x177chvildJwphYjl9BAEoNDpiSzEBEqnBiy_Eo4XxswsBFjYhUOUGTt5a0FByUkOvYaNWvU23ftN2KldHMs0CMF64dEcGinaKSE-cpSeIaE7suVpBb5GQZi4w41Vp45EApO75IIMksmSUzVR8JJrkbWcBy3qPNAqOHTEPfVgF3nP2HUm2WQ7Cq
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Circular is also available on the Company's website:
https://www.bgholdingltd.com/shareholder.php.
This announcement provides a summary of the information set out
in the Circular and Shareholders should refer to the Circular for
full details of the Proposals.
Details of the proposed Managed Wind-down
Should the Managed Wind-down be approved by Shareholders, it
will not result in the immediate liquidation of the Company.
Instead, the Board intends to work with the Investment Manager to
implement an orderly realisation of the Company's underlying assets
in a manner consistent with the liquidity of the Company's
portfolio. The Board expects the orderly realisation to be
completed by the end of 2024, following which the net realisation
proceeds will be returned to Shareholders (whether pursuant to the
Rollover Option or the Cash Exit, as described below).
Pursuant to the Managed Wind-down, the Board intends to offer to
eligible Shareholders the option to elect to rollover all or part
of their investment in the Company into new shares in a sub-fund of
BG Eire ICAV, managed by the Investment Manager, or such other
vehicle as may be considered suitable by the Board and the
Investment Manager (the "BG Rollover Fund") (the "Rollover
Option"). The Board understands that, irrespective of the Proposals
for the Company, the Investment Manager (and the wider Boussard
& Gavaudan Group) remains committed to its investment
management business and will continue to manage a range of
investment products including alternative, private and mutual funds
focussed on multi-strategy, convertible bonds and private
credit/direct lending. The Rollover Option is therefore intended to
provide eligible Shareholders the flexibility to remain invested in
a vehicle managed by the Investment Manager's group.
Shareholders who do not or are not eligible to elect for the
Rollover Option shall instead receive cash pursuant to a full cash
exit prior to the Company formally entering into liquidation (the
"Cash Exit").
A Shareholder circular containing details of the proposed
Rollover Option (including the full eligibility requirements for
investment in the BG Rollover Fund, which will include a minimum
subscription amount of EUR500,000 or its currency equivalent) and
the Cash Exit, together with election forms for eligible
Shareholders wishing to participate in the Rollover Option, is
expected to be published in the second half of 2024.
Extraordinary General Meeting and Class Meetings
The purpose of the Extraordinary General Meeting and the Class
Meetings (the "Meetings") is to allow the Shareholders to consider
and, if thought fit, pass resolutions (the "Resolutions") which
seek Shareholders' approval to:
(i) amend the Company's Investment Objective and Policy in order for the Company to follow the Managed Wind-down process set out in the Circular;
(ii) convert the Shares into ordinary shares that are redeemable at the option of the Company, to allow for the net realisation proceeds of the assets realised in accordance with the Managed Wind-down (less expenses and the costs of subsequently de-listing and liquidating the Company) to be returned to Shareholders pursuant to the Rollover Option or the Cash Exit by way of a pro rata redemption of their Shares, as described in more detail in the Circular; and
(iii) amend the articles of incorporation of the Company to allow the Directors to carry out compulsory redemptions of Shares, as described in more detail in the Circular.
The EGM will be held at Ground Floor, Dorey Court, Admiral Park,
St Peter Port, Guernsey GY1 2HT at 11.30 a.m. on 28 September 2023.
The Euro Class Meeting and Sterling Class Meeting will be held at
the same venue on the same date at 11.45 a.m. and 12.00 p.m.
respectively.
The notices of the Meetings, which include the full text of the
Resolutions, are set out in Part II, Part III and Part IV of the
Circular.
Action to be taken by Shareholders
Whether or not you intend to be present at the Meetings, you are
requested to complete, sign and return the relevant forms of proxy
enclosed with the Circular, in accordance with the instructions
printed thereon, so as to be received: (i) in respect of Euro
Shares held via Euroclear Nederland, electronically by Van Lanschot
Kempen N.V., Beethovenstraat 300, attn T&S/OS/Agency Services
L11, 1077 WZ Amsterdam, the Netherlands (by e-mail at
proxyvoting@vanlanschotkempen.com or by fax at +31 20 348 9549); or
(ii) in respect of Shares held in CREST and Shares held in
certificated form, by email to registrars@jtcgroup.com or by post
or by hand to JTC Registrars Limited, Ground Floor, Dorey Court,
Admiral Park, St Peter Port, Guernsey GY1 2HT, as soon as possible
but in any event so as to arrive not later than 48 hours before the
time appointed for the Extraordinary General Meeting or relevant
Class Meeting (or at any adjournment of such meetings), as
applicable.
The lodging of a form of proxy will not prevent a Shareholder
from attending the Extraordinary General Meeting or relevant Class
Meeting and voting in person if they so wish.
Recommendation
The Board considers that the Proposals are in the best interests
of the Company and its Shareholders as a whole. The Board
recommends that:
-- all Shareholders vote in favour of the Resolutions to be proposed at the
Extraordinary General Meeting; and
-- the Euro Shareholders and the Sterling Shareholders vote in favour of the
Resolutions to be proposed at the Euro Class Meeting and the Sterling
Class Meeting, respectively.
The Directors intend to vote in favour of all Resolutions in
respect of their own beneficial holdings of Shares, including
Shares held by persons closely associated with them, which, in
aggregate, amount to 7,727 Shares, representing approximately 0.004
per cent. of the total voting rights in the Company.
Expected timetable of events
Record date for participation and Close of business on 26 September
voting at the Extraordinary General 2023
Meeting and Class Meetings
Latest time and date for receipt 11.30 a.m. on 26 September
of Forms of Proxy for the Extraordinary 2023
General Meeting
Latest time and date for receipt 11.45 a.m. on 26 September
of Forms of Proxy for the Euro Class 2023
Meeting
Latest time and date for receipt 12.00 p.m. on 26 September
of Forms of Proxy for the Sterling 2023
Class Meeting
Extraordinary General Meeting 11.30 a.m. on 28 September
2023
Euro Class Meeting 11.45 a.m. on 28 September
2023
Sterling Class Meeting 12.00 p.m. on 28 September
2023
Announcement of results of the Extraordinary 28 September 2023
General Meeting and Class Meetings
For further information please contact:
Boussard & Gavaudan Investment Management, LLP
Emmanuel Gavaudan
+44 20 3751 5389
JTC Fund Solutions (Guernsey) Limited
Secretary
+44 (0) 1481 702400
29 August 2023
Website: www.bgholdingltd.com
The Company is established as a closed-ended investment company
domiciled in Guernsey. The Company has been authorised by the
Guernsey Financial Services Commission as an authorised
closed-ended investment scheme. The Company is registered with the
Dutch Authority for the Financial Markets as a collective
investment scheme pursuant to article 2:73 in conjunction with 2:66
of the Dutch Financial Supervision Act (Wet op het financieel
toezicht). The shares of the Company (the "Shares") are listed on
Euronext Amsterdam. The Shares are also listed on the Official List
of the UK Listing Authority and admitted to trading on the London
Stock Exchange plc's main market for listed securities.
This is not an offer to sell or a solicitation of any offer to
buy any securities in the United States or in any other
jurisdiction. This announcement is not intended to and does not
constitute, or form part of, any offer or invitation to purchase
any securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.
Neither the Company nor BG Fund, a sub-fund of BG Umbrella Fund
plc, has been, and neither will be, registered under the US
Investment Company Act of 1940, as amended (the "Investment Company
Act"). In addition the securities referenced in this announcement
have not been and will not be registered under the US Securities
Act of 1933, as amended (the "Securities Act"). Consequently any
such securities may not be offered, sold or otherwise transferred
within the United States or to, or for the account or benefit of,
US persons except in accordance with the Securities Act or an
exemption therefrom and under circumstances which will not require
the issuer of such securities to register under the Investment
Company Act. No public offering of any securities will be made in
the United States.
You should always bear in mind that:
-- all investment is subject to risk;
-- results in the past are no guarantee of future results;
-- the investment performance of BGHL may go down as well as up. You may not
get back all of your original investment; and
-- if you are in any doubt about the contents of this communication or if
you consider making an investment decision, you are advised to seek
expert financial advice.
This communication is for information purposes only and the
information contained in this communication should not be relied
upon as a substitute for financial or other professional
advice.
END OF ANNOUNCEMENT
Attachments
-- BGHL - EGM - Managed Wind-Down Circular (FINAL 29.08.2023)
https://ml-eu.globenewswire.com/Resource/Download/15f4d7f3-2292-4e20-ae8b-a02a81676ebc
-- EGM Proxy Form re Euroclear Nederland 2023
https://ml-eu.globenewswire.com/Resource/Download/fdba317b-6d81-4c02-9be6-31e46b6d6ebf
-- Class Meeting Proxy Form - Euroclear Nederland 2023
https://ml-eu.globenewswire.com/Resource/Download/36a8e497-ed57-4cc9-9f84-b579f963b8dc
-- EGM Proxy Form re Sterling Shares 2023
https://ml-eu.globenewswire.com/Resource/Download/a166e25f-b7ec-4d2c-b6c3-66cf1c875e65
-- Class Meeting Proxy Form - Sterling Shares 2023
https://ml-eu.globenewswire.com/Resource/Download/5eee1cb1-856a-45ed-8d6e-cc1822325a84
-- Class Meeting Proxy Form - Euro Shares held in certificated form 2023
https://ml-eu.globenewswire.com/Resource/Download/ee43a475-62ea-44fd-955b-6b40a5621456
-- EGM Proxy Form re Euro shares held in Certificated form 2023
https://ml-eu.globenewswire.com/Resource/Download/72998d6b-c013-462b-9c3a-e46b6c32a5ac
(END) Dow Jones Newswires
August 29, 2023 12:15 ET (16:15 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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