TIDMTRMA TIDMTRMU TIDMTTM
RNS Number : 1012V
Thames River Multi Hedge PCC Ltd
06 January 2012
RNS ANNOUNCEMENT
THAMES RIVER MULTI HEDGE PCC LIMITED
(a closed-ended umbrella investment protected cell company
incorporated with limited liability under the laws of Guernsey with
registered number 41511)
Background
The Company announced on 5 April 2011 that, following
consultation with certain of the Company's largest Shareholders, it
would be putting forward to Shareholders continuation proposals for
the Company's future in early 2012, which would include a liquidity
event for Shareholders.
Accordingly, and further to consultation with Shareholders, this
announcement sets out the Company's proposals with respect to the
continuation of the Company and the liquidity event for
Shareholders.
The proposals
Continuation vote
Shareholders will be given the opportunity to vote for the
Company to continue in existence as a closed ended investment
company at an EGM which is expected to be held on or around 8
February 2012. The continuation vote shall be proposed as an
ordinary resolution and accordingly will require the approval of a
simple majority of the votes cast at the EGM to be passed.
Subject to the approval of the continuation vote at the EGM, the
Company will propose a resolution in respect of the continuation of
the Company at the annual general meeting of the Company in 2013
and every three years thereafter.
Tender offer
Shareholders (other than restricted shareholders in any of the
following territories: Australia, Canada, Japan, South Africa and
the United States) will be given the opportunity to tender some or
all of their Shares (subject to the overall limits of the tender
offer) for purchase by Cenkos Securities on behalf of the Company,
subject to the restrictions set out below, at the tender price.
Under the terms of the tender offer, Shareholders (other than
restricted shareholders) will be entitled to tender up to their
basic entitlement (being 50 per cent. of the Shares they hold in
each class as at the record date which is currently expected to be
on or around 3 February 2012) and to tender additional Shares.
However, any such excess tenders above the basic entitlement will
only be satisfied to the extent that other Shareholders tender less
than their aggregate basic entitlement in respect of each class of
Shares and will be satisfied on a pro rata basis.
Shareholders who tender Shares will receive the tender price per
Share of the relevant class, being the NAV per Share of the
relevant class on 31 March 2012 (this being the tender date), less
their pro rata proportion of the fixed costs of the proposals and
less the costs of the tender offer including portfolio realisation
costs (which may include early redemption penalties or secondary
market discounts in respect of any of the underlying funds) and any
commission payable to Cenkos Securities.
The costs of the tender offer (to be borne by Shareholders who
elect to tender their Shares) are currently expected to be no more
than 5 per cent. of the NAV per Share of the relevant class on the
tender date, based on market conditions prevailing as at the date
of this document.
Shares will be tendered on the tender date at the tender price,
which is expected to be announced on or around 30 April 2012.
Payment of monies in respect of any successfully tendered
uncertificated Shares will made via CREST on or before 31 May 2012
and, in the case of successfully tendered certificated Shares, by
cheque on or around the week commencing 4 June 2012.
It is the Board's intention that the Company will fund the
tender offer predominantly through a pro rata redemption and/or
realisation of the Company's underlying portfolio holdings.
However, the Board will, in consultation with the investment
manager and in its absolute discretion, retain certain portfolio
holdings for the continuing portfolio and redeem and/or realise
underlying portfolio holdings on a basis other than pro rata,
taking into account the interests of Shareholders as a whole, the
anticipated costs of redemption and/or secondary market sales and
the liquidity profile of the Company's portfolio.
Tender applications will be rounded down to the nearest whole
number of Shares. The tender offer will only be available to
Shareholders appearing on the register of members as at the record
date and only in respect of Shares held by them at such time.
Details of how Shareholders will be able to tender Shares will
be set out in the circular to Shareholders which is expected to be
posted on or around 16 January 2012.
Shareholders should note that, once tendered, Shares may not be
switched, sold, transferred, charged or otherwise disposed of other
than in accordance with the tender offer.
Conditional tender offer
In addition to the tender offer, the Company may implement a
conditional tender offer in early 2013.
Subject to the passing of the continuation vote at the EGM, and
to the Company continuing to satisfy the solvency test requirements
under Guernsey laws, the conditional tender offer will be put to
Shareholders for their approval by early 2013 in the event that the
Company fails to deliver double digit NAV growth for the
performance period running from 1 November 2011 to 31 October
2012.
If implemented, the conditional tender offer will be for up to
100 per cent. of each of the Sterling Shares, Euro Shares and
Dollar Shares.
In the event that the Company delivers double digit NAV growth
for the performance period the Board shall nonetheless retain the
ability to offer the conditional tender offer at its absolute
discretion.
A further announcement, including the terms of any conditional
tender offer, will be made in due course and by no later than early
2013.
Reduced management fee & cost of the proposals
Subject to the continuation of the Company being approved by
Shareholders at the EGM, the investment manager has agreed to
reduce the management fee payable to it by the Company from 1.5 per
cent. to 1 per cent. on the NAV of the Company's portfolio, payable
monthly in arrears, for a period of 12 months following the date of
EGM.
Based on the estimated NAV of the Company's portfolio as at 30
November 2011 and assuming the tender offer is fully subscribed,
this reduction represents a saving of approximately GBP286,000 to
continuing Shareholders. This saving offsets the fixed costs
relating to the proposals of approximately GBP286,000, which are to
be borne by the Company.
Renewal of authority to purchase own Shares
In order that the Company may continue to purchase its own
Shares in the market, the Board will be seeking Shareholder
approval to renew the authority to make market acquisitions of up
to 14.99 per cent. of each of the Sterling Shares, Euro Shares and
Dollar Shares in issue as at the date of EGM.
Extraordinary General Meeting
Shareholders will be posted a circular setting out further
details of the above on or around 16 January 2012, subject to the
regulatory consents. The circular will set out the resolutions
requiring Shareholder approval including those in relation to the
continuation vote, tender offer, and renewal of the Company's
buyback authority.
It is currently expected that the EGM will be held on or around
8 February 2012.
Redemption Facility
In light of the proposals the Company will not be operating its
Redemption Facility in 2012, which will be suspended until further
notice.
Expected Timetable
Circular and Notice of EGM sent on or around 16 January
to Shareholders 2012
Record Date for participation in on or around 3 February
the Tender Offer 2012
Latest time and date for receipt on or around 6 February
of Forms of Proxy 2012
Latest time and date for receipt on or around 6 February
of Tender Forms and TTE Instructions 2012
EGM on or around 8 February
2012
Tender Date and calculation date the close of business on
for Tender Price 31 March 2012
Tender Price announced on or around 30 April 2012
CREST accounts credited with Tender on or around 31 May 2012
Offer consideration in respect of
uncertificated Shares sold under
the Tender Offer
Despatch of cheques for Tender Offer on or around the week commencing
consideration in respect of certificated 4 June 2012
Shares sold under the Tender Offer
Enquiries:
Thames River Capital LLP
Michael Warren Tel: +44 (0) 20 7360 1370
Cenkos Securities plc
Dion Di Miceli Tel: +44 (0) 20 7397 1921
Charlie Ricketts Tel: +44 (0) 20 7397 1910
Northern Trust International Fund Administration Services
(Guernsey) Limited
Fraser Hiddelston Tel: +44 (0) 1481 745738
The Company is an authorised closed-ended investment scheme
domiciled in Guernsey. As an existing closed-ended fund the Company
is deemed to be granted an authorisation declaration in accordance
with section 8 of the Protection of Investors (Bailiwick of
Guernsey) Law 1987, as amended and rule 6.02 of the Authorised
Closed-ended Investment Schemes Rules 2008 on the same date as the
Company obtained consent under the Control of Borrowing (Bailiwick
of Guernsey) Ordinance 1959 to 1989.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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