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Cancellation Admission to Trading - Notice of EGM

28 Aug 2020 07:00

RNS Number : 3810X
Chenavari Capital Solutions Limited
28 August 2020
 

CHENAVARI CAPITAL SOLUTIONS LIMITED

 

CANCELLATION OF ADMISSION TO TRADING ON THE SPECIALIST FUND SEGMENT

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

28 August 2020

 

Chenavari Capital Solutions Limited ("CCSL" or the "Company") announces today that it has given notification to the London Stock Exchange plc (the "LSE") of its intention to cancel the admission of its ordinary shares (the "Shares") to trading on the Specialist Fund Segment of the main market of the LSE (the "Cancellation"). Under the LSE's Admission and Disclosure Standards, the Company must provide at least 20 business days' notice of the Cancellation to the LSE. Following the giving of the notification today the Cancellation will take effect at 7.00 a.m. (BST) on the 1 October 2020.

 

Background to the Cancellation

 

CCSL notified Shareholders in December 2017 that it would cease making new investments and would realise its portfolio in an orderly manner. Since that date, the Company has undertaken eleven pro rata compulsory redemptions of its Shares in order to return capital to shareholders with effect that as at 31 July 2020 the Company's market capitalisation has been reduced to £12,429,920. The Company has two further assets to realise and some residual holdbacks, however, due to the small size of the Company, the Directors have considered the total expense ratio of the Company and concluded that it is in the best interest of the Company and its Shareholders to cancel the admission of the Shares to trading on the Specialist Fund Segment effective from close of business on 30 September 2020.

 

Proposed further changes to the Company

 

The Directors have agreed to remove the current hedging that is in place from Euros to Sterling with effect from 1 October 2020 and it is proposed to convene an Extraordinary General Meeting of the Company to be held at 11 a.m. on 30 September 2020 (the "EGM") at which an ordinary resolution will be proposed to change the base currency of the Company from Sterling to Euros (the "Resolution"). If the Resolution is approved by Shareholders, the net asset value of the Company and net asset value per share will be calculated and published in Euros. In addition, subject to the Resolution being approved, further distributions to be made in relation to the Shares will be made in Euros. The net asset value and net asset value per share will be published in Euros on a quarterly basis with the first quarterly net asset value being as at 31 December 2020 and each quarter end thereafter.

 

If the Resolution is not passed it is the intention of the Directors for the net asset value to remain unhedged in Sterling, which will create the risk of currency volatility in the net asset value.

 

In an effort to reduce the Company's operating costs, the Board of Directors will be reduced to two members being Robert King and Rene Mouchotte with effect from 1 October 2020. We would like to thank Iain Stokes for his contribution to the Company over the last seven years. The Directors will monitor the other on-going operating costs of the Company closely and will seek to minimise costs during the remaining run down period where possible. Following the reduction of the Board to two members the Audit Committee will be disbanded as the remaining Directors will have responsibility for all matters in relation to the operation of the Company.

 

Principal effects of the Cancellation

The Shares will remain freely transferable following the Cancellation, however, the liquidity and marketability of the Shares will be limited and no facility is being implemented to facilitate secondary trading in the Shares following the Cancellation.

If Shareholders wish to buy or sell Shares on the LSE they must do so prior to the Cancellation. The Board is not making any recommendation as to whether or not Shareholders should buy or sell their Shares.

Whilst the Company's CREST facility will remain in place following the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Shares will remain transferable, they will cease to be transferable through CREST. In this instance, Shareholders who hold Shares in CREST will receive share certificates

In addition, the Company will no longer be required to comply with the Disclosure Guidance and Transparency Rules or the Market Abuse Regulation, although the Company intends to retain its current levels of corporate governance to ensure the Company continues to be managed appropriately.

The Company currently intends that it will continue to provide certain facilities and services to Shareholders that they currently enjoy as Shareholders. The Company will:

· continue to communicate selected information about the Company to its Shareholders; and

· continue, for at least 12 months following the Cancellation, to maintain its website, www chenavaricapitalsolutions.com and to post updates (where deemed necessary or appropriate) on the Company's website from time to time.

The Company will remain subject to the UK City Code on Takeovers and Mergers for a period of 10 years following the Cancellation.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

Expected timetable of principle events

Notice provided to the LSE of the proposed Cancellation

28 August 2020

Notice of EGM posted to Shareholders

2 September 2020

Latest time and date for receipt of proxy votes in respect of the EGM

11 a.m. on 28 September 2020

Record time and date for those Shareholders on the Register of Members entitled to attend and vote at the Extraordinary General Meeting

6.00 p.m. on 28 September 2020

Extraordinary General Meeting

11 a.m. on 30 September] 2020

Expected last day of dealing in the Shares on the LSE

30 September 2020

Expected time and date of Cancellation

7.00 a.m. (BST) on 01 October 2020

The Extraordinary General Meeting

The Resolution will be proposed at the EGM to be held at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands, GY1 4LY at 11 a.m. on 30 September 2020.

COVID-19

The Board cannot stress strongly enough its wish that Shareholders do not put themselves at risk of becoming infected with COVID-19 as a result of travelling to or attending the EGM.

With effect from 20 June 2020, the Guernsey Government implemented Phase 5 of its transitional plan to ease the stay at home and travel restrictions originally introduced on 25 March 2020 in light of COVID-19. Whilst restrictions within the Bailiwick of Guernsey have been eased, permitting gatherings to take place within the Bailiwick of Guernsey, the Guernsey Government has implemented a mandatory 14-day isolation period for people travelling to the island. In light of these restrictions, whilst Guernsey based Shareholders are permitted to physically attend the EGM, the Board would encourage Shareholders from outside of the Bailiwick of Guernsey not to attend the EGM but instead to appoint the Chairman of the EGM as your proxy in order to vote on the matters being considered at the meeting.

All votes on the Resolution contained in the Notice of EGM will be held by poll, so that all voting rights exercised by Shareholders who are entitled to do so at the EGM will be counted.

As the situation is developing rapidly, Shareholders should note that further changes may need to be put in place at short notice in relation to the EGM. Updates on the status of the EGM and any changes to the proceedings of the meeting will be notified by announcement through a regulatory information service.

In order to enable Shareholders to ask questions relating to the Resolution, you are requested to email any questions to the Company at chenavari@ocorian.com by no later than 5:00 p.m. on 27 September 2020. If, notwithstanding the above advice, you do intend to attend the EGM in person, you are requested to please contact the Company Secretary by email on chenavari@ocorian.com to confirm your attendance such that social distancing measures can be arranged and implemented.

A copy of the Notice of Extraordinary General Meeting is available on the Company's website www.chenavaricapitalsolutions.com

Recommendation

The Directors consider that the Resolution is in the best interests of the Company and its Shareholders as a whole.

 

Enquiries:

 

Chenavari Investment Managers

Sophie Porter

Email: ccslir@chenavari.com

Telephone: +44 20 7259 3600

 

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