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Notice of EGM

4 Sep 2020 14:00

RNS Number : 0909Y
Chenavari Capital Solutions Limited
04 September 2020
 

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

If you have sold or otherwise transferred all your Shares in Chenavari Capital Solutions Limited (the "Company"), please forward this document and the accompanying Form of Proxy at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

 

CHENAVARI CAPITAL SOLUTIONS LIMITED

(a closed-ended investment company incorporated in Guernsey and registered with number 56977)

(the "Company")

 

 

Directors: Registered office:

Rob King (Chairman) Floor 2

René Mouchotte Trafalgar Court

Iain Stokes Les Banques

St Peter Port

Guernsey

GY1 4LY

2 September 2020

Dear Shareholder

NOTICE OF EXTRAORDINARY GENERAL MEETING TO PROPOSE A RESOLUTION TO CHANGE THE BASE CURRENCY OF COMPANY FROM STERLING TO EUROS

This document contains the notice for the forthcoming extraordinary general meeting of the Company (the "Meeting") and the resolution to be proposed at that Meeting (the "Resolution"), which is to be held on 30 September 2020 at 11.00 am. Enclosed with this document is a Form of Proxy for use at the Meeting.

EXTRAORDINARY General Meeting

The business of the Meeting is to propose that the base currency of the Company be changed from Sterling to Euros with effect from 1 October 2020.

Further to the announcement by the Company dated 28 August 2020 notifying Shareholders of the intended cancellation of the Company's shares from admission to trading on the Specialist Fund Segment of the London Stock Exchange, the Directors are seeking the approval of Shareholders to amend the base currency of the Company, owing to the remaining assets of the Company being held in Euros. The Directors have resolved to remove the current hedging from Euros to Sterling with effect from 1 October 2020. By changing the base currency of the Company to Euros, this will remove the volatility created by being unhedged in Sterling.

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.

The removal of the hedging will enable the Company to distribute additional capital to Shareholders which is currently being held as margin.

 

Notice of Extraordinary General Meeting

Shareholders will find set out at the end of this document a notice convening the Meeting to be held at 11.00 am on 30 September 2020 at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY at which time the Resolution will be proposed.

Action to be taken

Shareholders will find enclosed a form of Proxy (the "Form of Proxy") for use in connection with the Meeting. Whether or not you intend to be present at the Meeting (and the Board would strongly recommend that you are not), you are asked to complete the Form of Proxy in accordance with the instructions printed thereon and return it (by post or hand) to Link Asset Services, PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, as soon as possible and, in any event, no later than 11:00 a.m. on 28 September 2020, being 48 hours (not counting any part of a day that is not a working day as defined in the Companies Law) before the time appointed for the holding of the Meeting. The Form of Proxy is pre-paid and can be posted free of charge from inside the United Kingdom.

If you hold Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Link Market Services (ID RA10), so that it is received no later than 11:00 a.m. on 28 September 2020.

The completion of a Form of Proxy or the giving of a CREST Proxy Instruction will not prevent you from attending the Meeting and voting in person (in substitution for your proxy vote) if you wish to do so and are so entitled, but in light of COVID-19 the Board would encourage you not to attend the Meeting.

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 Meeting, the Board would encourage Shareholders from outside of the Bailiwick of Guernsey not to attend the Meeting but instead to appoint the Chairman of the Meeting 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 Extraordinary General Meeting will be held by poll, so that all voting rights exercised by Shareholders who are entitled to do so at the Meeting 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 Meeting. Updates on the status of the Meeting 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 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 Meeting 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.

Recommendation

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

Yours faithfully

 

 

Rob King

Chairman

 

CHENAVARI CAPITAL SOLUTIONS LIMITED

(a non-cellular investment company incorporated in Guernsey and registered with number 56977)

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of Chenavari Capital Solutions Limited (the "Company") will be held at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey on 30 September 2020 at 11.00 am for the purpose of considering and, if thought fit, passing the following ordinary resolution:

 

 

Ordinary Resolution

 

To amend the base currency of the Company from Sterling to Euros with effect from 1 October 2020.

 

 

 

Dated: 2 September 2020

 

By order of the Board Registered office:

Ocorian Administration (Guernsey) Limited Floor 2

Company Secretary Trafalgar Court

Les Banques

St Peter Port

Guernsey

GY1 4LY

 

 

 

Notes to the Notice of Extraordinary General Meeting

1. A Shareholder entitled to attend and vote may appoint a proxy to attend, speak and vote instead of him/her. A Shareholder may appoint more than one proxy in relation to the Extraordinary General Meeting provided that each proxy is appointed to exercise the rights attached to a different Share held by the Shareholder. A proxy need not be a Shareholder of the Company.

2. To appoint more than one proxy to vote in relation to different Shares within your holding you may photocopy the Form of Proxy. Please indicate the proxy holder's name and the number of Shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of Shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned together in the same envelope.

3. Forms of Proxy duly completed, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited with Link Asset Services at PXS1, The Registry, 34 Beckenham Road, Beckenham, BR3 4ZF, not later than 11:00 a.m., on 28 September 2020 or not less than forty eight hours before the time appointed for the holding of any adjourned Extraordinary General Meeting or, in the case or a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of a poll.

4. A Form of Proxy is included for use by Shareholders to complete, sign and return. Completion and return of the Form of Proxy will not prevent a Shareholder from subsequently attending the Extraordinary General Meeting or any adjournments and voting in person if he/she so wishes.

5. Entitlement to attend and vote at the Extraordinary General Meeting (or any adjournment thereof) and the number of votes which may be cast thereat will be determined by reference to the Company's register of Shareholders as at 6.00 p.m. on 28 September 2020.

6. To allow effective continuation of the meeting, if it is apparent to the Chairman that no Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, the Chairman may appoint a substitute to act as proxy in his stead for any Shareholder provided that such substitute proxy shall vote on the same basis as the Chairman.

7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Extraordinary General Meeting to be held on the above date and any adjournment(s) thereof by using the procedures described in the CREST manual (the "CREST Manual"). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

8. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (the CREST ID is RA10) by the latest time(s) for receipt of proxy appointments specified in the notice of the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company's agent is liable to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

9. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take, (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor's or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST systems and timings.

10. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

11. An ordinary resolution requires a simple majority of votes cast to be in favour of it to be passed.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
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