16 Feb 2017 14:00
Chenavari Capital Solutions Limited (the Company)
16 February 2017
Notice of GM
The Company has published a circular (the Circular) setting out notice of a general meeting (the General Meeting) to be held at Old Bank Chambers, La Grande Rue, St Martin's, Guernsey, Channel Islands GY4 6RT on 15 March 2017 at 10 a.m.. The purpose of the General Meeting is to consider a recommended proposal to amend the Company's articles of incorporation to allow the compulsory redemption of Shares in connection with the return of unencumbered cash during the Company's realisation period (the Proposal).
1. Introduction
The Company announced on 13 December 2016 that, inter alia, from 1 January 2017 the Company would commence a realisation period which would include the return of unencumbered cash balances to Shareholders which arise from time to time on a timely basis and in a cost and tax efficient manner. It was also announced that the precise mechanism for a return of cash will depend upon the relevant factors prevailing at the time and will be at the discretion of the Board. It was expected that the Company would be in a position to commence capital returns no later than 30 April 2017.
Having received professional advice, the Board believes that it would be in the best interests of the Company to return cash to Shareholders principally by means of a series of compulsory partial redemptions of Ordinary Shares at Net Asset Value pro rata amongst all Shareholders. It is therefore proposed that the rights of the existing Ordinary Shares be varied so as to make them compulsorily redeemable at the option of the Company. Accordingly, at the General Meeting, it is proposed to adopt new articles of incorporation providing for these new rights to be attached to the Ordinary Shares.
The Directors recommend that Shareholders vote in favour of the Resolution at the General Meeting. The Proposal is conditional on the approval by Shareholders of the Resolution at the General Meeting. The Resolution to be proposed will result in the varying of the rights of the Ordinary Shares.
The details of the Proposal are set out in paragraph 2 below.
2. The Proposal
The Company is proposing, via the adoption of the New Articles, to vary the existing rights of the Ordinary Shares so that the Ordinary Shares shall be compulsorily redeemable under the conditions set out in Part 2 of the Circular.
A copy of the New Articles (including a copy marked up to show the changes from the Existing Articles) is available at the Company's website http://www.chenavaricapitalsolutions.com/documents/ and will also be made available for inspection at the offices of Morgan Sharpe Administration Limited, Old Bank Chambers, La Grande Rue, St Martin's, La Grande Rue, Guernsey, GY2 4YE Gowling WLG (UK) LLP, 4 More London, Riverside, SE1 2AU during normal business hours on any business day until the close of the General Meeting and will be available at the place of the General Meeting for at least 15 minutes prior to and until the conclusion of the General Meeting.
It is intended that the Board will declare on an ad hoc basis such compulsory partial redemptions of Ordinary Shares as it deems at its absolute discretion to be appropriate to return surplus capital to Shareholders on a timely basis and in a cost efficient manner.
The amount to be applied to each redemption of Ordinary Shares will be calculated after the deduction of associated costs of the redemption, which are not expected to be material. The redemption price per Ordinary Share is expected to be equal to the Company's last published estimate of Net Asset Value per Ordinary Share.
Each redemption will be effected pro rata to holdings of Ordinary Shares on the Company's register of members at the appropriate record date.
Fractions of shares produced by the applicable redemption ratio will not be redeemed and so the number of Ordinary Shares to be redeemed from each Shareholder will be rounded down to the nearest whole number of Ordinary Shares.
Payments of redemption proceeds are expected to be effected either through CREST (in the case of Ordinary Shares held in uncertificated form) or by cheque (in the case of Ordinary Shares held in certificated form).
It is expected that immediately following each redemption, the then current ISIN number for the Ordinary Shares will expire and a new ISIN number in respect of the remaining Ordinary Shares which have not been redeemed will be enabled and available for transactions.
3. First redemption of Shares.
Subject to approval of the Proposal by Shareholders, the Company expects to announce details of the first compulsory redemption of Shares shortly after the General Meeting.
4. General
A copy of the Circular has been submitted to the National Storage Mechanism (NSM) and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM
The Circular is also available to view on, and download from, the Company's website at http://www.chenavaricapitalsolutions.com/documents/. Neither the NSM website nor the Company's website nor the content of any website accessible from hyperlinks on those websites (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.
Further information in relation to the Company is available at:
http://www.chenavaricapitalsolutions.com/
Enquiries:
Chenavari Investment Managers
Kirstie Sumarno
Email: ccslir@chenavari.com
Telephone: +44 20 7259 3600
Fidante Capital
Robert Peel, Corporate Broking
Email: rpeel@fidante.com
Telephone: +44 20 7832 0983