HWSL.L Regulatory News (HWSL)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

10 August 2020

RECOMMENDED CASH ACQUISITION

OF

HWSI REALISATION FUND LIMITED

BY

CUBITT TRADE HOLDINGS LLC

to be effected by means of a scheme of arrangementunder Part VIII of the Companies (Guernsey) Law, 2008 (as amended)

On 22 July 2020, the board of directors of HWSI Realisation Fund Limited ("HWSIL") and Cubitt Trade Holdings LLC ("Bidco") announced that they had reached an agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of HWSIL (the "Acquisition") for 55.5 pence in cash for each share. It is intended that the Acquisition will be effected by means of a scheme of arrangement between HWSIL and the Scheme Shareholders under Part VIII of the Companies Law of Guernsey (the "Scheme").

The Board of HWSIL announces that the scheme document in relation to the Acquisition (the "Scheme Document") is being posted today and contains, amongst other things, a letter from the Chairman of HWSIL, an explanatory statement pursuant to Section 108 of Part VIII of the Companies Law of Guernsey, the full terms and conditions of the Acquisition, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Scheme Shareholders, together with the Forms of Proxy for the Meetings.

The Scheme Document will shortly be available free of charge (subject to certain restrictions relating to persons in certain overseas jurisdictions) on HWSIL's website at https://hadrianswallcapital.com/fund/ and will remain available for inspection during the period up to and including the Effective Date or the date on which the Scheme lapses or is withdrawn whichever is the earlier. The contents of such website are not incorporated into, and do not form part of, this announcement (the "Announcement").

Capitalised terms used in this Announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document.

Notices of the Court Meeting and General Meeting

As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme requires, amongst other things, the approval of a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting at the Court Meeting (or any adjournment of the Court Meeting) and HWSIL Shareholders will need to pass the Special Resolution to be proposed at the General Meeting.

Notices convening the Court Meeting and the General Meeting, both of which will be held at HWSIL's registered office at Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR on 1 September 2020, are set out in the Scheme Document. The Court Meeting will start at 10:00 a.m. on that date and the General Meeting will start at 10:15 a.m. on that date (or as soon thereafter as the Court Meeting has concluded or been adjourned). Forms of Proxy for use at the Court Meeting and the General Meeting are enclosed with the Scheme Document.

Following the Meetings, the Scheme must be sanctioned by the Court pursuant to Part VIII of the Companies Law of Guernsey at which point it will become effective.

The HWSIL Directors, who have been so advised by Winterflood (who is providing independent financial advice to the HWSIL Directors for the purposes of Rule 3 of the Takeover Code) as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. 

Accordingly, the HWSIL Directors unanimously recommend that all HWSIL Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting as the HWSIL Directors who hold HWSIL Shares have each irrevocably undertaken to vote or use all reasonable endeavours to procure votes in respect of their entire beneficial holdings of 224,436 HWSIL Shares, in aggregate, representing approximately 0.16 per cent. of HWSIL's shares in issue on Friday 7 August 2020 (being the latest practicable date prior to the date of the Scheme Document).

It is important that, for the Court Meeting in particular, as many Scheme Shareholders as possible attend and cast their votes (whether in person or by proxy) so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Scheme Shareholders are therefore strongly encouraged to complete and return the white Form of Proxy or appoint a proxy in accordance with the CREST Manual, if applicable, for the Court Meeting as soon as possible and, in any event, so as to be received by 10.00 a.m. on 27 August 2020, even if they intend to attend the Court Meeting in person.

The Scheme Document contains detailed information on the implications of Guernsey's Coronavirus Legislation for voting in person at the Court Meeting and General Meeting and attending the Court Hearing in person.

HWSIL Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Timetable

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service. All times shown in this Announcement are London times, unless otherwise stated.

[1] It is requested that white Forms of Proxy for the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting (excluding any part of a day that is not a Business Day). White Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting before the start of the Court Meeting. Please see "Action to be taken" in the Scheme Document.

2 Blue Forms of Proxy for the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting (excluding any part of a day that is not a Business Day). Blue Forms of Proxy may NOT be handed to the Chairman of the General Meeting at the General Meeting. Please see "Action to be taken" in the Scheme Document.

3 If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the day which is two days before the date set for such adjourned Meeting.

4 Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

5 These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions set out in the Scheme Document are satisfied or (if applicable) waived; and (ii) the Court sanctions the Scheme. HWSIL will give notice of the change(s) by issuing an announcement through a Regulatory Information Service. All HWSIL Shareholders have the right to attend the Court Hearing.

6 A copy of the order of the Court which sanctions the Scheme must be filed with the Guernsey Registry as promptly as practicable and in any event within seven days after the date on which it is made.

Information for HWSIL Shareholders

If you have any queries about the Scheme Document, the Court Meeting or the General Meeting or are in any doubt as to how to complete the Forms of Proxy, please contact the Registrar, Link Group at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

Winterflood (Financial Adviser to HWSIL) 020 3100 0000

Neil Langford / Neil Morgan

Bidco c/o finnCap

Russell Schreiber

finnCap (Financial Adviser to Bidco) 020 7220 0500

Henrik Persson / Giles Rolls / Matthew Radley

Crowell & Moring and Ogier (Guernsey) LLP are providing legal advice to Bidco. Bryan Cave Leighton Paisner LLP and Carey Olsen (Guernsey) LLP are providing legal advice to HWSIL.

Important notices relating to financial advisers

Winterflood is authorised and regulated in the United Kingdom by the FCA. Winterflood is acting as financial adviser exclusively for HWSIL and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than HWSIL for providing the protections afforded to clients of Winterflood nor for providing advice in relation to the potential transaction or any other matters referred to in this Announcement. Neither Winterflood nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Winterflood in connection with this Announcement, any statement contained herein or otherwise.

finnCap is authorised and regulated in the United Kingdom by the FCA. finnCap is acting as financial adviser exclusively for Bidco and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of finnCap nor for providing advice in relation to the potential transaction or any other matters referred to in this Announcement. Neither finnCap nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this Announcement, any statement contained herein or otherwise.

Important notice

This Announcement is for information purposes only and does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to the Acquisition or otherwise.

HWSIL and Bidco urge HWSIL Shareholders to read the Scheme Document because it contains important information relating to the Acquisition.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of any jurisdiction other than England and Wales or Guernsey (including Restricted Jurisdictions) into whose possession this Announcement comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of another jurisdiction to participate in the Offer or to vote their Scheme Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another person to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

This Announcement and the accompanying documents have been prepared in connection with proposals in relation to a scheme of arrangement which will be subject to the applicable requirements of the Companies Law of Guernsey, the Court (as a result of HWSIL being incorporated in Guernsey) and the GFSC (as a result of HWSIL being a registered closed-ended investment company in Guernsey), and with the applicable requirements of Guernsey law, the laws of England and Wales, the Code, the Panel, the London Stock Exchange, the Listing Rules and the FCA (as a result of HWSIL being listed on the London Stock Exchange). Information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales and Guernsey. Nothing in this Announcement or the accompanying documents should be relied on for any other purpose.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

HWSIL is a registered closed-ended investment company registered by the GFSC pursuant to The Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) and the Registered Collective Investment Schemes Rules 2018.

Notice to U.S. investors in HWSIL

The Acquisition relates to the shares of a Guernsey company and is being made by means of a scheme of arrangement provided for under Part VIII of the Companies Law of Guernsey. The Acquisition, implemented by way of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in Guernsey listed on the London Stock Exchange, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations.

Neither the SEC nor any U.S. state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

HWSIL is incorporated under the laws of Guernsey. In addition, some or all of its officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against HWSIL or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue HWSIL or its officers or directors in a non-US court for violations of the U.S. securities laws.

Forward-looking statements

This Announcement contains certain forward-looking statements with respect to Bidco and HWSIL. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Bidco or HWSIL, and (iii) the effects of government regulation on the business of Bidco or HWSIL. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of Bidco or HWSIL. By their nature, these forward-looking statements involve known and unknown risks, uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. None of Bidco, HWSIL, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

None of Bidco, HWSIL or their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them undertakes any intention or obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to Bidco or HWSIL or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No member of the PETRA Group, no member of the HWSIL Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for Bidco or HWSIL for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per HWSIL Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per HWSIL Share.

Publication on website

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.3 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge, on HWSIL's website at https://hadrianswallcapital.com/fund/ by no later than 12 noon on the Business Day following the date of this Announcement.

Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may also request that all future documents, announcements and information sent to that person in relation to the Offer should be in hard copy form. For persons who have received a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent to you unless you have previously notified the Registrar that you wished to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of this Announcement from HWSIL please contact the Registrar, Link Group at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.