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

9 September 2020

RECOMMENDED CASH ACQUISITION

OF

HWSI REALISATION FUND LIMITED ("HWSIL")

BY

CUBITT TRADE HOLDINGS LLC ("Bidco")

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

Scheme of Arrangement becomes Effective

HWSIL and Bidco are pleased to announce that at a hearing held earlier today the Royal Court of Guernsey has sanctioned the scheme of arrangement under Part VIII of the Companies Law of Guernsey (the "Scheme") to effect the recommended cash acquisition by Bidco of the entire issued and to be issued share capital of HWSIL. All conditions to the Scheme have now been satisfied or waived and the Scheme has now become Effective in accordance with its terms.

Suspension of trading

The listing of HWSIL Shares on the premium equity closed ended investment funds listing segment of the Official List and admission to trading of HWSIL Shares on the London Stock Exchange's Main Market were suspended with effect from 7.30am today.

Cancellation of listing and trading

HWSIL has made an application to the FCA to cancel the listing of HWSIL Shares on the Official List and to the London Stock Exchange to cancel trading of HWSIL Shares on the Main Market. These cancellations are expected to take effect at 8.00am (London time) on 10 September 2020.

Settlement

HWSIL Shareholders' cash consideration under the terms of the Scheme will be settled or despatched by no later than 23 September 2020.

General

Capitalised terms used in this announcement, unless otherwise defined, have the same meaning as set out in the Scheme Document published on 10 August 2020.

All times shown in this Announcement are London times, unless otherwise stated. If any of the dates/times set out in this announcement change, an announcement will be made through a Regulatory Information Service.

Enquiries:

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.

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. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement and the related 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 related documents should be relied on for any other purpose.

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.

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.