TIDMBBTS
RNS Number : 0111D
BlueCrest BlueTrend Limited
21 October 2015
BlueCrest BlueTrend Limited
21 October 2015
Recommended proposals for a voluntary winding up of the
Company
Introduction
BlueCrest BlueTrend Limited (the "Company") is today posting a
Circular to Shareholders in connection with proposals for a
voluntary winding up of the Company.
The Company announced on 16 October 2015 that it would be
putting forward proposals for its Winding Up. The Company is now
writing to Shareholders to convene the EGM on 17 November 2015 at
10.00 a.m., the sole business of which will be to consider a
proposal for the Winding Up of the Company (the "Proposal").
Background
The Company launched in March 2012 raising net proceeds of
GBP163.4m through the issue of 105.2m Sterling Shares and 94.8m US$
Shares. The Company pursues its investment objective by principally
investing its assets in the Feeder Funds, which in turn invest in
the Master Funds.
At the Company's launch the Directors instigated a discount
control policy under which, subject to sufficient portfolio
liquidity, the Company would buy back Shares of a particular class
if they trade at a discount of two per cent. or more to the latest
published Net Asset Value per Share of the relevant class. Under
this policy the price at which Shares are repurchased may be at a
discount wider than two per cent. to reflect market volatility.
The Company has actively used its repurchase authority to buy
back Shares. However, the ability of the Company to repurchase its
Shares during the first half of 2014 was limited both by available
cash and Shareholder authority. As a result of these limitations
and the challenging environment experienced by systematic trading
strategies over recent years, which has triggered a sentiment
change for the broader systematic trend following universe, the
Sterling Shares were trading at a 7.3 per cent. discount to the
latest published NAV per Sterling Share and the US$ Shares were
trading at a 5.1 per cent. discount to the latest published NAV per
US$ Share, each as at 25 April 2014.
Accordingly the Company put forward proposals for a tender offer
in June 2014 for up to 100 per cent. of each class of Share in
issue at a two per cent. discount to NAV, less costs (the "Tender
Offer"). The Tender Offer resulted in the Company repurchasing 63.7
per cent. of its Sterling Shares and 68.0 per cent. of its US$
Shares. The remaining US$ Shares were subsequently converted into
Sterling Shares as they no longer satisfied the "public hands" test
set out in Listing Rule 6.1.19(4)R.
Following completion of the Tender Offer, the Company had net
assets of c. GBP45m, triggering a continuation vote in early 2015
as its average monthly NAV for each of October, November and
December 2014 was less than US$100m. The continuation vote was put
to Shareholders in March 2015 and subsequently passed.
The Company has traded at a narrow discount, or premium, during
the majority of 2015 and its NAV is up 1.1 per cent. year to-date
(as at 9 October 2015, the latest practicable date prior to
publication of the Circular); the Shares are up 4.5 per cent. (as
at 20 October 2015). In 2014, its NAV total return was 16.4 per
cent., following negative performance of -11.4 per cent. in
2013.
However, notwithstanding the Company's improved performance
since 2013 and general support for Systematica, the investment
manager of the Feeder Funds, and the strategy, investors seeking
exposure to a systematic trading strategy continue to have concerns
about the size of the Company and also the Share discount
volatility.
As at the close of business on 9 October 2015 (the latest
practicable date prior to the publication of the Circular) the
Company's unaudited estimated Net Asset Value was GBP37.07m
(equivalent to a Net Asset Value per Share of GBP1.0508.
In light of uncertainty regarding whether the Company's NAV will
increase and given that an absence of such an increase will trigger
a further continuation vote in 2016, the Directors believe that it
is in Shareholders' best interests to now propose that the Company
be wound up voluntarily by voluntary winding up.
Winding Up
It is proposed that the Company be wound up voluntarily by
voluntary winding up in accordance with section 391(1)(b) of the
Companies Law and that Stuart Gardner of Ernst & Young LLP,
Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 4AF
and Patrick Brazzill of Ernst & Young LLP, 1 More London Place,
London, SE1 2AF be appointed as joint liquidators of the Company
(the "Liquidators"). In addition, it is proposed that the
remuneration of the Liquidators be fixed on the basis of the time
spent by the Liquidators and members of their staff in attending to
matters arising prior to and during the Winding Up. The payment of
fees and expenses (other than in respect of accrued fees and
expenses) to the Directors will cease from the appointment of the
Liquidators and no payments for loss of office will be made.
The Winding Up will commence immediately upon the passing of the
Winding Up Resolution to be proposed at the EGM.
If Shareholders vote in favour of the Winding Up Resolution, the
Liquidators will set aside sufficient assets in a liquidation fund
(the "Liquidation Fund") to meet the Company's liabilities
including the costs of the Winding Up. The Liquidation Fund will
include a retention fund (the "Retention") which will be set at an
amount that the Liquidators consider sufficient to meet any
unascertained and unknown liabilities of the Company.
This Retention is currently not expected to exceed GBP25,000.
The Retention would be in addition to the costs of the Winding Up
as set out in more detail in the section titled "Costs of the
Winding Up" below.
In accordance with section 397 of the Companies Law, the
Liquidators have a statutory duty to realise the Company's assets
and discharge its liabilities before distributing surplus assets to
Shareholders. Subject to the Expected Timetable of Events being
adhered to in respect of the redemption of the Company's
shareholding in the Feeder Funds (the "Redemption") and receipt by
the Liquidators of the relevant Redemption proceeds, it is the
Liquidators' intention to make an initial distribution to
Shareholders by 4 December 2015. Should the Liquidators elect to
pay a second and final distribution, the Retention will be retained
until such time as the second and final distribution (if any) is
paid. The amount and timing of distributions are at the
Liquidators' discretion.
Arrangements with the Company's service providers
Assuming the Winding Up Resolution is passed, all arrangements
with the Company's service providers will be terminated upon the
Company being placed into voluntary winding up or when any services
being performed in connection with the Winding Up have been
completed. No compensation is payable in connection with the
termination of these contracts.
Dealings, settlement and cancellation of listing
The Register will be closed and the Shares disabled in CREST at
5.00 pm on 16 November 2015. The last day for trading in the Shares
on the Main Market of the London Stock Exchange for normal
settlement (in order to enable settlement prior to the closing of
the Register) will be 12 November 2015. As from 13 November 2015,
dealings should be for cash settlement only and will be registered
in the normal way if the transfer, accompanied by documents of
title, is received by the Registrar by 5.00 p.m. on 16 November
2015. Transfers received by the Registrar after 5.00 p.m. on 16
November 2015 will be returned to the person lodging them.
Dealings in Shares on the Main Market of the London Stock
Exchange will be suspended at 7.30 a.m. on 17 November 2015, and at
the same time, the listing of the Shares on the Official List will
be suspended and, subsequently cancelled. Should the Liquidators be
appointed, the Shares will no longer be freely transferable without
the sanction of the Liquidators.
Shareholders should be aware that, should the Winding Up be
implemented, the listing of the Shares on the Official List will
then be cancelled with effect from 8.00 a.m. on 11 December
2015.
Costs of the Winding Up
The expenses incurred in relation to the Winding Up (including
all printing costs, postage costs, professional advice and the
Liquidators' fees) are currently estimated to amount to
approximately GBP80,000, or 0.22 pence per Share, which excludes
the payment of fees and expenses of the Company's service providers
up to the date of the Winding Up in accordance with the terms of
their engagement.
Distributions
It is anticipated that the Company will receive Redemption
proceeds from the Feeder Funds representing 99.5 per cent. of the
Company's holding in such Feeder Funds on 1 December 2015. The
costs of the Proposal, and any Retention, will be met out of the
balancing 0.5 per cent. of the Company's holdings.
Distributions of cash by the Liquidators pursuant to the Winding
Up will take place in the normal course of liquidation and through
the usual channels. The amount and timing of distributions is at
the Liquidators' discretion. Based on the current timetable, the
Liquidators expect to make an initial distribution to Shareholders
no later than 4 December 2015. The Liquidators will only be in a
position to make a second and final distribution after the
conclusion of a creditor notice period, which is generally a period
of 3 to 4 weeks following the appointment of the Liquidators.
Should any additional creditor claims, of which the Liquidators
were not previously aware, arise during the creditor notice period,
this may impact on the timing and amount of any such
distribution.
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