TIDMCMAE TIDMCMAU TIDMCMAS
RNS Number : 2918A
CMA Global Hedge PCC Ltd
28 January 2011
CMA GLOBAL HEDGE PCC LIMITED
PUBLICATION OF CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL
MEETING
Following the announcement by CMA Global Hedge PCC Limited (the
"Company") on 15 October 2010, and following discussions with the
Company's Investment Manager, Advisers and major shareholders, the
Directors of the Company have decided to recommend to Shareholders
that the Company be placed into liquidation. The Company has today
published a Circular to its Shareholders including Recommended
Proposals (the "Proposals") for a voluntary winding-up of the
Company. The Circular also includes Notice of Extraordinary General
Meeting of the Company to be held at 11.00 a.m. on 23 February
2011.
Background to the Proposals
Under the proposals announced in the Circular published by the
Company on 8 October 2010 (the "October 2010 Circular"), the
Company proposed (subject to Shareholder approval) to sell its
remaining illiquid hedge fund investments in the secondary market
before its entry into liquidation. The Company would then make an
initial distribution shortly after the Company's entry into
liquidation, of the Company's existing cash and the proceeds of the
secondary market sale. The joint liquidators would then continue
the winding-up of the Company. Following discussions with the
Company's Manager, advisors and Shareholders, the two extraordinary
general meetings convened by the October 2010 Circular were
adjourned indefinitely.
Since 8 October 2010, the Company has continued its policy of
distributing cash when available to its Shareholders and persons
entitled under its Entitlement Pools. On 22 November 2010, the
Company announced a distribution (the "Redemption Distribution") by
means of compulsory redemption (pursuant to the resolution passed
at the Company's extraordinary general meeting of 15 December 2009)
and further distributions out of the Company's December 2008, March
2009 and June 2009 Entitlement Pools.
Following the Redemption Distribution, the Company has redeemed
from Shareholders a total of 86.50 per cent. of their US Dollar
Shares, 86.59 per cent. of their Euro Shares and 86.40 per cent. of
their Sterling Shares (based on their holding as at 4 December
2009).
Entitlement Pool Notional Shareholders who participated in the
Company's December 2008, March 2009 and June 2009 Redemption Offers
have received in cash approximately 87 per cent., 88 per cent. and
89 per cent. respectively of their redemption value at the
prevailing NAV at the time of each Redemption Offer.
Following the above distributions, the Net Asset Value of the
Portfolio (as at 30 November 2010, the last practicable day before
the publication of this Circular) was approximately $16.7 million,
of which $2.2 million was held in cash. The Net Asset Value
attributable to the December 2008, March 2009 and June 2009
Entitlement Pools was approximately $7.7 million, $6.1 million and
$5 million respectively.
In light of the size of the Company and its ongoing fixed costs,
the Board continues to consider that it is in the best interests of
the Company and its Shareholders that the listing of the Company's
Shares on the Official List be cancelled and that the Company be
placed into liquidation. In addition, the Company proposes that
Yannis Procopis, who has served as Deputy CIO of the Manager, be
appointed as a consultant to the Company during its winding-up, to
make available to the Joint Liquidators his detailed knowledge of
the Portfolio. This approach is expected to reduce the Company's
fixed costs significantly while retaining the Portfolio expertise
of the Manager.
The Joint Liquidators intend to run-off the assets of the
Company over a period of time in order to achieve the best outcome
for Shareholders. The Joint Liquidators will not, without the
approval of the Company's Shareholders given by special resolution,
dispose of any Portfolio assets on the secondary market unless and
until the gross value of the Portfolio is less than $3 million.
Benefits of the Proposals
In effecting the actions set out under "Background to the
Proposals" above, the Company has as at the date of this Circular
distributed the majority of its Net Asset Value to Shareholders
(more than 86 per cent. of NAV prevailing on a given redemption
date, depending on a given Shareholder's participation in the
Company's various redemption offers). These distributions have
reduced the size of the Company to a level at which a voluntary
winding-up is both appropriate (given the significant ongoing
operational costs of running a listed company) and relatively
inexpensive (as compared to the cost of liquidating a Company with
a larger portfolio consisting of a lower proportion of cash).
The appointment of Yannis Procopis as a consultant to the
Company during its winding-up will provide the Joint Liquidators
with detailed knowledge of the Company's Portfolio, while
significantly reducing the fees that the Company would be required
to pay if the appointment of the Manager were continued.
The Proposals for a voluntary winding-up of the Company
The Proposals are:
(a) for the Company to adopt new Articles of Incorporation in
order to enable the entitlements of the Entitlement Pool Holders to
be preserved on the winding-up of the Company and to provide a
mechanism for dealing with any unclaimed dividends or distributions
which remain outstanding at the point at which the Joint
Liquidators resolve to hold the final meeting of the Company prior
to its dissolution;
(b) to cancel the admission to the Official List of the
Company's Shares; and
(c) to appoint the Joint Liquidators and to place the Company
into voluntary winding-up.
Irrevocable undertaking from Shareholders
Shareholders representing 27.23 % of the Company's issued share
capital have irrevocably committed to vote in favour of the
Proposals.
Cancellation of the Company's listing
In connection with the Company's entry into liquidation the
Company will seek the suspension and subsequently the cancellation
of the listing of its Shares on the Official List and their trading
on the Main Market of the London Stock Exchange. The suspension of
the listing is proposed to take effect at 07.30 a.m. on 23 February
2011 (being the morning of the EGM), and the cancellation of the
listing is proposed to take effect on 08.00 a.m. on 24 March
2011.
Amendment of accounting reference date
The Board has resolved to extend the Company's accounting
reference date to 28 February 2011. Provided that the Joint
Liquidators are appointed, the Company will not be required to have
an annual audit before the new accounting reference date. The Joint
Liquidators will require the Company's auditors to perform some
agreed-upon procedures at date of liquidation, but these will not
be as onerous as a full audit. The amendment to the Company's
accounting reference date will therefore further reduce the
Company's costs and maximise the costs savings represented by the
Proposals.
Extraordinary General Meetings
The Proposals are subject to Shareholder approval. A Notice
convening the Extraordinary General Meeting, to be held at 11.00
a.m. on 23 February 2011 at Arnold House, St. Julian's Avenue, St.
Peter Port, Guernsey GY1 3NF, is set out at the end of this
Circular.
Expected Timetable
Latest time and date for receipt by 11.00 a.m. on 21 February
of the Form of Proxy for the Extraordinary 2011
General Meeting
Suspension of the listing of the 07.30 a.m. on 23 February
Shares 2011
Extraordinary General Meeting and, 11.00 a.m. on 23 February
if approved, the appointment of 2011
the Joint Liquidators
Announcement of the result of the 23 February 2011
Extraordinary General Meeting
Closing of the Company's register 6.00 p.m. on 23 February
and record date for participation 2011
in liquidation distributions
Initial Distribution declared week commencing 14 March
2011
Cancellation of the listing of 08.00 a.m. on 24 March 2011
the Shares
Unless otherwise defined, capitalised terms used in this
announcement will have the same meaning given to such terms in the
Circular of the Company dated 28 January 2011.
Enquiries
CMA +1 441 295 5929
Keri Wong
Oriel Securities Limited +44 (0) 20 7710 7600
Joe Winkley
Neil Langford
This information is provided by RNS
The company news service from the London Stock Exchange
END
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