THIS ANNOUNCEMENT INCLUDES INSIDE
INFORMATION
DW Catalyst Fund Limited (the
"Company")
(a closed-ended investment
collective investment scheme registered and incorporated in
Guernsey with registration number 52520)
Notice of
extraordinary general meeting regarding proposed liquidation
12 July 2017
Further to the Company’s announcement on 1 June 2017 regarding the proposed winding up of
the Company, the Company is today publishing a circular to
shareholders containing a notice of extraordinary general meeting
(the “Extraordinary General Meeting”) to be held on 2 August 2017 at which resolutions (the
“Resolutions”) will be proposed to shareholders regarding the
liquidation of the Company (the “Proposals”).
Details of the proposed timing for the liquidation of the
Company and distributions to shareholders are included in the
shareholder circular and the anticipated timetable is set out
below.
In light of the proposed Resolutions, application will be made
to the UK Listing Authority for suspension of listing of the
Company’s shares on the Official List and application will be made
to the London Stock Exchange for suspension of trading in the
Shares on the Main Market at 7.30
a.m. on 2 August 2017. The Company’s register of
members will be closed at 6.00 p.m.
on 1 August 2017 and the Shares will
be disabled in CREST at the close of business on 1 August
2017.
If the Resolutions are passed, the Company will make
applications for the cancellation of the admission of the shares to
listing on the Official List and to trading on the Main Market of
the London Stock Exchange following the Extraordinary General
Meeting with the cancellations expected to take effect on 3 August
2017.
Holders of the Company’s shares voted in favour of the discount
trigger resolution (the “Discount Trigger Shares”) which was passed
at the Company’s discount trigger meeting held in March 2017 will not be capable of being voted on
the Resolutions because they are scheduled to be redeemed by the
Company effective on 1 August 2017,
prior to the Extraordinary General Meeting.
The timetable for payment of the proceeds of redemption of the
Discount Trigger Shares will remain as set out in the circular
regarding the discount trigger meeting published on 17 February 2017 (the “Discount Trigger
Circular”) and will not be affected by implementation of the
Proposals, except that payment of the redemption proceeds will
become subject to the holdback arrangements described in that
circular, with the final payment being made to holders of the
Discount Trigger Shares following March
2019.
If the Resolutions are approved, the Company’s management
agreement with DW Partners, LP will be immediately terminated.
Following termination of the management agreement, DW
Partners, LP will not be entitled to be paid the remaining
outstanding balance of the costs of the Company’s initial public
offering in excess of one per cent. of the gross proceeds of the
offering (the “IPO Offer Costs”), so an amount in respect of the
IPO Offer Costs will not be deducted from the distributions made in
the liquidation. As stated in the Discount Trigger Circular,
a deduction in respect of the IPO Offer Costs will be made from the
proceeds of redemption of the Discount Trigger Shares.
The Company will not now hold its annual general meeting on
4 August 2017 and will only hold an
annual general meeting if the Resolutions are not passed at the
Extraordinary General Meeting.
The notice of Extraordinary General Meeting will shortly be
available to view on the Company's website.
A copy of the notice of Extraordinary General Meeting and
accompanying form of proxy has been submitted to the National
Storage Mechanism and will be shortly available for inspection
at www.Hemscott.com/nsm.do.
Anticipated
timetable (including following the Extraordinary General
Meeting
if the Proposals are approved)
Latest time and date for receipt of
forms of proxy for the Extraordinary General Meeting |
2 p.m. on 31 July
2017 |
Closure of the Company’s register of
members |
6.00 p.m. on 1 August
2017 |
Suspension of listing and trading of
the shares on the London Stock Exchange |
7.30 a.m. on 2 August
2017 |
Extraordinary General Meeting |
2 p.m. on 2 August
2017 |
Liquidator appointed |
2 August 2017 |
Announcement of result of
Extraordinary General Meeting |
2 August 2017 |
Cancellation of listing and trading
of the Shares on the London Stock Exchange |
3 August 2017 |
First redemption date for investment
in DW Catalyst Offshore Fund, Ltd. (the “Feeder Fund”) and
calculation date for first instalment of redemption proceeds |
1 November 2017 |
Earliest date for payment to the
Company of first instalment of Feeder Fund redemption proceeds |
Mid-December 2017 |
First interim distribution to
shareholders |
Mid-December 2017 |
Second redemption date for
investment in Feeder Fund and calculation date for second
instalment of redemption proceeds |
1 February 2018 |
Earliest date for payment to Company
of second instalment of Feeder Fund redemption proceeds |
Mid-March 2018 |
Second interim distribution to
shareholders |
Mid-March 2018 |
Third redemption date for investment in Feeder Fund and calculation
date for third instalment of redemption proceeds |
1 May 2018 |
Earliest date for payment to Company
of third instalment of Feeder Fund redemption proceeds |
Mid-June 2018 |
Third interim distribution to
shareholders |
Mid-June 2018 |
Fourth redemption date for
investment in Feeder Fund and calculation date for fourth
instalment of redemption proceeds |
1 August
2018 |
Earliest date for payment to Company
of fourth instalment of Feeder Fund redemption proceeds, adjusted
to take into account of hold-back amount |
Mid-September
2018 |
Fourth interim distribution to
Shareholders |
Mid-September
2018 |
Approximate date for payment of
relevant portion of hold-back amount to the Company |
Following March
2019 |
Final distribution to
Shareholders |
Following March
2019 |
All references are to London time.
The specific timing and amount of all
distributions to shareholders will be announced in advance through
a Regulatory Information Service.
Each of the times and dates above may
be extended or brought forward without further notice. If any of
the above times and/or dates change, the revised time(s) and/or
dates will be notified to shareholders by an announcement through a
Regulatory Information Service.
Enquiries:
Company website:
www.dwcatalystltd.com
Northern Trust International Fund Administration Services
(Guernsey) Limited
Rebecca Booth
Tel: +44 (0) 1481 745189