Secondary Sale of Assets and Liquidation Proposal (2114H)
May 24 2011 - 11:31AM
UK Regulatory
TIDMGMNT
RNS Number : 2114H
Gottex Market Neutral Trust Limited
24 May 2011
Gottex Market Neutral Trust Limited (the "Company")
(a closed-ended investment company incorporated with limited
liability under the laws of Guernsey with registered number
46429)
24 May 2011
Secondary Sale of Remaining Assets and Liquidation Proposal
The Board of Gottex Market Neutral Trust Limited announces that
the Company has entered into a Securities Sale Agreement with a
third party, to sell the majority of the Company's remaining hedge
fund assets held by the Company for an amount of US$863,268.65
(representing an average discount of approximately 70.0% to their
notional value as at 28 February 2011). The Board believe that due
to the illiquid nature of these remaining assets, the sale price
represents a fair value and allows the Company to move forward with
proposals to conclude the winding up of the Company and appoint a
liquidator.
The Board notes that following the Company's Extraordinary
General Meeting held on 11 March 2010 at which shareholders
approved the Winding Down Proposals, the Company has returned
GBP37,250,000 (82.14 pence per share) to shareholders by way of 4
capital returns, redeeming 42,750,433 shares, to date. This amount
represents a return of approximately 93.8% of the NAV per share as
at 28 February 2010.
At close of business on 23 May 2011, the Company's Shares were
trading at a price of 68.75 pence per share. The Company's
published estimated NAV per Share as at 30 April 2011 was 78.44
pence per share and, as at that date, its estimated net assets were
GBP2,039,175. Following completion of the sale (which may take 150
days or longer) the estimated value of the Company's remaining
assets (using the NAV as at 30 April 2011) would be approximately
GBP1.4 million.
In accordance with the provisions of the Articles, the Company
also announces a proposal to appoint a Liquidator and to place the
Company into a voluntary winding up (the "Proposal"). A resolution
to this effect (the "Liquidation Resolution") will be put forward
for consideration by Shareholders at an Extraordinary General
Meeting ("EGM") to be held in Guernsey on 30 June 2011 at 10.00
a.m.
The Proposal is subject to Shareholder approval by special
resolution at the EGM.
The Company will request that dealings in the Shares be
suspended with effect from 7.30 a.m. on 30 June 2011. After that
time the Shares will no longer be capable of being traded on the
London Stock Exchange.
If the Liquidation Resolution is approved by Shareholders at the
EGM, Mr Ashley Paxton and Mr Robert Kirkby of KPMG Channel Islands
Limited will be appointed as the Company's Liquidator. Upon the
appointment of the Liquidator at the EGM, all powers of the Board
will cease and the Liquidator will be responsible for the affairs
of the Company until it has been wound up.
The Liquidator may retain the Company's current service
providers (its Investment Manager, Gottex Fund Management, Sarl,
its Custodian, Northern Trust (Guernsey) Limited and its
Administrator, Secretary and Registrar, Northern Trust
International Fund Administration Services (Guernsey) Limited)
until the dissolution of the Company, at which point the Company's
agreements with those service providers will be terminated.
The Liquidator will wind up the Company in accordance with the
Companies (Guernsey) Law, 2008. All distributions made by the
Liquidator pursuant to the winding-up will be subject to the
retention of certain assets in order to provide for the cost of
implementation of the Proposal, any outstanding fees and payables
of the Company (including the Liquidator's own fees) and an amount
which the Liquidator considers sufficient to meet any contingent
and unknown liabilities of the Company (the "Retention"). The
Retention is not currently expected to exceed GBP50,000.
If the Liquidation Resolution is approved by Shareholders at the
EGM, it is expected that the Guernsey Financial Services Commission
will suspend the Company's authorisation under the Protection of
Investors (Bailiwick of Guernsey) Law, 1987 as amended, and, once
the liquidation is complete, that authorisation will be
cancelled.
Cancellation of the Company's listing
Upon commencement of the Company's liquidation, the Company
proposes to seek the cancellation of the listing of its Shares on
the Official List of the UKLA and their trading on the Main Market
of the London Stock Exchange plc.
In the event that the Liquidation Resolution is approved by
Shareholders, the Company's listing on the Official List of the UK
Listing Authority is expected to be cancelled with effect from 8.00
a.m. on 1 July 2011.
Estimated costs and net proceeds of the winding-up
It is anticipated that the costs and expenses of implementing
the Proposal will be approximately GBP50,000 (which includes the
Liquidator's estimated expenses of GBP20,000). When making
distributions pursuant to the winding-up the Liquidator will
establish a Retention of such amount as it considers appropriate,
for the payment of its fees and those of the Company's advisors in
connection with the winding-up, as well as other payables and
creditors.
Expected Timetable
Latest time and date for By 10.00 a.m. on 28 June
receipt of Forms of Proxy 2011
Suspension of dealings in the Shares 7.30 a.m. on 30 June 2011
--------------------------------------
Extraordinary General 10.00 a.m. on 30 June 2011
Meeting
--------------------------------------
Announcement of the result of the EGM by 6.00 p.m. on 30 June
2011
--------------------------------------
Cancellation of the 8.00 a.m. on 1 July 2011
listing of the Shares
--------------------------------------
Enquiries
Company Secretary - Northern Tel: +44 (0) 1481 745368
Trust International Fund Email: ARM7@ntrs.com
Administration Services
(Guernsey) Limited Andrew
Maiden
This information is provided by RNS
The company news service from the London Stock Exchange
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