TIDMHWSL TIDMHWSC
RNS Number : 5586V
HWSI Realisation Fund Ltd
10 August 2020
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
10 August 2020
RECOMMED CASH ACQUISITION
OF
HWSI REALISATION FUND LIMITED
BY
CUBITT TRADE HOLDINGS LLC
to be effected by means of a scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008 (as
amended)
On 22 July 2020, the board of directors of HWSI Realisation Fund
Limited ("HWSIL") and Cubitt Trade Holdings LLC ("Bidco") announced
that they had reached an agreement on the terms of a recommended
cash offer by Bidco for the entire issued and to be issued share
capital of HWSIL (the "Acquisition") for 55.5 pence in cash for
each share. It is intended that the Acquisition will be effected by
means of a scheme of arrangement between HWSIL and the Scheme
Shareholders under Part VIII of the Companies Law of Guernsey (the
"Scheme").
The Board of HWSIL announces that the scheme document in
relation to the Acquisition (the "Scheme Document") is being posted
today and contains, amongst other things, a letter from the
Chairman of HWSIL, an explanatory statement pursuant to Section 108
of Part VIII of the Companies Law of Guernsey, the full terms and
conditions of the Acquisition, an expected timetable of principal
events, notices of the Court Meeting and the General Meeting and
details of the actions to be taken by Scheme Shareholders, together
with the Forms of Proxy for the Meetings.
The Scheme Document will shortly be available free of charge
(subject to certain restrictions relating to persons in certain
overseas jurisdictions) on HWSIL's website at
https://hadrianswallcapital.com/fund/ and will remain available for
inspection during the period up to and including the Effective Date
or the date on which the Scheme lapses or is withdrawn whichever is
the earlier. The contents of such website are not incorporated
into, and do not form part of, this announcement (the
"Announcement").
Capitalised terms used in this Announcement, unless otherwise
defined, have the same meanings as set out in the Scheme
Document.
Notices of the Court Meeting and General Meeting
As detailed further in the Scheme Document, the Scheme is
subject to the Conditions. To become effective, the Scheme
requires, amongst other things, the approval of a majority in
number of Scheme Shareholders present and voting (and entitled to
vote), either in person or by proxy, at the Court Meeting,
representing not less than 75 per cent. in value of the Scheme
Shares held by such Scheme Shareholders present and voting at the
Court Meeting (or any adjournment of the Court Meeting) and HWSIL
Shareholders will need to pass the Special Resolution to be
proposed at the General Meeting.
Notices convening the Court Meeting and the General Meeting,
both of which will be held at HWSIL's registered office at Sarnia
House, Le Truchot, St Peter Port, Guernsey, GY1 1GR on 1 September
2020, are set out in the Scheme Document. The Court Meeting will
start at 10:00 a.m. on that date and the General Meeting will start
at 10:15 a.m. on that date (or as soon thereafter as the Court
Meeting has concluded or been adjourned). Forms of Proxy for use at
the Court Meeting and the General Meeting are enclosed with the
Scheme Document.
Following the Meetings, the Scheme must be sanctioned by the
Court pursuant to Part VIII of the Companies Law of Guernsey at
which point it will become effective.
The HWSIL Directors, who have been so advised by Winterflood
(who is providing independent financial advice to the HWSIL
Directors for the purposes of Rule 3 of the Takeover Code) as to
the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable.
Accordingly, the HWSIL Directors unanimously recommend that all
HWSIL Shareholders vote in favour of the Scheme at the Court
Meeting and the resolution to be proposed at the General Meeting as
the HWSIL Directors who hold HWSIL Shares have each irrevocably
undertaken to vote or use all reasonable endeavours to procure
votes in respect of their entire beneficial holdings of 224,436
HWSIL Shares, in aggregate, representing approximately 0.16 per
cent. of HWSIL's shares in issue on Friday 7 August 2020 (being the
latest practicable date prior to the date of the Scheme
Document).
It is important that, for the Court Meeting in particular, as
many Scheme Shareholders as possible attend and cast their votes
(whether in person or by proxy) so that the Court may be satisfied
that there is a fair and reasonable representation of Scheme
Shareholder opinion. Scheme Shareholders are therefore strongly
encouraged to complete and return the white Form of Proxy or
appoint a proxy in accordance with the CREST Manual, if applicable,
for the Court Meeting as soon as possible and, in any event, so as
to be received by 10.00 a.m. on 27 August 2020, even if they intend
to attend the Court Meeting in person.
The Scheme Document contains detailed information on the
implications of Guernsey's Coronavirus Legislation for voting in
person at the Court Meeting and General Meeting and attending the
Court Hearing in person.
HWSIL Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
Timetable
The current expected timetable of principal events for the
implementation of the Scheme is set out below and in the Scheme
Document. If any of the key dates set out in the expected timetable
change, an announcement will be made through a Regulatory
Information Service. All times shown in this Announcement are
London times, unless otherwise stated.
Event Time and/or date
Date of circulation of the Scheme Document 10 August 2020
Latest time for lodging Forms of Proxy 10:00 am on 27 August
for the Court Meeting (white form) 2020(1)
Latest time for lodging Forms of Proxy 10:15 am on 27 August
for the General Meeting (blue form) 2020(2)
Voting Record Time for the Court Meeting close of business on
and General Meeting 27 August 2020(3)
Court Meeting 10:00 am on 1 September
2020
General Meeting 10:15 am on 1 September
2020(4)
The following dates are indicative only
and are subject to change(5)
Last day of dealings in, and for registration 8 September 2020
of transfers of, HWSIL Shares
Disablement in CREST of HWSIL Shares 8 September 2020
Scheme Record Time close of business on
8 September 2020
Dealings in HWSIL Shares suspended 07:30 am on 9 September
2020
Court Hearing 11:00 am on 9 September
2020
Effective Date of the Scheme 9 September 2020
Cancellation of listing of HWSIL Shares by 08:00 am on 10 September
2020
Latest date for despatch of cheques or Within 14 days of Effective
settlement through CREST in respect of Date
the Consideration
Long Stop Date 30 November 2020
[1] It is requested that white Forms of Proxy for the Court
Meeting be lodged at least 48 hours prior to the time appointed for
the Court Meeting (excluding any part of a day that is not a
Business Day). White Forms of Proxy not so lodged may be handed to
the Chairman of the Court Meeting before the start of the Court
Meeting. Please see "Action to be taken" in the Scheme
Document.
2 Blue Forms of Proxy for the General Meeting must be lodged at
least 48 hours prior to the time appointed for the General Meeting
(excluding any part of a day that is not a Business Day). Blue
Forms of Proxy may NOT be handed to the Chairman of the General
Meeting at the General Meeting. Please see "Action to be taken" in
the Scheme Document.
3 If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.00 p.m. on the day which is two days before the
date set for such adjourned Meeting.
4 Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
5 These dates and times are indicative only and will depend,
among other things, upon the date upon which: (i) the Conditions
set out in the Scheme Document are satisfied or (if applicable)
waived; and (ii) the Court sanctions the Scheme. HWSIL will give
notice of the change(s) by issuing an announcement through a
Regulatory Information Service. All HWSIL Shareholders have the
right to attend the Court Hearing.
6 A copy of the order of the Court which sanctions the Scheme
must be filed with the Guernsey Registry as promptly as practicable
and in any event within seven days after the date on which it is
made.
Information for HWSIL Shareholders
If you have any queries about the Scheme Document, the Court
Meeting or the General Meeting or are in any doubt as to how to
complete the Forms of Proxy, 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.
Enquiries:
Winterflood (Financial Adviser to HWSIL) 020 3100 0000
Neil Langford / Neil Morgan
Bidco c/o finnCap
Russell Schreiber
finnCap (Financial Adviser to Bidco) 020 7220 0500
Henrik Persson / Giles Rolls / Matthew Radley
Crowell & Moring and Ogier (Guernsey) LLP are providing
legal advice to Bidco. Bryan Cave Leighton Paisner LLP and Carey
Olsen (Guernsey) LLP are providing legal advice to HWSIL.
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.
HWSIL and Bidco urge HWSIL Shareholders to read the Scheme
Document because it contains important information relating to the
Acquisition.
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. In particular, the ability of
persons who are not resident in the United Kingdom or Guernsey or
who are subject to the laws of another jurisdiction to participate
in the Offer or to vote their Scheme Shares in respect of the
Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another person to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located or to which they are
subject. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
This Announcement and the accompanying 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 accompanying documents should
be relied on for any other purpose.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
HWSIL is a registered closed-ended investment company registered
by the GFSC pursuant to The Protection of Investors (Bailiwick of
Guernsey) Law, 1987 (as amended) and the Registered Collective
Investment Schemes Rules 2018.
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.
Forward-looking statements
This Announcement contains certain forward-looking statements
with respect to Bidco and HWSIL. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as, without limitation, "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "aim",
"will", "may", "hope", "continue", "would", "could" or "should" or
other words of similar meaning or the negative thereof.
Forward-looking statements include, but are not limited to,
statements relating to the following: (i) future capital
expenditures, expenses, revenues, economic performance, financial
conditions, dividend policy, losses and future prospects, (ii)
business and management strategies and the expansion and growth of
the operations of Bidco or HWSIL, and (iii) the effects of
government regulation on the business of Bidco or HWSIL. There are
many factors which could cause actual results to differ materially
from those expressed or implied in forward looking statements.
Among such factors are changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. Except as expressly provided in this Announcement, they
have not been reviewed by the auditors of Bidco or HWSIL. By their
nature, these forward-looking statements involve known and unknown
risks, uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
Announcement may cause the actual results, performance or
achievements of any such person, or industry results and
developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this Announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this Announcement. None of Bidco, HWSIL, nor their
respective members, directors, officers or employees, advisers or
any person acting on their behalf, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur.
None of Bidco, HWSIL or their respective members, directors,
officers, employees, advisers and any person acting on behalf of
one or more of them undertakes any intention or obligation to
update publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to
the extent legally required. All subsequent oral or written
forward-looking statements attributable to Bidco or HWSIL or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above.
No member of the PETRA Group, no member of the HWSIL Group, nor
any of their respective associates, directors, officers, employees
or advisers, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day (as
defined in the Code) following the commencement of the Offer Period
and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th Business Day (as defined in the Code) following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day (as defined in the Code) following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for Bidco or HWSIL for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per HWSIL Share for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per HWSIL Share.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAUBRNRRKUWRAR
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August 10, 2020 02:00 ET (06:00 GMT)
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