TIDMHWSL TIDMHWSC
RNS Number : 7120X
HWSI Realisation Fund Ltd
01 September 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
1 September 2020
RECOMMED CASH ACQUISITION
OF
HWSI REALISATION FUND LIMITED ("HWSIL")
BY
CUBITT TRADE HOLDINGS LLC ("Bidco")
to be effected by means of a scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008 (as
amended)
Results of Court Meeting and General Meeting
The Board of HWSIL announces that at the Court Meeting and the
General Meeting held earlier today in connection with the
recommended cash offer by Bidco for the entire issued and to be
issued share capital of HWSIL (the "Acquisition") all resolutions
were duly passed.
As previously announced, the Acquisition is to 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") and today:
-- a majority in number of Scheme Shareholders who voted (and
who were entitled to vote), either in person or by proxy,
representing not less than 75 per cent. in value of the Scheme
Shares held by such Scheme Shareholders present and voting, voted
to approve the Scheme at the Court Meeting; and
-- the requisite majority of HWSIL Shareholders voted to pass
the Special Resolution at the General Meeting.
Capitalised terms used in this announcement (the
"Announcement"), unless otherwise defined, have the same meanings
as set out in the scheme document published on 10 August 2020
containing the full terms and conditions of the Acquisition (the
"Scheme Document").
Full details of the resolutions proposed are set out in the
notices of the Court Meeting and General Meeting at Parts 9 and 10
of the Scheme Document, respectively.
Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy,
was entitled to one vote per Scheme Share held at the Voting Record
Time.
Number % of Scheme Number of % of Scheme Number of
of Scheme Shares Scheme Shareholders Shareholders Scheme Shares
Shares voted who voted who voted voted as a
voted % of the issued
ordinary share
capital*
For 119,253,881 99.99 13 92.86 83.10
------------ ------------ --------------------- -------------- -----------------
Against 73 0.01 1 7.14 0.01
------------ ------------ --------------------- -------------- -----------------
Total 119,253,954 100 14 100 83.11
------------ ------------ --------------------- -------------- -----------------
* The total number of Scheme Shares in issue at the Voting
Record Time was 143,499,667 (excluding ordinary shares held in
treasury).
General Meeting
The table below sets out the results of the poll at the General
Meeting. Each HWSIL Shareholder, present in person or by proxy, was
entitled to one vote per HWSIL Share held at the Voting Record
Time.
Number % of HWSIL Number of % of HWSIL Number of
of HWSIL Shares HWSIL Shareholders Shareholders HWSIL Shares
Shares voted who voted who voted voted as a
voted % of the issued
ordinary share
capital**
For 119,158,076 99.99 12 92.31 83.04
------------ ----------- -------------------- -------------- -----------------
Against 73 0.01 1 7.69 0.01
------------ ----------- -------------------- -------------- -----------------
Total 119,158,149 100 13 100 83.05
------------ ----------- -------------------- -------------- -----------------
** The total number of HWSIL Shares in issue at the Voting
Record Time was 143,499,667 (excluding ordinary shares held in
treasury).
In accordance with Rule 9.6.2 of the Listing Rules, copies of
the resolutions passed have been submitted to the National Storage
Mechanism.
Next steps and timetable
The Scheme remains subject to the satisfaction (or, where
applicable, the waiver) of the other Conditions to the Scheme (as
set out in the Scheme Document) and the Court sanctioning the
Scheme at the Court Hearing.
Subject to the satisfaction (or, where applicable, the waiver)
of the other Conditions and the Scheme receiving the sanction of
the Court the Scheme is expected to become effective on 9 September
2020.
The last day for dealing in, and for registration of transfers
of, HWSIL Shares will be on 8 September 2020 and the Scheme Record
Time will be 6.00 pm on 8 September 2020.
The listing of HWSIL Shares on the premium equity closed ended
investment funds listing segment of the Official List and admission
to trading of HWSIL Shares on the London Stock Exchange's Main
Market will be suspended with effect from 7.30 am on 9 September
2020.
It is expected that the listing of HWSIL Shares on the Official
List of the FCA will be cancelled and the HWSIL Shares will cease
to be admitted to trading on the Main Market for listed securities
of the London Exchange with effect from 8.00 am on 10 September
2020.
The current expected timetable of principal events for the
implementation of the Scheme remains as set out on page 12 of 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.
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown as
totals in certain tables may not be an arithmetic aggregation of
the figures that precede
Resignation and appointments
With effect from the Scheme becoming Effective, David Warr, John
Falla, Brett Miller and Nigel Ward will cease to be directors of
HWSIL.
Russell Schreiber, Jason Tilroe and Nial Ferguson will become
directors of the Company upon the Scheme becoming Effective.
Enquiries:
Winterflood (Financial Adviser to HWSIL)
Neil Morgan 020 3100 0000
Bidco c/o finnCap
Russell Schreiber
finnCap (Financial Adviser to Bidco)
Henrik Persson / Giles Rolls / Matthew
Radley 020 7220 0500
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.
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. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This Announcement and the related 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 related documents should be relied on for
any other purpose.
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.
Information relating to HWSIL Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by HWSIL Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from HWSIL may be provided to Bidco during the Offer
Period as required under Section 4 of Appendix 4 of the Code in
order to comply with Rule 2.11(c) of the Code.
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.
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Policy.
END
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September 01, 2020 10:15 ET (14:15 GMT)
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