TIDMLYXF
RNS Number : 2813Z
Lyxor Focus Fund (GBP) Ltd
09 December 2014
CIRCULAR
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt about the action you should
take, you are recommended to seek immediately your own personal
financial advice from your independent financial adviser,
stockbroker, bank manager, solicitor, tax adviser, accountant, fund
manager or other appropriately qualified adviser.
If you have sold or otherwise transferred all of your
Participating Shares or Founders Shares in the Company please send
this Document and the accompanying documents at once to the
purchaser or transferee or to the stockbroker, banker or other
agent through whom the sale or transfer was effected, for onward
transmission to the purchaser or transferee.
LYXOR FOCUS FUND (GBP) LTD.
(a closed--ended investment company with variable capital
incorporated on 13 May 2008 with limited liability under the laws
of Jersey with registered number 100788)
Recommended Proposal for the Company's Summary Winding Up
and
Notice of Extraordinary General Meeting
Your attention is drawn to the letter from the Chairman of the
Company in Part II (Letter to Shareholders) of this Document which
contains the recommendation of the Board to vote in favour of the
Proposal.
The Proposal described in this Document is conditional on
shareholder approval at an Extraordinary General Meeting. Notice of
an Extraordinary General Meeting of the shareholders of the Company
to be held at 11 a.m. on 30 December 2014 at SG Hambros House, PO
Box 197, 18 Esplanade, St Helier, Jersey JE4 8RT is set out at the
end of this Document.
Shareholders are requested to return the reply-paid Form of
Proxy accompanying this Document for use at theExtraordinary
General Meeting. To be valid, a Form of Proxy for use at the
Extraordinary General Meeting must be completed and returned in
accordance with the instructions printed thereon so as to be
received as soon as possible and in any event not later than 24
hours before the time of the Extraordinary General Meeting.
5 December 2014
CONTENTS
PART I Definitions
PART II Letter to Shareholders
PART III Notice of the EGM
Expected Timetable
Latest time and date for receipt 11 a.m. on 29
of Forms of Proxy for the Extraordinary December 2014
General Meeting
----------------------------------------- ----------------
Extraordinary General Meeting to 11 a.m. on 30
consider the Resolution December 2014
----------------------------------------- ----------------
Announcement of the result of the on 31 December
Extraordinary General Meeting 2014
----------------------------------------- ----------------
Cancellation of the Participating close of market
Shares from admission to trading on 31 December
on the ISE 2014
----------------------------------------- ----------------
Cancellation of the Participating close of market
Shares from admission to trading on 9 January
on the LSE 2015
----------------------------------------- ----------------
Part I
Definitions
The following definitions apply throughout this Document unless
the context otherwise requires:
"Articles" the articles of association
of the Company as amended from
time to time
"Board" or "Directors" the board of directors of the
Company
"Extraordinary General the meeting of the holders of
Meeting" or "EGM" shares in the Company convened
for 11 a.m. on 30 December 2014
(or any adjournment thereof),
notice of which is set out at
the end of this Document
"Company" Lyxor Focus Fund (GBP) Ltd.
"Document" this document dated 5 December
2014
"Form of Proxy" the form of proxy for use at
the Extraordinary General Meeting
"Founders Shares" non-redeemable founders shares
of no par value in the capital
of the Company
"ISE" the Irish Stock Exchange Plc
"Law" the Companies (Jersey) Law 1991,
as amended
"LSE" the London Stock Exchange Plc
"Manager" SG Hambros Fund Managers (Jersey)
Limited
"Participating Shares" participating non-redeemable
preference shares of no par
value in the capital of the
Company
"Proposal" the proposal relating to the
summary winding up of the Company,
as further described in this
Document
"Prospectus" the prospectus of the Company
dated 14 July 2008
"Resolution" the special resolution to be
proposed at the Extraordinary
General Meeting
"Sub-Manager" Lyxor Asset Management S.A.S.
Part II
LETTER TO SHAREHOLDERS
LYXOR FOCUS FUND (GBP) LTD.
(a closed--ended investment company with variable capital
incorporated on 13 May 2008 with limited liability under the laws
of Jersey with registered number 100788)
Directors Registered Office
Stephen FOLLAND SG Hambros House
Anita PHILIPPE PO Box 197
John BOOTHMAN 18 Esplanade
St Helier
Jersey JE4 8RT
5 December 2014
To Shareholders
Dear Sir or Madam
RECOMMENDED PROPOSAL FOR THE SUMMARY WINDING UP OF THE
COMPANY
Introduction
I am a Director of the Company. I write to you on behalf of the
Board which seeks your approval for a proposal to wind up the
Company summarily in accordance with Chapter 2, Part 21 of the Law.
The winding up of the Company will involve the cancellation of the
admission of the Participating Shares to trading on the ISE and the
LSE.
The purpose of this letter is to provide you with information on
the Proposal, recommend the Proposal to you, seek your approval of
the Resolution and explain what actions you should take. The
Extraordinary General Meeting to approve the Resolution is to be
held at SG Hambros House, PO Box 197, 18 Esplanade, St Helier,
Jersey JE4 8RT on 30 December 2014 at 11 a.m. The notice of the EGM
containing the Resolution is set out below.
The Board recommends that you vote in favour of the Resolution.
Whether or not you intend to attend the EGM, you are asked to
complete the enclosed Form of Proxy and return it to the Company's
registrar, Computershare Investor Services (Jersey) Limited at
Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES, no
later than 24 hours before the time for holding the EGM.
Background to the Proposal
As previously advised by announcements made on the ISE and the
LSE, the holders of Founders Shares have recently amended Article
40.2 of the Articles to allow the Directors to convene an
extraordinary general meeting of the Company at any time to propose
a special resolution to wind up the Company summarily pursuant to
Article 146 of the Law.
Société Générale is the holder of 74,849,068 Participating
Shares which holding represents 99.8% of the Participating Shares
in issue on 10 November 2014. It has now requested that, in the
light of the low volume of secondary trading in Participating
Shares of the Company on both the ISE and the SETSqx platform of
the LSE, evidencing a lack of investor interest in the Company, the
Directors convene the EGM to propose the Resolution to wind up the
Company summarily.
The Directors consider that convening the EGM would, if the
Resolution is passed, lead to holders of Participating Shares
realising their investment ahead of 1 June 2016 (being the date on
which the Company was due to be wound up as stated in the
Prospectus) which, given the low volume of secondary trading in
Participating Shares, they may not otherwise have had the
opportunity to achieve. Accordingly, the Directors now propose to
convene the EGM to wind up the Company summarily.
Cancellation of the admission of the Participating Shares to
trading on the ISE
In connection with the winding up of the Company it is proposed
to suspend the determination of the net asset value of
Participating Shares and to apply to the ISE for the cancellation
of the admission of its Participating Shares to the Official List
and from trading on the Main Securities Market of the ISE. Subject
to the passing of the Resolution, such suspension and cancellation
is intended to take effect at the close of market on 31 December
2014.
In accordance with the continuing obligations contained in
Chapter 14 of the ISE listing rules, the Company will notify the
Companies Announcements Office of the ISE of the suspension and the
intention to wind up the Company.
Cancellation of the admission of the Participating Shares to
trading on the LSE
In connection with the winding up of the Company it is also
proposed to cancel the admission of Participating Shares to trading
on the LSE.
Subject to approval at the EGM, it is expected that the
admission of the Participating Shares to trading on the SETSqx
platform of the LSE will be cancelled with effect at the close of
market on 9 January 2015. The effect of the cancellation will be
that Participating Shares will no longer be quoted on the LSE.
Trading in the Company's Participating Shares on the LSE will be
suspended at the close of market on 7 January 2015.
In addition, following the cancellation of the Participating
Shares to trading on the LSE, it is the Directors' expectation that
the Participating Shares will no longer be admitted to the CREST
system. Existing certificates in respect of the Participating
Shares will cease to be of value and any existing credit of the
Participating Shares in any stock account in CREST will be
redundant.
Summary Winding Up
As part of the summary winding up process, the Directors are
required to make a prior statement of solvency. The winding up
commences when a special resolution approving the winding up of the
Company is passed within 28 days after the statement of solvency
has been signed by the Directors and is registered with the
Registrar of Companies in Jersey.
The votes on such a special resolution are weighted so that in
practice the Resolution will almost certainly be passed.
Specifically, those shareholders who vote on a poll in favour of a
resolution proposed to wind up the Company summarily collectively
have such total number of votes as is one more than the number of
votes which are required to be cast on such poll for the resolution
to be carried. Any vote taken at the extraordinary general meeting
convened for this purpose must be taken on a poll.
If the Company is placed into winding up, the Directors will
then begin the process of meeting remaining liabilities of the
Company and then distributing net assets to its shareholders.
Shareholders will receive further information and updates on this
process (from the Directors or from the Manager or the Sub-Manager)
in due course.
Once the winding up process has been completed and the Company
has no assets and no liabilities, the Company will be
dissolved.
The EGM
The EGM has been convened for 11 a.m. on 30 December 2014 and
will be held at SG Hambros House, PO Box 197, 18 Esplanade, St
Helier, Jersey JE4 8RT. The notice convening the EGM is set out
below. All holders of Founders Shares and Participating Shares are
entitled to vote on the Resolution to be proposed at the EGM.
The quorum for the EGM is two members present in person or
voting by proxy. A representative of a corporation authorised
pursuant to Articles and present at the EGM shall be deemed to be a
member for the purpose of counting towards a quorum. Any holder of
Founders Shares or Participating Shares may appoint a proxy to
attend and, on a poll, vote on the Resolution on his or her
behalf.
Taxation
The following comments are intended only as a general guide to
certain aspects of current UK tax law and HM Revenue & Customs'
("HMRC") published practice, both of which are subject to change
possibly with retrospective effect. They are of a general nature
and do not constitute tax advice and apply only to shareholders who
are resident in the UK (except where indicated) and who hold their
shares beneficially as an investment. They do not address the
position of certain classes of shareholders such as dealers in
securities, insurance companies or collective investment
schemes.
The Company
The Directors have been advised that following certain changes
to the United Kingdom tax rules regarding "alternative investment
funds" implemented by the Finance Act 2014 and contained in section
363A of the Taxation (International and other Provisions) Act 2010
the Company should not be resident in the United Kingdom for United
Kingdom tax purposes and it is the intention of the Directors to
continue to conduct the affairs of the Company so that it does not
carry on any trade in the United Kingdom for taxation purposes.
Winding Up
Subject to the comments in the next paragraph, any shareholder
who is UK tax resident may, depending on that shareholder's
personal circumstances, be subject to capital gains tax (or, in the
case of a corporate shareholder, corporation tax on chargeable
gains) in respect of any gain arising on a disposal (including on
any distribution on the summary winding up of the Company) of their
shares. For such individuals, capital gains are taxed at a rate of
18 per cent (for basic rate taxpayers) or 28 per cent (for higher
or additional rate taxpayers). Individuals may, depending on their
personal circumstances, benefit from certain reliefs and allowances
(including an annual exemption from capital gains which is
GBP11,000 for the tax year 2014/2015). For corporate shareholders
within the charge to UK corporation tax, indexation allowance may
apply to reduce any chargeable gain arising on the disposal of
shares but will not create or increase an allowable loss.
Shareholders who are not resident in the UK for taxation purposes
will not normally be liable to UK taxation on chargeable gains
arising from the disposal of their shares unless those shares are
held for the purposes of a trade, profession or vocation through a
UK branch, agency or permanent establishment, although they may be
subject to foreign taxation depending on their own particular
circumstances. Individual shareholders who are temporarily not
resident in the UK for tax purposes may be liable to capital gains
tax under anti avoidance legislation.
The treatment described above is based on any gain arising on a
disposal of a shareholder's shares not being taxed as income under
the "offshore fund" rules which apply for the purposes of UK tax
legislation. Under current law, if the Company (or any class of
shares) were to be treated for UK taxation purposes as an "offshore
fund", gains on disposals of shares realised by a shareholder would
be taxable as income and not as capital gains.
Action to be Taken
Holders of Founders Shares and Participating Shares will find
enclosed with this Document a Form of Proxy for use in connection
with the EGM, which must be completed and returned to the Company's
registrar at Computershare Investor Services (Jersey) Limited at
Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES, not
later than 11 a.m. on 29 December 2014.
The completion and return of a Form of Proxy will not prevent
holders of Founders Shares and Participating Shares from attending
the EGM and voting in person if they wish.
Board's Recommendation
Your Board considers that the Proposal is in the best interests
of the Company and the holders of Founders Shares and Participating
Shares as a whole and, accordingly, your Board unanimously
recommends that you vote in favour of the Resolution.
Further Information
Should you have any questions in relation to the changes
described in this Document, please contact Lyxor Client Servicing
at the following email address: client-services@lyxor.com
Yours faithfully,
Stephen FOLLAND
Director
Part III
LYXOR FOCUS FUND (GBP) LTD.
(a closed--ended investment company with variable capital
incorporated on 13 May 2008 with limited liability under the laws
of Jersey with registered number 100788)
(the "Company")
NOTICE OF Extraordinary General Meeting
NOTICE is hereby given that an Extraordinary General Meeting of
the shareholders of the Company will be held at SG Hambros House,
PO Box 197, 18 Esplanade, St Helier, Jersey JE4 8RT on 30 December
2014 at 11 a.m. (or if such meeting is adjourned for lack of
quorum, to be held at 11 a.m. on 6 January 2015 at the same place
as the original meeting) to consider and, if thought fit, to pass
the following resolution as a special resolution of the
Company:
SPECIAL RESOLUTION
THAT the Company be wound up summarily in accordance with
Chapter 2, Part 21 of the Companies (Jersey) Law 1991, as
amended.
Registered Office: Company Secretary:
SG Hambros House SG Hambros Fund Managers
PO Box 197 (Jersey) Limited
18 Esplanade SG Hambros House
St Helier PO Box 78
Jersey JE4 8RT 18 Esplanade
St Helier
Jersey JE4 8PR
Date: 5 December 2014
Notes
1. Those holders of Founders Shares and Participating Shares who
are present and entitled to vote and who vote on a poll in favour
of the Resolution shall collectively have such total number of
votes as is one more than the number of votes which are required to
be cast on such poll for the Resolution to be carried.
2. A member who is entitled to attend and vote at the
Extraordinary General Meeting is entitled to appoint one or more
proxies to attend and vote instead of him. A proxy need not be a
member of the Company.
3. A Form of Proxy is enclosed for use at the Extraordinary General Meeting.
4. The Form of Proxy and the power of attorney or other
authority (if any) under which the Form of Proxy is signed or a
notarially certified copy of such power or authority, shall be
deposited at Computershare Investor Services (Jersey) Limited at
Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES not
less than twenty-four hours before the time appointed for holding
the EGM or any adjournment thereof at which the person named in the
Form of Proxy proposes to vote in default the Form of Proxy shall
not be treated as valid.
5. Completing and returning a Form of Proxy will not prevent a
member from attending in person at the Extraordinary General
Meeting and voting should he or she so wish.
6. Any member whose name is entered in the register of members
of the Company between the date of this notice and the date of the
Extraordinary General Meeting shall be sent a copy of this notice,
and the service of this notice in accordance with the Articles
shall be a good discharge of the Company's obligations,
notwithstanding that a shorter period of notice than is specified
in the Articles may have been given to the new member.
7. In the event that a Form of Proxy is returned without an
indication as to how the proxy shall vote on the Resolution, the
proxy will exercise his discretion as to whether, and if so how, he
votes.
8. No instrument appointing a proxy shall be valid after the
expiration of twelve months from the date stated in it as the date
of its execution, except at an adjourned meeting or on a poll
demanded at a meeting or an adjourned meeting in cases where the
meeting was originally held within twelve months from such
date.
9. In the case of joint holders of a share, the vote of the
senior who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint holders,
and for this purpose seniority shall be determined by the order in
which the names stand in the register of members in respect of the
Founders Shares and Participating Shares.
10. The instrument appointing a proxy shall be in writing under
the hand of the appointor or of his attorney duly authorised in
writing, or if the appointor is a corporation, either under its
common seal or under the hand of an officer or attorney so
authorised.
11. A vote given in accordance with the terms of an instrument
of proxy shall be valid notwithstanding the death or insanity of
the principal or the revocation of the instrument of proxy, or of
the authority under which the instrument of proxy was executed, or
the transfer of the shares in respect of which the instrument of
proxy is given, provided that no intimation in writing of such
death, insanity, revocation or transfer shall have been received by
the Company at the Office, before the commencement of the meeting
or adjourned meeting at which the instrument of proxy is used.
12. Any capitalised terms used but not defined in this notice
are as defined in the Document of which this notice forms part.
LYXOR FOCUS FUND (GBP) LTD.
FORM OF PROXY
EXTRAORDINARY GENERAL MEETING
I/We the undersigned,
________________________________________________________________________
of
_______________________________________________________________________________,
being the holder(s) of [Participating]/[Founders] Shares of the
Company, HEREBY APPOINT the Chairman of the Meeting or (see Note 2
in the notice of the Extraordinary General Meeting)
_____________________________________of
__________________________________________________ as my/our Proxy
to attend and to vote for me/us and on my/our behalf at the
Extraordinary General Meeting of the Company to be held at SG
Hambros House 18 Esplanade St Helier Jersey JE4 8RT at 11 a.m. on
30 December 2014 and at any adjournment thereof.
I/We direct that my/our votes be cast as indicated by an "X" in
the appropriate box below, the resolution being proposed as a
special resolution. If no indication is given, my/our proxy will
vote or abstain from voting at his or her discretion and I/we
authorise my/our proxy to vote (or abstain from voting) as he or
she thinks fit in relation to any other matter which is put before
the Extraordinary General Meeting (see Note 7 in the notice of the
Extraordinary General Meeting).
DESCRIPTION OF RESOLUTION For Against Withheld
The summary winding up of the
Company in accordance with Chapter
2, Part 21 of the Companies (Jersey)
Law 1991, as amended
Dated this ______ day of _______________ 2014
Signature ___________________________________________ (see Note
10 in the notice of Extraordinary General Meeting)
Full name(s) in which [Participating]/[Founders] Shares are
registered
___________________________________________________________
PLEASE USE BLOCK LETTERS
This announcement has been issued through the Companies
Announcement Service of
The Irish Stock Exchange
This information is provided by RNS
The company news service from the London Stock Exchange
END
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