Notice of EGM


 

TIDMPMSF 
 
RNS Number : 3055C 
JPMorgan Progressive Multi-Strategy 
10 November 2009 
 

JPMORGAN PROGRESSIVE MULTI-STRATEGY FUND LIMITED 
("the Company") 
Registration No: 46407 
 
 
Registered Office: 
2ND FLOOR, REGENCY COURT, GLATEGNY ESPLANADE, ST. PETER PORT, GUERNSEY, GY1 3NQ 
 
 
TELEPHONE: + 44 1481 720 321 
FACSIMILE: + 44 1481 716 117 
EMAIL: Funds@bfgl.com 
 
 
IMMEDIATE ANNOUNCEMENT 
 
 
Proposed liquidation of the Company 
10 November 2009 
 
 
On 17 September 2009, the Company announced that it had decided to consider all 
available options to enable the Company's shareholders to realise their 
investments, including a voluntary solvent winding up of the Company. 
 
 
Having considered the options available to the Company, the Company announces 
that it is today posting a circular convening a meeting of Shareholders to be 
held at the Company's registered office, 2nd Floor, Regency Court, Glategny 
Esplanade, St Peter Port, Guernsey GY1 3NQ at 10.30 a.m. on 11 December 2009 in 
order to approve the Board's proposals for a voluntary winding up of the Company 
and the distribution of cash to Shareholders and the cancellation of the 
Company's admission both to trading on AIM and to the Official List of the 
Channel Islands Stock Exchange. 
 
 
Reasons for the Liquidation 
 
 
The Company was established with a half-yearly redemption facility under which, 
subject to certain limitations and at the Directors' discretion, Shareholders 
may request the redemption of all or part of their holdings of shares for cash. 
On 1 September 2008, the Directors approved the redemption of 3,450,000 Shares 
at a redemption price of 89.72 pence per share. On 28 February 2009, the 
Directors approved the redemption of a further 5,402,500 Shares at a price of 
69.66 pence and on 1 September 2009 a further 1,352,522 Shares were redeemed at 
a price of 78.91 pence per Share. Following the redemption on 1 September 2009, 
there are 14,854,978 Shares in issue, compared with 25,060,000 Shares when the 
Company was admitted to trading on AIM and to listing and trading on CISX on 15 
May 2007. Through redemptions, the Company's capital base has fallen by 
approximately 40 per cent. As a result of these redemptions, the Directors 
believe that the Company no longer has sufficient assets to support its cost 
base and that the returns from the portfolio will be reduced by the costs which 
in turn will make it less attractive to current and prospective investors. 
 
 
Accordingly, the Directors have been advised by the Manager that it is unlikely 
that the Company will be able to raise additional funds and so believe that the 
Company will not be able to regain critical mass for the foreseeable future. 
 
 
In proposing that the Company be wound up, the Directors have had regard for the 
limited trading in the Shares, the decreasing level of interest from investors 
in the Company as well as the increasing proportion of the Company's value that 
would be expended on the operating costs of the Company. In addition, the 
Directors have taken account of the following factors: 
-  the desire on the part of some shareholders to realise their investment in 
cash; and 
-  liquidation of the Company would enable Shareholders to dispose of their 
Shares free of dealing costs. 
 
 
Liquidation of the Company 
 
 
As noted above, it is proposed that the investment portfolio will be fully 
realised and it is therefore proposed that the Company be placed in members' 
voluntary liquidation in accordance with the provisions of the Law and that the 
Company's net assets available for distribution on such winding up be 
distributed to Shareholders. 
 
 
The Liquidators will set aside sufficient assets in a Liquidation Fund to meet 
the Company's liabilities including the estimated costs of the Proposals. The 
Liquidators will also provide in the Liquidation Fund for a Retention, which 
they consider sufficient to meet any contingent and unknown liabilities of the 
Company. This Retention is currently expected not to exceed GBP100,000. 
 
 
On the basis of the unaudited net asset value of the Company as at 30 October 
2009, the assets of the Company available for distribution on liquidation would 
be approximately GBP11.6 million (which amount includes provision for the 
Liquidation Fund), which is equivalent to approximately 78.2 pence per Share in 
issue although the amount finally distributed may be different from the amounts 
indicated above due to a variety of factors including the ongoing costs payable 
during the liquidation and settlement of any currently unknown or contingent 
liabilities. 
 
 
Liquidation distribution(s) 
 
 
The appointment of the Liquidators and the winding up of the Company will take 
effect immediately upon the passing of the Resolution. The Liquidators intend, 
immediately following the passing of the Resolution, to serve a redemption 
notice in order to realise the Company's investment in the PM-S Fund and expect 
to make an initial capital distribution to Shareholders on the Register at the 
close of business on 11 December 2009 on or around 19 February 2010. Any 
unutilised amount within the Liquidation Fund, including the Retention, will 
potentially be available for future distributions to Shareholders. 
 
 
Dealings and Guernsey regulatory notification 
 
 
Application will be made to AIM and CISX for dealings in the Shares to be 
suspended on AIM and CISX at 7.00 am on 11 December 2009. 
 
 
The Register will be closed at the close of business on 11 December 2009 and the 
Shares will also be disabled in CREST at the close of business on 11 December 
2009. Transfers received after the Register has been closed will be returned to 
the person lodging them. 
 
 
After the liquidation of the Company and the making of any final distribution, 
existing certificates in respect of Shares will cease to be of value and any 
existing credit of Shares in any stock account in CREST will be redundant. 
 
If the Resolution is approved, it is the Company's intention to apply to cancel 
the admission of the Shares to trading on AIM and on the Official List of the 
CISX and it is expected that such admissions will be cancelled on 14 December 
2009. 
 
 
The Company is authorised as an Authorised Closed-ended investment scheme by the 
Guernsey Financial Services Commission (the "Commission") under Section 8 of the 
Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the 
Authorised Closed-Ended Investment Schemes Rules 2008 made thereunder (the 
"Rules"). Notification of the Proposals has been given to the Commission 
pursuant to the Rules. 
 
 
Dividends 
 
 
No dividends will be declared or paid if the Resolution is approved. 
 
 
Costs of the Proposals 
 
 
The legal, advisory and other costs and expenses in connection with the 
Proposals (excluding the Retention) are currently estimated to amount to 
approximately GBP70,000. 
 
 
The entitlement of the Directors to fees will cease when the Liquidators are 
appointed, and no payments for loss of office will be made. 
 
 
The Company announces that it has appointed Grant Thornton Corporate Finance as 
its Financial Adviser. The Board also proposes to appoint, conditional upon the 
consent of Shareholders to its proposals at the EGM,  James Robert Toynton of 
Grant Thornton Limited, Lefebvre House, Lefebvre Street, St. Peter Port, 
Guernsey and Gareth Morris of Grant Thornton UK LLP, 30 Finsbury Square, London 
EC2P 2YU  as joint liquidators for the purpose of the proposed liquidation. 
 
 
Copies of the circular to Shareholders will be available at the Company's 
registered office, 2nd Floor, Regency Court, Glategny Esplanade, St Peter Port, 
Guernsey GY1 3NQ and on its website, http://www.jpmpms.co.uk. 
 
Terms used in this announcement have the same meaning as in the circular to 
Shareholders. 
 
 
Enquiries: 
JPMorgan Asset Management (UK) Limited 
 Richard Plaskett or Alison Vincent - 
020 7742 6000 
 
 
Grant Thornton Corporate Finance 
 Philip Secrett or Colin Aaronson - 020 7383 
5100 
 
 
Shore Capital 
 Dru Danford - 020 7408 4090 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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