Boussard & Gavaudan Holding Limited (GBP): RNS Announcement - MAR - EGM
24 Julho 2023 - 1:01PM
Boussard & Gavaudan Holding Limited (GBP): RNS Announcement -
MAR - EGM
Boussard &
Gavaudan Holding Limited
(the “Company”)
a closed-ended investment company
incorporated with limited liability under the laws of
Guernsey with registration number
45582
Legal Entity Identifier: 5493002XNM3W9D6DF327
Proposed Managed Wind-Down of the
Company
As set out in the shareholder circular published
by the Company on 8 October 2019, the Company's board of directors
(the "Board") is required to propose a resolution
on the future of the Company at its upcoming annual general meeting
to be held on 28 September 2023 (the "AGM").
After extensive consultation with its investment
manager, Boussard & Gavaudan Investment Management LLP
("BGIM") and its advisers and certain
shareholders, the Board has decided to put forward proposals for a
managed wind-down of the Company (the "Managed
Wind-Down"). For administrative convenience, these
proposals will be presented to shareholders at a separate
extraordinary general meeting of the Company (the
"EGM") to be held on 28 September 2023 immediately
following the completion of the AGM. A shareholder circular
containing further details on the proposals, the Board's rationale
for making the proposals, and convening the EGM is expected to be
published by the end of August 2023.
Approval of the Managed Wind-Down will not
result in an immediate liquidation of the Company. Instead, the
Board intends to work with BGIM to effect an orderly realisation of
the Company's underlying assets in a manner consistent with the
liquidity of the Company's portfolio. The Board expects the orderly
realisation to be completed by the end of 2024, at which point the
net realisation proceeds will be paid to shareholders.
The Board intends to provide shareholders with
the opportunity to either: (i) rollover their investment into a
separate private investment fund managed by BGIM, subject to
eligibility requirements (the "Rollover"); or (ii)
receive cash pursuant to a full cash exit for shareholders that do
not wish to, or cannot participate in, the Rollover (the
"Cash Exit"). The Board intends that the costs of
the proposals will be borne equally by all shareholders (whether
electing for the Rollover or a Cash Exit). As such, both the
Rollover and the Cash Exit will be effected by reference to the
latest announced NAV per share as at the completion of the orderly
realisation.
The Board intends to maintain the Company's
listing during the realisation period and will seek to de-list the
Company and enter the Company into liquidation shortly following
the completion of the Rollover and the Cash Exit. A shareholder
circular containing further details on the proposed Rollover,
together with election forms for eligible shareholders wishing to
participate in the Rollover, is expected to be published in the
second half of 2024.
Mr Emmanuel Gavaudan, who holds 15.92% of the
Company's issued share capital as at the date of this announcement,
has informed the Board that he intends to vote in favour of the
Managed Wind-Down.
The person responsible for arranging for the
release of this announcement on behalf of the Company is Guillaume
Vinatier, General Counsel of Boussard & Gavaudan Investment
Management LLP.
For further information please contact:
Boussard &
Gavaudan Investment Management,
LLP
Emmanuel Gavaudan
+44 20 3751 5389
JTC Fund Solutions (Guernsey) Limited
Secretary
+44 (0) 1481 702400
24 July 2023
Website: www.bgholdingltd.com
The Company is established as a closed-ended
investment company domiciled in Guernsey. The Company has received
the necessary approval of the Guernsey Financial Services
Commission and the States of Guernsey Policy Council. The Company
is registered with the Dutch Authority for the Financial Markets as
a collective investment scheme pursuant to article 2:73 in
conjunction with 2:66 of the Dutch Financial Supervision Act (Wet
op het financieel toezicht). The shares of the
Company (the "Shares") are listed on Euronext Amsterdam.
The Shares are also listed on the Official List of the UK
Listing Authority and admitted to trading on the London Stock
Exchange plc's main market for listed securities.
This is not an offer to sell or a solicitation
of any offer to buy any securities in the United States or in any
other jurisdiction. This announcement is not intended to and does
not constitute, or form part of, any offer or invitation to
purchase any securities or the solicitation of any vote or approval
in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.
Neither the Company nor BG Master Fund ICAV have
been, and neither will be, registered under the US Investment
Company Act of 1940, as amended (the "Investment Company Act"). In
addition the securities referenced in this announcement have not
been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act"). Consequently any such
securities may not be offered, sold or otherwise transferred within
the United States or to, or for the account or benefit of, US
persons except in accordance with the Securities Act or an
exemption therefrom and under circumstances which will not require
the issuer of such securities to register under the Investment
Company Act. No public offering of any securities will be made in
the United States.
You should always bear in mind that:
all investment is subject to risk;
- results in the past are no guarantee of future results;
- the investment performance of BGHL may go down as well as up.
You may not get back all of your original investment; and
- if you are in any doubt about the contents of this
communication or if you consider making an investment decision, you
are advised to seek expert financial advice.
This communication is for information purposes only and the
information contained in this communication should not be relied
upon as a substitute for financial or other professional
advice.
- BGHL - RNS Announcement - MAR - EGM - Final- 20230724
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