Boussard & Gavaudan Boussard & Gavaudan Holding Limited (EUR): Rns Announcement - Mar - Egm
24 Julho 2023 - 1:01PM
UK Regulatory
TIDMBGHL
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;
1. results in the past are no guarantee of future results;
2. the investment performance of BGHL may go down as well as up. You may not
get back all of your original investment; and
3. 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.
Attachment
-- BGHL - RNS Announcement - MAR - EGM - Final- 20230724
https://ml-eu.globenewswire.com/Resource/Download/852e2bb9-fd30-49ff-925e-ee7a85827672
(END) Dow Jones Newswires
July 24, 2023 12:01 ET (16:01 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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