CROP Ceres Agricul.

 

TIDMCROP 
 
RNS Number : 8730K 
Ceres Agriculture Fund Limited 
27 April 2010 
 

27 April 2010 
Ceres Agriculture Fund Limited (the "Company") 
Receipt of Shareholder Requisition and Notification of Change of Date of Annual 
General Meeting 
Shareholder Requisition 
Further to the announcement by the Company on 1 April 2010 that it had received 
an invalid shareholder requisition, the Company announces that, pursuant to 
Section 203 of The Companies (Guernsey) Law 2008 as amended (the "Law"), a valid 
requisition has now been received from requisitioning shareholders representing 
in aggregate 12,696,928 ordinary shares in the Company ("Shares") (being 10.42% 
of the Company's issued share capital) (the "Requisition").  The Requisition 
requires the Directors to convene an extraordinary general meeting of the 
Company to consider the following resolutions, resolutions 1 to 3 being proposed 
as ordinary resolutions, and resolutions 4 and 5 being proposed as special 
resolutions: 
 
Ordinary Resolutions 
 
1)   THAT, provided that special resolution 5 below is not passed, it be and is 
hereby recommended to the Directors to forthwith take all steps required to make 
or procure the making of a tender offer for 50 per cent. of the Shares in issue 
(excluding any Shares held in treasury) as at the date such tender is made (the 
"Additional Tender Offer"), the Additional Tender Offer to be on substantially 
the same terms as the tender offer made by Cenkos Securities plc to purchase up 
to 24.99 per cent. of the Shares as set out in a tender offer announced on 29th 
March 2010 (the "First Tender Offer") save as to the size and timing of such 
tender offer and that the tender price shall be equal to 97 per cent. of the 
latest published estimated unaudited net asset value per Share as at the close 
of business on the closing date of the tender. 
 
2)   THAT in addition to all previous authorities, the Company be generally and, 
subject as hereinafter provided, unconditionally authorized in accordance with 
the Law to make market acquisitions of Shares (within the meaning of section 316 
of the Law), provided that: 
 
a.   The maximum number of Shares hereby authorized to be purchased is 
60,920,041 or such lesser number of Shares as represents 50 per cent. of the 
Shares in issue (excluding any Shares held in treasury) on the date that the 
Additional Tender Offer is made; 
 
b.   The price payable by the Company for each Share shall be the repurchase 
price (the "Repurchase Price") which shall be both the maximum and the minimum 
price for the purposes of section 315 of the Law.  The Repurchase Price shall be 
a price equivalent to 97 per cent. of the latest published estimated unaudited 
net asset value per Share as at the close of business on the closing date of the 
Additional Tender Offer; and 
 
c.   The authority hereby conferred shall expire on 31 December 2010. 
 
3)   THAT, subject to the passing of resolution 5 below: 
 
a.   James Robert Toynton of Grant Thornton Limited, Lefebvre House, Lefebvre 
Street, St Peter Port, Guernsey be hereby appointed as sole liquidator of the 
Company (the "Liquidator"); and 
 
b.   Pursuant to section 395(1)(b) of the Law, the remuneration of the 
Liquidator be fixed on the basis of time spent by him and members of his staff 
in attending to matters arising prior to and during the winding up of the 
Company and the Liquidator be and is hereby authorized to draw such remuneration 
monthly or at such longer intervals as they may determine and to pay any 
expenses properly incurred by him. 
Special Resolutions 
 
4)   THAT for the purposes of the Additional Tender Offer the provisions of 
article 4A of the Company's Articles of Incorporation be disapplied. 
 
5)   THAT the Company be voluntarily wound up in accordance with section 
391(1)(b) of the Law. 
 
 
The Board and its advisers will prepare a response to the Requisition and a 
circular convening an extraordinary general meeting of the Company to consider 
the resolutions set out above, which will be posted to shareholders within 21 
days, in accordance with the Law. 
 
Change of date of Annual General Meeting 
 
An announcement was made by the Company on 26 April 2010 that its 2010 Annual 
General Meeting will be held on 16 June 2010.  Notice of this meeting has not 
yet been dispatched to shareholders.  In view of the required timing of the 
requisitioned extraordinary general meeting, the Board has decided to change the 
date of its 2010 Annual General Meeting to 15 June 2010.  This is also the 
anticipated date of the extraordinary general meeting.  Notice convening the 
Annual General Meeting will be sent to shareholders by post shortly. 
 
First Tender Offer 
 
As announced on 29 March 2010, the Directors are already implementing a tender 
offer for 24.99 per cent. of the Shares currently in issue at a tender price 
equal to 95.5 per cent. of the latest published estimated unaudited net asset 
value per Share as at the close of business on 30 April 2010.  A circular 
setting out the details of the First Tender Offer was posted to shareholders on 
9 April 2010 and is available on the Company's website 
(www.ceresagriculture.com).  The results of the First Tender Offer will be 
announced on 4 May 2010. 
 
 
 
Further enquiries: 
 
FourWinds Capital Management, Investment Manager 
Kimberly Tara 
legal@fourwindscm.com 
 
Cenkos Securities plc, Corporate Broker 
Will Rogers +44 (0)20 7397 1920 
Peter Hindmarsh +44 (0)20 7397 1983 
 
HSBC Securities Services (Guernsey) Limited, Administrator 
Tel: +44 (0) 1481 707 000 
 
Citigate Dewe Rogerson, PR Advisor 
Kevin Smith /Lindsay Noton +44 207 638 9571 
 
The Company is a Guernsey domiciled Authorised Closed-ended investment scheme 
pursuant to section 8 of the Protection of Investors (Bailiwick of Guernsey) Law 
1987, as amended and rule 6.02 of the Authorised Closed-ended Investment Schemes 
Rules, 2008. 
 
The ordinary shares of the Company ("Shares") have not been and will not be 
registered under the US Securities Act of 1933, as amended ("Securities Act") or 
the US Investment Company Act of 1940, or with any securities regulatory body or 
any state or other jurisdiction in the United States and, subject to certain 
exceptions, may not be offered or sold in the United States or to or for the 
account or benefit of US persons (as such term is defined in Regulation S under 
the Securities Act) absent registration under the Securities Act or an 
applicable exemption from such registration. No public offering of any shares in 
the Company is being, or has been, made in the United States. 
 
FUTURES AND OPTIONS TRADING HAS LARGE POTENTIAL REWARDS, BUT ALSO LARGE 
POTENTIAL RISKS. YOU MUST BE AWARE OF THE RISKS AND BE WILLING TO ACCEPT THEM IN 
ORDER TO INVEST IN THE FUTURES AND OPTIONS MARKETS AND IN ORDER TO INVEST IN THE 
COMPANY. DO NOT TRADE OR INVEST WITH MONEY YOU CAN'T AFFORD TO LOSE. THIS 
ANNOUNCEMENT AND ITS CONTENTS ARE NEITHER A SOLICITATION NOR AN OFFER TO BUY OR 
SELL FUTURES, STOCKS OR OPTIONS ON THE FUTURES OR OPTIONS MARKETS. NO 
REPRESENTATION IS BEING MADE THAT ANY ACCOUNT OR INVESTMENT WILL OR IS LIKELY TO 
ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE DISCUSSED IN THIS ANNOUNCEMENT (IF 
ANY). THE PAST PERFORMANCE OF ANY TRADING SYSTEM OR METHODOLOGY IS NOT 
NECESSARILY INDICATIVE OF FUTURE RESULTS. 
 
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN 
CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE 
PERSONS, AN OFFERING MEMORANDUM FOR THE COMPANY IS NOT REQUIRED TO BE, AND HAS 
NOT BEEN FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION 
DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR 
ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE COMMODITY FUTURES TRADING 
COMMISSION HAS NOT REVIEWED OR APPROVED ANY OFFERING BY THE COMPANY OR ANY 
OFFERING MEMORANDUM FOR THE COMPANY. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCLDLFLBZFEBBL 
 

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