TIDMDAB
RNS Number : 3329Q
Dexion Absolute Limited
26 February 2016
Dexion Absolute Limited
Winding-up Proposals
The Company has today published a circular to Shareholders
setting out the details of the Winding Up Proposals that were
announced on 23 February 2016 (the "Circular").
The Company has convened an extraordinary general meeting to be
held at 10.00 a.m. on 23 March 2016 to consider the
Resolutions.
If the Winding Up Resolution is passed, a redemption request for
the whole of the Continuing Portfolio's investment in AOFL II will
be submitted for a redemption date of 30 June 2016, with
substantially all of the realisation monies expected to be received
by the Company by the end of July 2016. First settlement of Winding
Up monies in respect of the Company's investment in AOFL II is
expected by the end of August 2016. Settlement of Winding Up monies
in respect of the Illiquid Investments is dependent on when they
can be realised and no fixed date or backstop can be given.
Realisation of Portfolio
Subject to the passing of the Winding Up Resolution, it is
expected that the Liquidator will submit a redemption request in
respect of the Continuing Portfolio's shareholding in AOFL II for a
realisation date of 30 June 2016. The Illiquid Investments will be
realised by the Liquidator as soon as practicable but it is
emphasised that there is no fixed date or backstop date by which
the Company expects the Illiquid Investments to be realised. The
Liquidator may, if it considers it appropriate, seek to sell some
or all of those Illiquid Investments at an earlier date and, in
particular, where the Liquidator considers the continuing costs of
the liquidation are disproportionate to the likely realisation
proceeds of the remaining Illiquid Investments.
However, in the event that such date is not a date on which the
net asset value of shares in AOFL II is calculated or AOFL II
suspends or delays calculations of its net asset value or suspends
or limits redemptions of its shares prior to that date, realisation
of those AOFL II shares may be delayed (in which case Shareholders
will be notified of any material delay by way of an announcement
through a RIS). Assuming a realisation date of 30 June 2016, for
those AOFL II shares, the proceeds of such redemption are expected
to be received by the Liquidator by 31 July 2016. The expected
receipt date(s) of the proceeds of redemption (or sale) of the
Illiquid Investments is yet to be determined.
Currency hedging
The Company's foreign exchange exposure to the US dollar is
currently hedged back to sterling. It is anticipated that the
Company will continue to hedge this exposure until the realisation
proceeds of the Continuing Portfolio's holding of AOFL II shares
are received, whereupon all currency hedging activities will
cease.
Redemption Portfolios
Payment of the first redemption proceeds for the 2015 Redemption
Portfolio of approximately US$51.74 million are expected to be paid
to redeeming shareholders under the 2015 Redemption Offer (and
compulsory class closures) at the end of February 2016. At that
point all of the Redemption Portfolios are expected to have an
aggregate NAV of approximately US$7.18 million (based on estimated
NAVs at 29 January 2016). Approximately 59 per cent. of that amount
represents Illiquid Investments (valued by the Company at 70 per
cent. of the latest prices/values provided by underlying managers).
It is expected that the Liquidator will continue to seek to realise
the remaining investments in the Redemption Portfolios in the same
manner and on the same timescale as has hitherto been the case.
As permitted by the terms of the relevant redemption offers
constituting the Redemption Portfolios, a proportion of the costs
of the Winding Up and of the Retention referred to below (in
proportion to the estimated NAV of each of the Redemption
Portfolios compared to the estimated NAV of the Continuing
Portfolio as at the latest practicable date before the commencement
of the Winding Up) will be attributed to each Redemption Portfolio
and deducted from the relevant redemption monies. Such costs may be
significant when compared to the remaining redemption monies
payable from each such Redemption Portfolio.
Winding Up
It is proposed that the Company be voluntarily wound-up in
accordance with section 391(1)(b) of the Law and that Ashley
Charles Paxton and Linda Maree Johnson of KPMG Channel Islands
Limited of Glategny Court, Glategny Esplanade, St Peter Port,
Guernsey be appointed liquidators of the Company. The remuneration
of the Liquidator shall be fixed on the basis of time spent by the
Liquidator and members of its staff in attending to matters arising
prior to and during the Winding Up. The payment of fees and
expenses (other than in respect of accrued fees and expenses) to
the Directors will cease from the date of the Liquidator's
appointment and no payments for loss of office will be made.
The Winding Up will become effective immediately upon the
passing of the Winding Up Resolution to be proposed at the
Extraordinary General Meeting of the Company. Further details of
the Extraordinary General Meeting are set out below and in the
notice as set out at the end of this document.
As at the close of business on 12 February 2016 (the latest
practicable date prior to the publication of this document), the
unaudited estimated Net Asset Value of the Continuing Portfolio was
GBP91.3 million (equivalent to 181.02 pence per Share), and the
value of the Company's investment in AOFL II was GBP92.68 million.
If the Winding Up Resolution is passed, the Liquidator will set
aside sufficient assets (from the Continuing Portfolio and the
Redemption Portfolios) in a Liquidation Fund to meet the Company's
liabilities including the costs of the Winding Up. The Liquidation
Fund will include a Retention which will be set at an amount that
the Liquidator considers sufficient to meet any unascertained and
unknown liabilities of the Company. This Retention is currently not
expected to exceed GBP150,000. The Retention is in addition to the
costs of the Winding Up as set out in more detail under the heading
"Costs of the Winding Up" below.
In accordance with section 397 of the Law, the Liquidator has a
statutory duty to realise the Company's assets and discharge its
liabilities before distributing surplus assets to Shareholders. The
former redeeming shareholders of the Company are now creditors of
the Company but their claims are limited to the assets in the
relevant Redemption Portfolio. Subject to the realisation timetable
for the Company's shareholding in AOFL II, above being adhered to
and receipt by the Liquidator of the relevant realisation proceeds,
it is the Liquidator's intention to make a first distribution to
Shareholders by 31 August 2016. Should the Liquidator elect to pay
an interim distribution, the Retention will be retained until such
time as the final distribution is paid. The amount and timing of
distributions are at the Liquidator's discretion.
Arrangements with the Company's service providers
Assuming the Winding Up proceeds, all arrangements with the
Company's service providers will be terminated upon the Company
being placed into voluntary winding up or when any services being
performed in connection with the Winding Up have been completed. No
compensation is payable in connection with the termination of these
contracts.
Accrual of fees pursuant to the investment management agreement
with the Manager and the investment advisory agreement with the
Investment Adviser will effectively cease as at 30 June 2016, the
realisation date for the AOFL II shares.
Dealings, settlement and cancellation of listing
The Register will be closed and the Shares will be disabled in
CREST at 5.00 p.m. on 22 March 2016 and, to be valid, all transfers
of Shares must be lodged before that time. The last day for trading
in the Shares on the London Stock Exchange for normal settlement
(in order to enable settlement prior to the closing of the
Register) will be 18 March 2016. As from 19 March 2016, dealings
should be for cash settlement only and will be registered in the
normal way if the transfer, accompanied by documents of title, is
received by the Registrar by 5.00 p.m. on 22 March 2016. Transfers
received by the Registrar after 5.00 p.m. on 22 March 2016 will be
returned to the person lodging them.
Dealings in Shares on the London Stock Exchange will be
suspended at 7.30 a.m. on 23 March 2016 and, at the same time, the
listing of the Shares on the Official List will be suspended and,
subsequently cancelled. Once the Liquidator is appointed, the
Shares will no longer be freely transferable without the sanction
of the Liquidator.
Shareholders should be aware that, should the Winding Up be
implemented, the listing of the Shares on the Official List will
then be cancelled with effect from 8.00 a.m. on 30 March 2016.
Costs of the Winding Up
The expenses incurred in relation to the Winding Up (including
all printing costs, postage costs, professional advice and the
Liquidator's fees) are currently estimated to amount to
approximately GBP60,000 or 0.12 pence per Share, which excludes the
payment of fees and expenses of service providers up to the time of
the Winding Up in accordance with the terms of their
engagement.
Termination of Trail Commissions
Trail commissions will cease to be payable to Qualifying
Investors from 30 June 2016.
Distributions
Distributions of cash by the Liquidator pursuant to the Winding
Up will take place in the normal course of a liquidation and
through the usual channels. The Liquidator will only be in a
position to make a first distribution after receipt of the
realisation proceeds arising from realisation of the Company's
shareholding in AOFL II. Distributions will be made in
sterling.
Capitalised terms used in this announcement have the same
meaning as ascribed to them in the Circular.
February 26, 2016 09:30 ET (14:30 GMT)
A copy of the Circular will shortly be submitted to the National
Storage Mechanism and will shortly be available for inspection at:
www.Hemscott.com/nsm.do. A copy is also available on the Company's
website at: www.dexionabsolute.com.
Enquiries
Carol Kilby - Dexion Capital (Guernsey) Limited 01481 743940
Robin Bowie, Robert Peel - Dexion Capital plc 020 7832 0900
Press enquiries
Anna Traniello - Dexion Capital plc 020 7832 0900
Gay Collins - Montfort Communications 0203 770 7905
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEADAKAEEKEFF
(END) Dow Jones Newswires
February 26, 2016 09:30 ET (14:30 GMT)
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