TIDMGSDO TIDMGSDE TIDMGSDU
RNS Number : 4232D
Goldman Sachs Dynamic Opportunities
22 March 2011
22 March 2011
Goldman Sachs Dynamic Opportunities Limited
2011 Continuation Resolutions
The Company is today posting a Circular to Shareholders in
connection with the 2011 Continuation Resolutions.
Background
The Company's discount management provisions were triggered for
the second time in January 2010 and, at the relevant class meetings
held on 23 April 2010, the 2010 Continuation Resolutions of the EUR
Share class and the US$ Share class were not passed. Accordingly,
under the Articles, the Company put forward the 2010 Redemption
Offers offering to redeem the EUR Shares and the US$ Shares. The
2010 Continuation Resolution of the GBP Share class was passed.
Pursuant to the 2010 Redemption Offers, 33.5 per cent. of the
then issued EUR Shares and 87.3 per cent. of the then issued US$
Shares were redeemed.
Those Shares redeemed pursuant to the 2010 Redemption Offers had
an aggregate value (using the net assets of the Company as at 30
June 2010 and then prevailing spot currency exchange rates) of
approximately US$65.2 million. The first payment of redemption
monies for those Shares representing approximately 82 per cent. of
the total amount due) was paid by reference to the Company's final
NAV as at 30 September 2010 with settlement of such redemption
monies being made on 18 November 2010. Further payments of
redemption monies to be made pursuant to the 2010 Redemption Offers
will be made in due course.
Current Position
Over the 12 month period ended 31 December 2010, the GBP Shares,
EUR Shares and US$ Shares traded, on average, at discounts to their
respective NAVs of 15.23 per cent., 14.47 per cent, and 14.44 per
cent. This occurred despite:
(i) the positive NAV performance of the Continuing Portfolio (in
US$ terms) during 2010. The NAV of the US$ Shares rose by 5.73 per
cent., whilst the NAV of the EUR Shares and the GBP Shares, (which,
in the case of the EUR Shares, were unhedged throughout the period
and, in the case of the GBP Shares, were unhedged during the period
1 January 2010 to 30 March 2010) rose by 13.04 per cent. and 12.85
per cent. respectively; and
(ii) the continued recovery of the Share price of each class
during 2010. The Share price of the GBP Shares rose by 14.36 per
cent., whilst the Share price of the EUR Shares and the US$ Shares
rose by 20.65 per cent. and 7.22 per cent. respectively.
Accordingly, the Board is required under the Articles to propose
the 2011 Continuation Resolutions in respect of the GBP Shares, EUR
Shares and US$ Shares within 4 months of such discount floor being
triggered.
Proposals
The Board and the Company's advisers have considered what
proposals can be put (i) to holders of those classes which fail to
pass 2011 Continuation Resolutions and (ii) to Shareholders
generally should all of the 2011 Continuation Resolutions be passed
(or, if one or more of the 2011 Continuation Resolutions fails,
where the Board, in its absolute discretion, determines to do so),
and will continue to review those proposals in the light of market
conditions, Liquidity Constraints and other relevant factors. Once
the outcomes of the Continuation Resolutions are known, the Board
will seek to formulate definitive proposals to put to Shareholders.
Accordingly the proposals referred to in this announcement and the
Circular (other than the Continuation Resolutions themselves)
should be considered as tentative and should not be relied on for
any purpose.
In summary, the current proposals are:
-- an offer to redeem all Shares of each class which does not
pass its 2011 Continuation Resolution;
-- where one or more of the 2011 Continuation Resolutions are
not passed, the apportionment of investments in the existing
Continuing Portfolio between a Continuing Portfolio and a
Redemption Portfolio so as not to prejudice Continuing
Shareholders;
-- where all the 2011 Continuation Resolutions are passed, a
commitment by the Board for the Company to undertake Share
repurchases/redemptions in the 12 month period following the Class
Meetings either in the secondary market and/or through one or more
tender offers and/or through reverse auction arrangements. Such
share repurchases/redemptions would have a maximum value of 25 per
cent. of the Company's aggregate NAV (at a date determined by the
Board);
-- where each of the 2011 Continuation Resolutions for the GBP
Share class and the US$ Share class are passed (as the Company's
two largest Share classes by attributable assets) but the 2011
Continuation Resolution for the EUR Share class fails, the Board,
in its absolute discretion, may determine to make Share
repurchases/redemptions of the GBP Shares and the US$ Shares on
such timetable as the Board may determine at its sole discretion.
Such share repurchases/redemptions would have a maximum value of 25
per cent. of the NAV of the Continuing Portfolio (at a date
determined by the Board); and
-- in circumstances where one or more other 2011 Continuation
Resolutions fails, the Board shall determine in light of all the
circumstances what, if any, Share repurchase or redemption
proposals for continuing classes may be appropriate.
It is emphasised, however, that these are indicative proposals
only and various factors may lead the Board to put forward
proposals following the conclusion of the Class Meetings which are
substantially different from those summarised above.
Shareholders should note that, depending on the timing of any
Redemption Proposals, it is possible that such Redemption Proposals
will have closed for acceptance prior to any conversions between
Share classes by reference to the 31 March 2011 NAV Calculation
Date becoming effective.
Resolutions and Meetings
The 2011 Continuation Resolution of the GBP Share class is
subject to the approval of GBP Shareholders at the GBP Meeting
convened for 9.30 a.m. on 14 April 2011 (or at any adjournment
thereof). The 2011 Continuation Resolution of the EUR Share class
is subject to the approval of EUR Shareholders at the EUR Meeting
convened for 9.35 a.m. on 14 April 2011 (or at any adjournment
thereof). The 2011 Continuation Resolution of the US$ Share class
is subject to the approval of US$ Shareholders at the US$ Meeting
convened for 9.40 a.m. on 14 April 2011 (or at any adjournment
thereof). Notices convening the Class Meetings are set out in the
Circular. At each Class Meeting an ordinary class resolution will
be proposed that the Shares of each class continue in issue.
Portfolio liquidity
As at 16 March 2011, based on the estimated value of the
Continuing Portfolio as at 1 March 2011 and the assumptions set out
in the table immediately below, the Investment Manager's current
expectation is that investments in the Continuing Portfolio could
be realised in accordance with the following indicative timetable
(which should not be relied upon for any purpose) assuming no
requirement to maintain a balanced investment portfolio during the
realisation period and that realisations are made with effect from
30 September 2011:
Cumulative % of Continuing
Portfolio expected to have
Realisation proceeds received by(1) been realised(2,5)
By 31 January 2012 62%
By 30 April 2012 72%
By 31 July 2012 84%
By 31 October 2012 91%(3)
1. The above table assumes that no Liquidity Constraints are
imposed or arise other than those of which the Investment Manager
had actual knowledge as at 16 March 2011. There may be other
matters or factors which affect the availability, amount or timing
of receipt of the proceeds of realisation of some or all of the
Company's investments, including the desire to maintain a balanced
investment portfolio and/or intervening economic events. Amounts or
percentages shown after 31 October 2012 should be considered to be
highly speculative.
2. The above table is based on estimated valuations of the
Continuing Portfolio as at 1 March 2011 and assumes valuations of
investments are unchanged from that date. Such valuations may be
estimated and/or unaudited and may be inaccurate and/or subject to
conflicts of interest. Investments may not realise the assumed cash
sum and/or percentage of such valuations at the times assumed or at
all. The above table excludes cash required to settle outstanding
redemption payments pursuant to the 2010 Redemption Offers and
investments held within the 2010 redemption portfolio.
3. It is expected that of the Company's remaining investments in
the Continuing Portfolio as at 31 October 2012 approximately 2 per
cent. (using estimated valuations as at 1 March 2011) will
constitute investments which are being redeemed over an extended
period and which are expected to be finally redeemed by 31 July
2014, whilst the remainder will constitute investments in illiquid
underlying funds that have suspended redemptions, imposed gates,
invested in illiquid special investments or have other similar
liquidity impairment (including side pockets, synthetic side
pockets and/or liquidating trusts). It is currently uncertain when
those latter investments could be realised and their current value
will fluctuate.
4. The above table assumes that Continuing Portfolio
realisations are made with effect from 30 September 2011. It also
assumes realisation proceeds are received within 30 days after the
date on which realisation becomes effective. There may be other
matters or factors which affect the availability, amount or timing
of receipt of the proceeds of realisation of some or all of the
Company's investments. The expected realisations proceeds do not
include any costs of realising investments.
5. The above table takes no account of any disposals of
investments in the Continuing Portfolio to fund repurchases or
redemptions of Shares.
The information in this table has not been subject to audit and
should be considered to be illustrative.
Realisations of investments in a Redemption Portfolio created
pursuant to acceptances of any Redemption Proposals could be
expected to take place in accordance with the indicative timetable
above with a pro rata amount of the cash sums referred to being
realised (on a winding up basis) but subject to the same
assumptions and caveats as mentioned above.
However, it is emphasised that there is no guarantee that the
Continuing Portfolio will realise the amounts referred to above (or
that a Redemption Portfolio would realise a pro rata amount
thereof) or that it (or a Redemption Portfolio) can be realised in
accordance with the above indicative timetable, or at all.
Furthermore the Continuing Portfolio is dynamic and, until further
notice (and, in particular, until such time as a Redemption
Portfolio is created), the Investment Manager will manage the
Continuing Portfolio with a view to achieving the Investment
Objective which, amongst other things, may result in the Company
being invested in less liquid investments from time to time. It is
also emphasised that the values of any underlying investments as at
the time of realisation may differ significantly from the values
used in the Circular.
Goldman Sachs related persons
As at 18 March 2011, 8.3 per cent. of the issued GBP Shares and
62.3 per cent. of the issued EUR Shares were held by discretionary
private wealth management clients of Goldman Sachs or by Goldman
Sachs on a proprietary basis.
In view of its interest in the outcome of the 2011 Continuation
Resolutions, it is Goldman Sachs' current intention (and that of
other relevant entities within its group) that those Shares will be
represented at the Class Meetings (and hence form part of the
quorums at those Class Meetings) but will not be voted unless the
relevant Goldman Sachs entity has received instructions from a
client to vote the relevant Shares (whether for or against a 2011
Continuation Resolution). Whilst instructions will be solicited
from those clients, it is currently intended that no member of
Goldman Sachs will provide any recommendation to those clients as
to whether any Shares should be voted for or against the relevant
2011 Continuation Resolution.
As a result of its decision not to vote its own Shares and only
to vote Shares in respect of which it has discretionary authority
in accordance with client directions, there can be no certainty as
to how many Shares of any class held by Goldman Sachs' clients will
be voted at the Class Meetings or how many of those will be voted
either for or against the relevant 2011 Continuation
Resolution.
Recommendation and voting intentions
The Board considers that a vote in favour of a 2011 Continuation
Resolution to be proposed at each of the Class Meetings is in the
best interests of Shareholders as a whole. Accordingly, the Board
unanimously recommends Shareholders to vote in favour of the 2011
Continuation Resolutions.
The Directors intend to vote in favour of the 2011 Continuation
Resolution for GBP Shares in respect of their aggregate holding of
25,000 GBP Shares (representing approximately 0.02 per cent. of the
Company's issued GBP Shares).
Further information
Further details of the indicative nature of any Redemption
Proposals and the Buyback Arrangements, together with detailed
performance information for the Company, an investment review for
2010 and for January 2011 and an investment outlook are set out in
the Circular.
The Circular also contains further information which
Shareholders should take into consideration in deciding whether to
vote for or against the 2011 Continuation Resolutions including
certain risk factors (which are not intended to be exhaustive)
which may be relevant generally and/or to the 2011 Continuation
Resolutions being passed and/or to a Shareholder electing to redeem
Shares pursuant to any Redemption Proposals and/or to the Buyback
Arrangements.
Expected Timetable
Latest time and date for receipt of 9.30 a.m. on 12 April 2011
white Forms of
Proxy for the GBP Meeting
Latest time and date for receipt of 9.35 a.m. on 12 April 2011
red Forms of
Proxy for the EUR Meeting
Latest time and date for receipt of 9.40 a.m. on 12 April 2011
blue Forms of Proxy for the US$ Meeting
GBP Meeting 9.30 a.m. on 14 April 2011
EUR Meeting 9.35 a.m. on 14 April 2011
US$ Meeting 9.40 a.m. on 14 April 2011
Enquiries:
Robin Amer Tel: +44 (0)1481 744 000
RBC Offshore Fund Managers Limited
Niklas Ekholm Tel: +44 (0)20 7051 9270
Head of International Public Relations
Goldman Sachs Asset Management
Anisha Patel Tel: +44 (0)20 7774 2523
Media Relations
Goldman Sachs Asset Management
Stuart Klein Tel: +44 (0)20 7678 8000
RBS Hoare Govett Limited
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the Circular
dated 22 March 2011.
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBLGDXDGDBGBD
Goldman D USD (LSE:GSDU)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Goldman D USD (LSE:GSDU)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024
