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
Results of the Adjourned Sterling Class Meeting
Resolutions for the Managed Wind-down and Amendment of the
Company's Investment Policy and the Articles of Incorporation
Passed
The Company hereby gives notification that at the adjourned
class meeting of the holders of Sterling Shares in the Company (the
"Sterling Class Meeting") held on Thursday, 5 October, 2023 at
12.00 p.m., the resolution set out in the notice of that meeting
was duly passed.
In accordance with listing rule 9.6.2 a copy of the resolution
passed by the holders of Sterling Shares at the Sterling Class
Meeting, which was a special resolution, has been submitted to the
National Storage Mechanism and will shortly be made available for
inspection at:
https://www.globenewswire.com/Tracker?data=bFeC8vDsLBSTJtveqNNce_flQoY2oYTag3DEjx6OTckgtKmMj613y8nrcNoH35D3AexIC3i91Nx60tMSwLcpt1MttftZDma-GrVZ045fpSPH67vbEO70btqBC8sL1H8xEx7XwzRk1YF9hYkgWrBDPPOGqlJ_y305AIkcQW9FmZwaQi97FrrQyXTCwssUOhUj
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The details of the resolution passed are as follows:
1. That, subject to the passing of all other Resolutions, all Sterling
Shares in the Company in issue be converted into (and all new Sterling
Shares subsequently issued by the Company shall be issued as) ordinary
shares that are redeemable at the option of the Company, in accordance
with article 4.11 and 14 of the Articles. (41,535 votes cast all in
favour, none against and none withheld)
As all resolutions proposed at the extraordinary general meeting
and the class meetings of the holders of both Euro Shares and
Sterling Shares have now been passed by the requisite majorities
and as all resolutions were inter-conditional, the proposed
resolutions can now take effect. However, the amendments to the
Company's investment policy and to the articles of incorporation
will only take effect one month from the date of this announcement
in accordance with applicable Dutch regulation.
Amended Investment Objective and Policy
The Company's amended investment objective and policy will be as
follows:
"Investment Objective
To conduct a realisation of the existing assets of the Company
in an orderly manner.
Investment Policy
The Company will pursue its investment objective by effecting:
(i) an orderly realisation of its directly held assets; and (ii) a
redemption of its Sub-Fund shares as of 1 November 2024, in each
case in a manner that will maximise Shareholder value and for the
purpose of returning the net proceeds to Shareholders.
The Company will cease to make any new investments or to
undertake capital expenditure, except where, in the opinion of the
Board and the Investment Manager:
-- failure to make the follow-on investment may result in a breach of
contract or applicable law or regulation by the Company; or
-- the investment is considered necessary to protect or enhance the value of
any existing investments or to facilitate orderly disposals.
Any realised cash may be invested in cash or cash equivalent
investments, which may include short-term investments in money
market funds and tradeable debt securities ("Cash and Cash
Equivalents"). There is no restriction on the amount of Cash and
Cash Equivalents that the Company may hold.
Borrowing and derivatives
The Company will not undertake borrowing other than for
short-term working capital purposes. The Company may use
derivatives for hedging as well as for efficient portfolio
management.
Material changes to the Company's investment policy
Any material change to the Company's revised Investment
Objective and Policy would require Shareholder approval by ordinary
resolution and approval by the FCA in accordance with the Listing
Rules."
Amended Articles of Incorporation
The Company's amended articles of incorporation are attached to
this announcement and available on the Company's website:
https://www.globenewswire.com/Tracker?data=bFeC8vDsLBSTJtveqNNce3_a_Zkla0PQRHEXc11LkcmTxrMBIwHV-zU9opPUmmIOcSuIDhsvIydlSPmvQeCbF0s1HWvNwFdOlf2wHHGxWl8pYOOtxjPUqtWV_uwCzHwilVvvaa_JQfhH1jLezasMD6zacQP8nDNX49CcGrY2pnyzFmO_IVFUjeMFqVW4kX4e
https://www.bgholdingltd.com/p/19/legal-documentation
The Board would like to thank the shareholders for their
continued support.
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
5 October, 2023
Website:
https://www.globenewswire.com/Tracker?data=mQr7U-Mmqldo3ucLvqqfwgSD1V3DvFk18-FEfA4rwVNd8ZlfYOi-ZRhchQ_kPNzHgkjsn3AbWbTrp-GkjLxVEUSfP_K3fBr7gj98L8GQxnQ=
www.bgholdingltd.com
The Company is established as a closed-ended investment company
domiciled in Guernsey. The Company has been authorised by the
Guernsey Financial Services Commission as an authorised
closed-ended investment scheme. 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.
END OF ANNOUNCEMENT
Attachments
-- Results of Sterling Class meeting 05.10.23
https://ml-eu.globenewswire.com/Resource/Download/da3685fc-1ac0-4e76-8a11-9d5c650258d6
-- ARTICLES_ BGHL -- revised articles 2023 10 05
https://ml-eu.globenewswire.com/Resource/Download/d2c23725-7b64-4e16-829c-829748115bfe
(END) Dow Jones Newswires
October 05, 2023 12:01 ET (16:01 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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