Requisition & Change Annual General Meeting Date
April 27 2010 - 8:54AM
UK Regulatory
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
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