Tender Offer
May 04 2010 - 5:21AM
UK Regulatory
TIDMCROP
RNS Number : 2488L
Ceres Agriculture Fund Limited
04 May 2010
4 May 2010
CERES AGRICULTURE FUND LIMITED
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.
Results of the Tender Offer and Tender Price
Ceres Agriculture Fund Limited ("Ceres" or the "Company" ), a Guernsey
domiciled, closed-ended investment company established to invest in an actively
managed portfolio of exchange-traded agricultural commodity contracts and
derivatives managed by FourWinds Capital Management, announces the results of
its Tender Offer and the Tender Price.
On 9 April 2010, the Company sent a circular (the "Circular") to Shareholders in
respect of a tender offer for up to 24.99 per cent. of the Company's issued
share capital being 121,840,083 Ordinary Shares as at the close of business on
the Record Date (29 March 2010).
The Closing Date for the Tender Offer was 1.00 p.m. on 30 April. At the Closing
Date the Tender Offer was oversubscribed and 79,952,218 Ordinary Shares (65.6
per cent of the issued Ordinary Shares ) were tendered by holders owning
97,784,474 Shares.
The Tender Price is US$0.8977 per Ordinary Share, being 95.5 per cent. of the
latest published estimated unaudited NAV per Share as announced on 29 April
2010.
Shareholders (other than Restricted Shareholders) on the register as at the
Record Date who accepted the Tender Offer shall have their basic tender
entitlement (24.99 per cent of their Ordinary Shares) satisfied in full and
their election for the tender of further Ordinary Shares will be scaled-back pro
rata with each such Shareholder being allowed to tender an additional 10.8356
per cent of their tendered Shares above their Basic Entitlement. The total
number of Shares which will be bought back in the Tender Offer is 30,477,806.
It is expected that settlement in respect of the tendered shares, by dispatch of
US dollar cheques or crediting of payments through CREST, will take place on or
around 11 May 2010 . Balancing Ordinary Share certificates will also be
dispatched on or around 11 May 2010.
Terms defined in the Circular have the same meaning when used herein unless the
context otherwise requires.
In the light of the results, the Board and its advisers will be consulting major
Shareholders and considering the Board's response to the requisition received
from certain Shareholders, as announced on 27 April 2010.
A circular to Shareholders convening an extraordinary general meeting of the
Company, to be held on 15 June 2010 to consider the resolutions proposed by the
requisitionists, and containing the Board's recommendation, is expected to be
dispatched in due course
Further enquiries:
FourWinds Capital Management, Investment Manager
Kimberly Tara
legal@fourwindscm.com
Cenkos Securities plc, Corporate Broker
Will Rogers +44 (0)20 7397 1920
Dion Di Miceli +44 (0)20 7397 1921
Andrew Davies +44 (0)20 7397 1914
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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