Proposals for Winding Up
May 10 2010 - 5:38AM
UK Regulatory
TIDMCROP
RNS Number : 6141L
Ceres Agriculture Fund Limited
10 May 2010
CERES AGRICULTURE FUND LIMITED
Withdrawal of Requisition and Proposals for a Winding up of the Company
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 withdrawal of
the requisition announced on 27 April 2010 ("Requisition") and proposals for a
winding up of the Company.
In light of the Requisition, and the results of the recent tender offer which
were announced on 4 May 2010, and following a period of consultation with major
shareholders, the Board has resolved that it is in the best interests of
shareholders as a whole to recommend the winding up of the Company. As a result
of such decision, the requisitionists have confirmed that they will withdraw the
Requisition. The current intention of the Board is to post a circular to
shareholders convening an extraordinary general meeting of the Company to be
held before the end of June 2010, at which a resolution to wind up the Company
will be put to shareholders.
The Board is confident that the resolution to wind up the Company will be
passed. However in the unlikely event that the resolution is not passed, the
Board has agreed, at the request of the requisitionists, to convene a further
extraordinary general meeting to consider proposals for the implementation of a
50 per cent. tender offer.
The Board will be approaching certain major shareholders prior to the posting of
the requisite circular to shareholders to seek their approval, via letters of
support, of the proposed winding up of the Company.
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
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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