TIDMCCSL
RNS Number : 3810X
Chenavari Capital Solutions Limited
28 August 2020
CHENAVARI CAPITAL SOLUTIONS LIMITED
CANCELLATION OF ADMISSION TO TRADING ON THE SPECIALIST FUND
SEGMENT
NOTICE OF EXTRAORDINARY GENERAL MEETING
28 August 2020
Chenavari Capital Solutions Limited ("CCSL" or the "Company")
announces today that it has given notification to the London Stock
Exchange plc (the "LSE") of its intention to cancel the admission
of its ordinary shares (the "Shares") to trading on the Specialist
Fund Segment of the main market of the LSE (the "Cancellation").
Under the LSE's Admission and Disclosure Standards, the Company
must provide at least 20 business days' notice of the Cancellation
to the LSE. Following the giving of the notification today the
Cancellation will take effect at 7.00 a.m. (BST) on the 1 October
2020.
Background to the Cancellation
CCSL notified Shareholders in December 2017 that it would cease
making new investments and would realise its portfolio in an
orderly manner. Since that date, the Company has undertaken eleven
pro rata compulsory redemptions of its Shares in order to return
capital to shareholders with effect that as at 31 July 2020 the
Company's market capitalisation has been reduced to GBP12,429,920.
The Company has two further assets to realise and some residual
holdbacks, however, due to the small size of the Company, the
Directors have considered the total expense ratio of the Company
and concluded that it is in the best interest of the Company and
its Shareholders to cancel the admission of the Shares to trading
on the Specialist Fund Segment effective from close of business on
30 September 2020.
Proposed further changes to the Company
The Directors have agreed to remove the current hedging that is
in place from Euros to Sterling with effect from 1 October 2020 and
it is proposed to convene an Extraordinary General Meeting of the
Company to be held at 11 a.m. on 30 September 2020 (the "EGM") at
which an ordinary resolution will be proposed to change the base
currency of the Company from Sterling to Euros (the "Resolution").
If the Resolution is approved by Shareholders, the net asset value
of the Company and net asset value per share will be calculated and
published in Euros. In addition, subject to the Resolution being
approved, further distributions to be made in relation to the
Shares will be made in Euros. The net asset value and net asset
value per share will be published in Euros on a quarterly basis
with the first quarterly net asset value being as at 31 December
2020 and each quarter end thereafter.
If the Resolution is not passed it is the intention of the
Directors for the net asset value to remain unhedged in Sterling,
which will create the risk of currency volatility in the net asset
value.
In an effort to reduce the Company's operating costs, the Board
of Directors will be reduced to two members being Robert King and
Rene Mouchotte with effect from 1 October 2020. We would like to
thank Iain Stokes for his contribution to the Company over the last
seven years. The Directors will monitor the other on-going
operating costs of the Company closely and will seek to minimise
costs during the remaining run down period where possible.
Following the reduction of the Board to two members the Audit
Committee will be disbanded as the remaining Directors will have
responsibility for all matters in relation to the operation of the
Company.
Principal effects of the Cancellation
The Shares will remain freely transferable following the
Cancellation, however, the liquidity and marketability of the
Shares will be limited and no facility is being implemented to
facilitate secondary trading in the Shares following the
Cancellation.
If Shareholders wish to buy or sell Shares on the LSE they must
do so prior to the Cancellation. The Board is not making any
recommendation as to whether or not Shareholders should buy or sell
their Shares.
Whilst the Company's CREST facility will remain in place
following the Cancellation, the Company's CREST facility may be
cancelled in the future and, although the Shares will remain
transferable, they will cease to be transferable through CREST. In
this instance, Shareholders who hold Shares in CREST will receive
share certificates
In addition, the Company will no longer be required to comply
with the Disclosure Guidance and Transparency Rules or the Market
Abuse Regulation, although the Company intends to retain its
current levels of corporate governance to ensure the Company
continues to be managed appropriately.
The Company currently intends that it will continue to provide
certain facilities and services to Shareholders that they currently
enjoy as Shareholders. The Company will:
-- continue to communicate selected information about the Company to its Shareholders; and
-- continue, for at least 12 months following the Cancellation, to maintain its website, www chenavaricapitalsolutions.com and to post updates (where deemed necessary or appropriate) on the Company's website from time to time.
The Company will remain subject to the UK City Code on Takeovers
and Mergers for a period of 10 years following the
Cancellation.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
Expected timetable of principle events
Notice provided to the LSE of 2 8 August 2020
the proposed Cancellation
Notice of EGM posted to Shareholders 2 September 2020
-------------------------------
Latest time and date for receipt 11 a.m. on 28 September 2020
of proxy votes in respect of
the EGM
-------------------------------
Record time and date for those 6.00 p.m. on 28 September 2020
Shareholders on the Register
of Members entitled to attend
and vote at the Extraordinary
General Meeting
-------------------------------
Extraordinary General Meeting 11 a.m. on 30 September] 2020
-------------------------------
Expected last day of dealing 30 September 2020
in the Shares on the LSE
-------------------------------
Expected time and date of Cancellation 7.00 a.m. (BST) on 01 October
2020
-------------------------------
The Extraordinary General Meeting
The Resolution will be proposed at the EGM to be held at Floor
2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel
Islands, GY1 4LY at 11 a.m. on 30 September 2020.
COVID-19
The Board cannot stress strongly enough its wish that
Shareholders do not put themselves at risk of becoming infected
with COVID-19 as a result of travelling to or attending the
EGM.
With effect from 20 June 2020, the Guernsey Government
implemented Phase 5 of its transitional plan to ease the stay at
home and travel restrictions originally introduced on 25 March 2020
in light of COVID-19. Whilst restrictions within the Bailiwick of
Guernsey have been eased, permitting gatherings to take place
within the Bailiwick of Guernsey, the Guernsey Government has
implemented a mandatory 14-day isolation period for people
travelling to the island. In light of these restrictions, whilst
Guernsey based Shareholders are permitted to physically attend the
EGM, the Board would encourage Shareholders from outside of the
Bailiwick of Guernsey not to attend the EGM but instead to appoint
the Chairman of the EGM as your proxy in order to vote on the
matters being considered at the meeting.
All votes on the Resolution contained in the Notice of EGM will
be held by poll, so that all voting rights exercised by
Shareholders who are entitled to do so at the EGM will be
counted.
As the situation is developing rapidly, Shareholders should note
that further changes may need to be put in place at short notice in
relation to the EGM. Updates on the status of the EGM and any
changes to the proceedings of the meeting will be notified by
announcement through a regulatory information service.
In order to enable Shareholders to ask questions relating to the
Resolution, you are requested to email any questions to the Company
at chenavari@ocorian.com by no later than 5:00 p.m. on 27 September
2020. If, notwithstanding the above advice, you do intend to attend
the EGM in person, you are requested to please contact the Company
Secretary by email on chenavari@ocorian.com to confirm your
attendance such that social distancing measures can be arranged and
implemented.
A copy of the Notice of Extraordinary General Meeting is
available on the Company's website
www.chenavaricapitalsolutions.com
Recommendation
The Directors consider that the Resolution is in the best
interests of the Company and its Shareholders as a whole.
Enquiries:
Chenavari Investment Managers
Sophie Porter
Email: ccslir@chenavari.com
Telephone: +44 20 7259 3600
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END
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