TIDMCCSL
RNS Number : 0909Y
Chenavari Capital Solutions Limited
04 September 2020
THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT
AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to
the action you should take, you should consult your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser authorised under the Financial Services and Markets Act
2000 if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all your Shares in
Chenavari Capital Solutions Limited (the " Company "), please
forward this document and the accompanying Form of Proxy at once to
the purchaser or transferee, or to the stockbroker, bank or other
agent through whom the sale or transfer was effected for onward
delivery to the purchaser or transferee. If you have sold or
otherwise transferred only part of your holding, you should retain
these documents and consult the stockbroker, bank or other agent
through whom the sale or transfer was effected.
CHENAVARI CAPITAL SOLUTIONS LIMITED
(a closed-ended investment company incorporated in Guernsey and
registered with number 56977)
(the "Company")
Directors: Registered office:
Rob King (Chairman)
Floor 2
René Mouchotte
Trafalgar Court
Iain Stokes
Les Banques
St Peter Port
Guernsey
GY1 4LY
2 September 2020
Dear Shareholder
NOTICE OF EXTRAORDINARY GENERAL MEETING TO PROPOSE A RESOLUTION
TO CHANGE THE BASE CURRENCY OF COMPANY FROM STERLING TO EUROS
This document contains the notice for the forthcoming
extraordinary general meeting of the Company (the "Meeting") and
the resolution to be proposed at that Meeting (the "Resolution"),
which is to be held on 30 September 2020 at 11.00 am. Enclosed with
this document is a Form of Proxy for use at the Meeting.
EXTRAORDINARY General Meeting
The business of the Meeting is to propose that the base currency
of the Company be changed from Sterling to Euros with effect from 1
October 2020.
Further to the announcement by the Company dated 28 August 2020
notifying Shareholders of the intended cancellation of the
Company's shares from admission to trading on the Specialist Fund
Segment of the London Stock Exchange, the Directors are seeking the
approval of Shareholders to amend the base currency of the Company,
owing to the remaining assets of the Company being held in Euros.
The Directors have resolved to remove the current hedging from
Euros to Sterling with effect from 1 October 2020. By changing the
base currency of the Company to Euros, this will remove the
volatility created by being unhedged in Sterling.
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.
The removal of the hedging will enable the Company to distribute
additional capital to Shareholders which is currently being held as
margin.
Notice of Extraordinary General Meeting
Shareholders will find set out at the end of this document a
notice convening the Meeting to be held at 11.00 am on 30 September
2020 at Floor 2, Trafalgar Court, Les Banques, St Peter Port,
Guernsey GY1 4LY at which time the Resolution will be proposed.
Action to be taken
Shareholders will find enclosed a form of Proxy (the "Form of
Proxy") for use in connection with the Meeting. Whether or not you
intend to be present at the Meeting (and the Board would strongly
recommend that you are not), you are asked to complete the Form of
Proxy in accordance with the instructions printed thereon and
return it (by post or hand) to Link Asset Services, PXS1, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, as soon as
possible and, in any event, no later than 11:00 a.m. on 28
September 2020, being 48 hours (not counting any part of a day that
is not a working day as defined in the Companies Law) before the
time appointed for the holding of the Meeting. The Form of Proxy is
pre-paid and can be posted free of charge from inside the United
Kingdom.
If you hold Shares in CREST, you may appoint a proxy by
completing and transmitting a CREST Proxy Instruction to Link
Market Services (ID RA10), so that it is received no later than
11:00 a.m. on 28 September 2020.
The completion of a Form of Proxy or the giving of a CREST Proxy
Instruction will not prevent you from attending the Meeting and
voting in person (in substitution for your proxy vote) if you wish
to do so and are so entitled, but in light of COVID-19 the Board
would encourage you not to attend the Meeting.
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
Meeting, the Board would encourage Shareholders from outside of the
Bailiwick of Guernsey not to attend the Meeting but instead to
appoint the Chairman of the Meeting 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
Extraordinary General Meeting will be held by poll, so that all
voting rights exercised by Shareholders who are entitled to do so
at the Meeting 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 Meeting. Updates on the status of the Meeting 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
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 Meeting 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.
Recommendation
The Directors consider that the Resolution is in the best
interests of the Company and its Shareholders as a whole.
Yours faithfully
Rob King
Chairman
CHENAVARI CAPITAL SOLUTIONS LIMITED
(a non-cellular investment company incorporated in Guernsey and
registered with number 56977)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of
Chenavari Capital Solutions Limited (the "Company") will be held at
Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey on
30 September 2020 at 11.00 am for the purpose of considering and,
if thought fit, passing the following ordinary resolution:
Ordinary Resolution
To amend the base currency of the Company from Sterling to Euros
with effect from 1 October 2020.
Dated: 2 September 2020
By order of the Board Registered office:
Ocorian Administration (Guernsey) Limited
Floor 2
Company Secretary Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 4LY
Notes to the Notice of Extraordinary General Meeting
1. A Shareholder entitled to attend and vote may appoint a proxy
to attend, speak and vote instead of him/her. A Shareholder may
appoint more than one proxy in relation to the Extraordinary
General Meeting provided that each proxy is appointed to exercise
the rights attached to a different Share held by the Shareholder. A
proxy need not be a Shareholder of the Company.
2. To appoint more than one proxy to vote in relation to
different Shares within your holding you may photocopy the Form of
Proxy. Please indicate the proxy holder's name and the number of
Shares in relation to which they are authorised to act as your
proxy (which, in aggregate, should not exceed the number of Shares
held by you). Please also indicate if the proxy instruction is one
of multiple instructions being given. All Forms of Proxy must be
signed and should be returned together in the same envelope.
3. Forms of Proxy duly completed, together with any power of
attorney or other authority (if any) under which it is signed or a
notarially certified copy of such power or authority must be
deposited with Link Asset Services at PXS1, The Registry, 34
Beckenham Road, Beckenham, BR3 4ZF, not later than 11:00 a.m., on
28 September 2020 or not less than forty eight hours before the
time appointed for the holding of any adjourned Extraordinary
General Meeting or, in the case or a poll taken more than 48 hours
after it was demanded, not less than 24 hours before the time
appointed for the taking of a poll.
4. A Form of Proxy is included for use by Shareholders to
complete, sign and return. Completion and return of the Form of
Proxy will not prevent a Shareholder from subsequently attending
the Extraordinary General Meeting or any adjournments and voting in
person if he/she so wishes.
5. Entitlement to attend and vote at the Extraordinary General
Meeting (or any adjournment thereof) and the number of votes which
may be cast thereat will be determined by reference to the
Company's register of Shareholders as at 6.00 p.m. on 28 September
2020.
6. To allow effective continuation of the meeting, if it is
apparent to the Chairman that no Shareholders will be present in
person or by proxy, other than by proxy in the Chairman's favour,
the Chairman may appoint a substitute to act as proxy in his stead
for any Shareholder provided that such substitute proxy shall vote
on the same basis as the Chairman.
7. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
Extraordinary General Meeting to be held on the above date and any
adjournment(s) thereof by using the procedures described in the
CREST manual (the "CREST Manual"). CREST personal members or other
CREST sponsored members, and those CREST members who have appointed
a voting service provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to take the
appropriate action on their behalf.
8. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message (a
"CREST Proxy Instruction") must be properly authenticated in
accordance with Euroclear UK & Ireland Limited's specifications
and must contain the information required for such instructions, as
described in the CREST Manual. The message, regardless of whether
it constitutes the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy must, in order to
be valid, be transmitted so as to be received by the Company's
agent (the CREST ID is RA10) by the latest time(s) for receipt of
proxy appointments specified in the notice of the meeting. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST
Application Host) from which the Company's agent is liable to
retrieve the message by enquiry to CREST in the manner prescribed
by CREST. After this time any change of instructions to proxies
appointed through CREST should be communicated to the appointee
through other means.
9. CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take, (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsor's or voting service providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST systems and
timings.
10. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
11. An ordinary resolution requires a simple majority of votes
cast to be in favour of it to be passed.
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END
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