Invalid Requisition - Replacement
April 01 2010 - 11:19AM
UK Regulatory
TIDMCROP
RNS Number : 6921J
Ceres Agriculture Fund Limited
01 April 2010
The following amendment has been made to the 'Invalid Requisition' announcement
released on 1 April 2010 at 17:05 under RNS No 6892J - 1 April 2009 to 1 April
2010
1 April 2010
Ceres Agriculture Fund Limited (the "Company")
Invalid Requisition -
The Company announces that it has today received a purported requisition which
it has been advised is invalid under Guernsey law. The requisition, if valid,
would have required the Directors to convene an extraordinary general meeting of
the Company to consider the following resolutions to be proposed as an ordinary
and two special resolutions at an extraordinary general meeting:
Ordinary Resolution
1) That, unless special resolution 3 below is passed, the Directors are hereby
instructed forthwith to make a tender offer (the "Tender Offer") on behalf of
the Company for no less than 50 per cent. of the ordinary shares in issue at the
date of the tender, at a price equivalent to no less than a three per cent.
discount to net asset value, as calculated at the close of business on the
business day immediately preceding the date of the tender.
Special Resolutions
2) That the Company is hereby authorised to make the Tender Offer and to buy
back its shares in accordance with the terms described in the foregoing
resolution, such authorization to expire after 90 days from the date of the
Tender Offer.
3) That the Company be forthwith wound up voluntarily.
The Company will notify the requisitioning shareholders of the reasons for the
invalidity of the purported requisition and invite them to reconsider the form
and content of the requisition.
As announced on 29 March 2010, the Directors have decided to make a tender offer
for 24.99 per cent. of the ordinary shares of the Company currently in issue at
a tender price equal to 95.5 per cent. of the latest published estimated
unaudited net asset value per ordinary share as at the close of business on the
closing date of the tender, which is expected to be 30 April 2010. A circular in
relation to this tender is expected to be posted to shareholders on or around 9
April 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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