Highbridge Tactical Credit Fund Ltd Company Update (5640Q)
October 18 2023 - 7:37AM
UK Regulatory
TIDMHTCF
RNS Number : 5640Q
Highbridge Tactical Credit Fund Ltd
18 October 2023
18 October 2023
HIGHBRIDGE TACTICAL CREDIT FUND LIMITED
("HTCF" or the "Company")
Company Update
Compulsory redemption
The Company's board (the Board) has resolved that pursuant to
Article 138(2) of the Company's articles of incorporation, and
subject to the provisions of The Companies (Guernsey ) Law, 2008
(the Company Law) , the Company will compulsorily redeem the
majority of the Ordinary Shares in the Company on the 1 November
2023, leaving two shareholders, holding 1 share each, being the
Chairman, Vic Holmes, and director, Steve Le Page, as the Company
is required to have at least one member under the Company Law and
in order that they may facilitate the placing of the Company into a
voluntary liquidation immediately following the redemption.
The Board has made the decision to compulsorily redeem these
Ordinary Shares to ensure that the current shareholders are treated
no less favourably than redemption creditors (being former
shareholders) by a liquidator. Under the Company Law, a liquidator
is obliged to discharge the claims of creditors ahead of any monies
due to shareholders.
Compulsory Redemption Date 1 November 2023
Compulsory Redemption Record Date 31 October 2023
-----------------------------
Aggregate amount to be distributed Initially nil with the
to shareholders potential for future
distributions net ongoing
expenses
-----------------------------
Relevant Percentage of Ordinary Shares 100% of shares less one
to be Redeemed share held by each director
-----------------------------
Compulsory Redemption Price Based on the NAV realised
by the Liquidator from
the underlying assets
-----------------------------
New ISIN n/a due to delisting
of remaining shares on
or around 1 November
2023
-----------------------------
Shareholders should note that any amount they may ultimately
receive in respect of this redemption will vary with the value of
the underlying assets and the costs of the liquidation - as is the
case for existing creditors of the Company arising from previous
redemption events (see the most recent financial report of the
Company for details). The Board cannot estimate the value of any of
the elements in the underlying AllBlue portfolio due to the
complexity of the structure. The apportionment policy for the
proceeds of any fines successfully imposed by the FCA is also not
known as these fines relate to several years of activity by
BlueCrest.
The Company's shares will also be suspended from trading on the
London Stock Exchange on 1 November 2023. Further, it is intended
that immediately following the compulsory redemption, the Company's
two shareholders will hold a short notice shareholder meeting to
resolve to delist the Company's shares from the London Stock
Exchange and appoint a liquidator. The Company also, as a cost
saving measure, does not intend to publish its financial statements
for the year ended 30 June 2023.
AllBlue
The Company's only remaining asset except for cash is the
residual holding in AllBlue Limited.
Your Board understands the assets of AllBlue currently consist
of:
1. An interest in the principal value of junior secured notes
issued by Fernando JSN plc, with a sale unlikely to take place in
the near future.
2. Settlement agreements which were reached in June 2023 in
respect of legal claims (the "Claims") that were filed in New York
and London in 2018 and 2019 respectively. Once the settlement
amounts are received there will be no further recoveries associated
with the Claims.
3. Residual investment portfolio positions which the Liquidators
of AllBlue will continue to attempt realise for maximum value, but
the potential for future significant recoveries is thought to be
unlikely.
In addition, the FCA (in the form of a FCA Decision Notice)
sought to impose a financial penalty of GBP40,806,700 on BlueCrest
Capital Management (UK) LLP (BCMUK) as well as a redress program
for non-US investors. According to a FCA Press Release, the FCA
considers that between October 2011 and December 2015, BCMUK failed
to manage fairly a conflict of interest relating to the allocation
of time spent by portfolio managers on an internal fund. BCMUK
elected to challenge the FCA Decision Notice and the redress
requirement before the Upper Tribunal in the UK. The Upper Tribunal
issued a decision on 21st June 2023 that the FCA's approach did not
satisfy the necessary legal preconditions for imposing a redress
scheme. Whilst the FCA Decision Notice did not disclose the amount
of redress being considered for non-US investors an amount of USD
700 million is referenced in the Upper Tribunal decision. Both the
FCA and BCMUK were granted permission to appeal the Upper Tribunal
decision to an appellate court. Accordingly, the timeline and final
outcome of the Upper Tribunal process remains uncertain.
A liquidator is obliged to discharge the claims of creditors
ahead of any monies due to shareholders, and any future
distributions from the Liquidators of AllBlue will be distributed
accordingly.
For further information please contact:
Sanne Fund Services (Guernsey) Limited
Company Secretary
Tel: +44 (0) 20 3530 3111
LEI: 213800397SYHLYFH5961
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END
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