TIDMHWSL TIDMHWSC

RNS Number : 7120X

HWSI Realisation Fund Ltd

01 September 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

1 September 2020

RECOMMED CASH ACQUISITION

OF

HWSI REALISATION FUND LIMITED ("HWSIL")

BY

CUBITT TRADE HOLDINGS LLC ("Bidco")

to be effected by means of a scheme of arrangement

under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)

Results of Court Meeting and General Meeting

The Board of HWSIL announces that at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash offer by Bidco for the entire issued and to be issued share capital of HWSIL (the "Acquisition") all resolutions were duly passed.

As previously announced, the Acquisition is to be effected by means of a scheme of arrangement between HWSIL and the Scheme Shareholders under Part VIII of the Companies Law of Guernsey (the "Scheme") and today:

-- a majority in number of Scheme Shareholders who voted (and who were entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting, voted to approve the Scheme at the Court Meeting; and

-- the requisite majority of HWSIL Shareholders voted to pass the Special Resolution at the General Meeting.

Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the scheme document published on 10 August 2020 containing the full terms and conditions of the Acquisition (the "Scheme Document").

Full details of the resolutions proposed are set out in the notices of the Court Meeting and General Meeting at Parts 9 and 10 of the Scheme Document, respectively.

Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.

 
            Number        % of Scheme   Number of              % of Scheme     Number of 
             of Scheme     Shares        Scheme Shareholders    Shareholders    Scheme Shares 
             Shares        voted         who voted              who voted       voted as a 
             voted                                                              % of the issued 
                                                                                ordinary share 
                                                                                capital* 
 For        119,253,881   99.99         13                     92.86           83.10 
           ------------  ------------  ---------------------  --------------  ----------------- 
 Against    73            0.01          1                      7.14            0.01 
           ------------  ------------  ---------------------  --------------  ----------------- 
 Total      119,253,954   100           14                     100             83.11 
           ------------  ------------  ---------------------  --------------  ----------------- 
 

* The total number of Scheme Shares in issue at the Voting Record Time was 143,499,667 (excluding ordinary shares held in treasury).

General Meeting

The table below sets out the results of the poll at the General Meeting. Each HWSIL Shareholder, present in person or by proxy, was entitled to one vote per HWSIL Share held at the Voting Record Time.

 
            Number        % of HWSIL   Number of             % of HWSIL      Number of 
             of HWSIL      Shares       HWSIL Shareholders    Shareholders    HWSIL Shares 
             Shares        voted        who voted             who voted       voted as a 
             voted                                                            % of the issued 
                                                                              ordinary share 
                                                                              capital** 
 For        119,158,076   99.99        12                    92.31           83.04 
           ------------  -----------  --------------------  --------------  ----------------- 
 Against    73            0.01         1                     7.69            0.01 
           ------------  -----------  --------------------  --------------  ----------------- 
 Total      119,158,149   100          13                    100             83.05 
           ------------  -----------  --------------------  --------------  ----------------- 
 

** The total number of HWSIL Shares in issue at the Voting Record Time was 143,499,667 (excluding ordinary shares held in treasury).

In accordance with Rule 9.6.2 of the Listing Rules, copies of the resolutions passed have been submitted to the National Storage Mechanism.

Next steps and timetable

The Scheme remains subject to the satisfaction (or, where applicable, the waiver) of the other Conditions to the Scheme (as set out in the Scheme Document) and the Court sanctioning the Scheme at the Court Hearing.

Subject to the satisfaction (or, where applicable, the waiver) of the other Conditions and the Scheme receiving the sanction of the Court the Scheme is expected to become effective on 9 September 2020.

The last day for dealing in, and for registration of transfers of, HWSIL Shares will be on 8 September 2020 and the Scheme Record Time will be 6.00 pm on 8 September 2020.

The listing of HWSIL Shares on the premium equity closed ended investment funds listing segment of the Official List and admission to trading of HWSIL Shares on the London Stock Exchange's Main Market will be suspended with effect from 7.30 am on 9 September 2020.

It is expected that the listing of HWSIL Shares on the Official List of the FCA will be cancelled and the HWSIL Shares will cease to be admitted to trading on the Main Market for listed securities of the London Exchange with effect from 8.00 am on 10 September 2020.

The current expected timetable of principal events for the implementation of the Scheme remains as set out on page 12 of the Scheme Document. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.

All times shown in this Announcement are London times, unless otherwise stated.

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede

Resignation and appointments

With effect from the Scheme becoming Effective, David Warr, John Falla, Brett Miller and Nigel Ward will cease to be directors of HWSIL.

Russell Schreiber, Jason Tilroe and Nial Ferguson will become directors of the Company upon the Scheme becoming Effective.

Enquiries:

 
Winterflood (Financial Adviser to HWSIL) 
 Neil Morgan                               020 3100 0000 
Bidco                                        c/o finnCap 
 Russell Schreiber 
finnCap (Financial Adviser to Bidco) 
 Henrik Persson / Giles Rolls / Matthew 
 Radley                                    020 7220 0500 
 

Important notices relating to financial advisers

Winterflood is authorised and regulated in the United Kingdom by the FCA. Winterflood is acting as financial adviser exclusively for HWSIL and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than HWSIL for providing the protections afforded to clients of Winterflood nor for providing advice in relation to the potential transaction or any other matters referred to in this Announcement. Neither Winterflood nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Winterflood in connection with this Announcement, any statement contained herein or otherwise.

finnCap is authorised and regulated in the United Kingdom by the FCA. finnCap is acting as financial adviser exclusively for Bidco and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of finnCap nor for providing advice in relation to the potential transaction or any other matters referred to in this Announcement. Neither finnCap nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this Announcement, any statement contained herein or otherwise.

Important notice

This Announcement is for information purposes only and does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to the Acquisition or otherwise.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of any jurisdiction other than England and Wales or Guernsey (including Restricted Jurisdictions) into whose possession this Announcement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement and the related documents have been prepared in connection with proposals in relation to a scheme of arrangement which will be subject to the applicable requirements of the Companies Law of Guernsey, the Court (as a result of HWSIL being incorporated in Guernsey) and the GFSC (as a result of HWSIL being a registered closed-ended investment company in Guernsey), and with the applicable requirements of Guernsey law, the laws of England and Wales, the Code, the Panel, the London Stock Exchange, the Listing Rules and the FCA (as a result of HWSIL being listed on the London Stock Exchange). Information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales and Guernsey. Nothing in this Announcement or the related documents should be relied on for any other purpose.

Notice to U.S. investors in HWSIL

The Acquisition relates to the shares of a Guernsey company and is being made by means of a scheme of arrangement provided for under Part VIII of the Companies Law of Guernsey. The Acquisition, implemented by way of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in Guernsey listed on the London Stock Exchange, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations.

Neither the SEC nor any U.S. state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

HWSIL is incorporated under the laws of Guernsey. In addition, some or all of its officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against HWSIL or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue HWSIL or its officers or directors in a non-US court for violations of the U.S. securities laws.

Forward-looking statements

This Announcement contains certain forward-looking statements with respect to Bidco and HWSIL. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Bidco or HWSIL, and (iii) the effects of government regulation on the business of Bidco or HWSIL. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of Bidco or HWSIL. By their nature, these forward-looking statements involve known and unknown risks, uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. None of Bidco, HWSIL, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

None of Bidco, HWSIL or their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them undertakes any intention or obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to Bidco or HWSIL or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No member of the PETRA Group, no member of the HWSIL Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Information relating to HWSIL Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by HWSIL Shareholders, persons with information rights and other relevant persons for the receipt of communications from HWSIL may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code in order to comply with Rule 2.11(c) of the Code.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for Bidco or HWSIL for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per HWSIL Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per HWSIL Share.

Publication on website

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.3 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge, on HWSIL's website at https://hadrianswallcapital.com/fund/ by no later than 12 noon on the Business Day following the date of this Announcement.

Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may also request that all future documents, announcements and information sent to that person in relation to the Offer should be in hard copy form. For persons who have received a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent to you unless you have previously notified the Registrar that you wished to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of this Announcement from HWSIL please contact the Registrar, Link Group at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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September 01, 2020 10:15 ET (14:15 GMT)