Result of EGM, Redemptions and Revised Proposals

RNS Number : 3971J

Highbridge Multi-Strategy Fd Ltd £

16 August 2019

 

16 August 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

Highbridge Multi-Strategy Fund Limited

(the "Company")

Result of EGM, Redemption of Shares and Revised Proposals

The Board of the Company announces that further to the circular dated 31 July 2019 (the "July Circular"), the resolution to, inter alia, change the Company's investment policy alongside a cash exit offer (the "Initial Cash Exit Offer") put to Shareholders at the Extraordinary General Meeting ("EGM") held today was passed. However, elections for the Initial Cash Exit Offer were received such that the Continuation Condition in respect of the Company having a minimum Net Asset Value of £100 million following implementation of the Initial Cash Exit Offer has not been met.  Further details in relation to voting at the EGM are set out below.

The Board has resolved that the Shares of those Shareholders who elected for the Initial Cash Exit Offer set out in the July Circular will nevertheless be redeemed and cancelled on the original redemption date of 19 August 2019 (the "Initial Cash Exit Redemption Date"). Further details for Shareholders who elected to redeem their Shares pursuant to the Initial Cash Exit Offer are set out later in this announcement in the section entitled "The Initial Cash Exit Offer".

The Revised Proposals

The Board notes that the Net Asset Value attributable to those Shares which were not elected for the Initial Cash Exit Offer amounts to approximately £73.5 million. In light of this significant number, the Board has decided to attempt to facilitate the wishes of those Shareholders who have not elected to exit the Company by affording them the opportunity to continue in the Company with a revised continuation condition of a minimum Net Asset Value of the Company of £50 million.

Accordingly, subsequent to the Initial Cash Exit Redemption Date, the Board intends to post a further circular to the remaining Shareholders (the "Remaining Shareholders") to convene a further extraordinary general meeting (the "Subsequent EGM") to seek approval to adopt the New Investment Policy set out in the July Circular to allow those Remaining Shareholders who wish to do so the opportunity to remain invested in the Company (the "Revised Proposals"). At the same time as seeking approval from the Remaining Shareholders for the Revised Proposals, the Company will offer all Remaining Shareholders a further cash exit opportunity (the "Subsequent Cash Exit Offer").

The Board has based its decision on the following:

·     any Shareholder who has already elected to redeem Shares pursuant to the Initial Cash Exit Offer will not experience any delay in the receipt of, or reduction in the quantum of, their redemption proceeds as a result of the Board's decision;

·     Shareholders who did not elect to participate in the Initial Cash Exit Offer will have the opportunity to redeem their Shares pursuant to the Subsequent Cash Exit Offer and, if they do so, they will receive the same quantum  of redemption proceeds per Share, and at the same time, as those who participated in  the Initial Cash Exit Offer;
 

·     Highbridge has agreed to pay the costs and expenses incurred by the Company in connection with the Revised Proposals; and

·     The Board believes that the Company has the potential to grow above the original £100 million continuation threshold.

The Revised Proposals are conditional upon (i) the Net Asset Value of the Company being at least £50 million or such higher  amount as the Directors consider would be sufficient for the Company to continue to be viable; and (ii) the Company satisfying the "shares in public hands" requirement of the Listing Rules , in each case, immediately following the redemption of Shares pursuant to the Subsequent Cash Exit Offer (each of which, individually, is a "Revised Continuation Condition"). The Revised Continuation Conditions are not capable of being waived by the Directors.

Under the Subsequent Cash Exit Offer, any Remaining Shareholder who no longer wishes to remain invested in the Company will receive the same quantum of redemption proceeds per Share over exactly the same time frame as would have been the case had they elected to participate in the Initial Cash Exit Offer. Based on the information Highbridge has provided, the first payment to Shareholders electing to redeem Shares under either the Initial Cash Exit Offer or the Subsequent Cash Exit Offer is expected to be made in October 2019.

If the Revised Proposals are not approved and/or the Revised Continuation Conditions are not satisfied, then the Board will commence the Managed Wind-down of the Company in the manner described in the July Circular.

In light of the Revised Proposals, Highbridge has extended the deadline for the Company to make a Continuation Election to 20 September 2019.

The Initial Cash Exit Offer

Shareholders who elected to redeem their Shares pursuant to the Initial Cash Exit Offer set out in the July Circular (the "Exiting Shareholders") will have their Shares redeemed on 19 August 2019 and will on that date cease to be Shareholders in the Company with respect to such Shares and will instead become general creditors of the Company.

Exiting Shareholders will receive, over time, the proportion of the actual amount received by the Company from the realisation of the assets (less any liabilities) attributable to their Shares. Such assets shall comprise the Exiting Shareholders' pro rata share of: (i) the net realisation proceeds of the Company's holding in HCC , (ii) the Residual AllBlue Assets following their realisation; and (iii) any cash held by the Company, less the costs and expenses of effecting such redemptions. Such net proceeds will be paid to the Exiting Shareholders as soon as practicable following receipt of such realisation proceeds by the Company in connection with the wind down of the HMS Master Fund and the realisation of the Residual AllBlue Assets. The realisation proceeds associated with the HMS Master Fund wind down are expected to be received by the Company from HCC on a staggered basis over a period of time and, based on the information Highbridge has provided, the first payment is expected to be made in October 2019.

Result of Extraordinary General Meeting

	For (See Note 1)		Against (See Note 1)		Votes Withheld (See  Note 2)	Total Votes Cast
	Votes For	%	Votes Against	%
Special Resolution	42,214,486	99.99%	2,250	0.01%	427	42,217,163

Notes:

1. "Votes For" includes those giving the Chairman discretion and votes "For" and "Against" are expressed as a percentage of votes received.

2. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the votes "For" and "Against" a resolution.

The full text of the resolution can be found in the July Circular, which is available at https://www.highbridgemsfltd.co.uk/. In accordance with Listing Rule 9.6.2R a copy of the resolution has been submitted to the National Storage Mechanism, and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM

Total Voting Rights

Following the redemption and cancellation of Shares in connection with the Initial Cash Exit Offer on 19 August 2019, the Company's issued share capital will comprise 61,557,611 Shares, of which 27,666,864 Shares are held by the Company in treasury. Accordingly, the total number of voting rights in the Company is 33,890,747 and this figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Further announcements in respect of the Revised Proposals and Subsequent Cash Exit Offer will be made in due course.

Terms used and not defined in this announcement will bear the meanings given in the July Circular.

Enquiries:

Peel Hunt LLP		020 7418 8900
Liz Yong / Luke Simpson
Praxis Fund Services Limited		01481 737 600
Company Secretary

LEI: 213800397SYHLYFH5961

IMPORTANT INFORMATION

This announcement appears as a matter of record only and does not constitute an offer to issue or sell, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities in any jurisdiction. The information contained in this announcement is given at the date of its publication and is subject to updating, revision and amendment. The contents of this announcement have not been approved by any competent regulatory or supervisory authority.

All investments are subject to risk. Past performance is no guarantee of future returns. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results. This document is not intended to constitute legal, tax or accounting advice or investment recommendations. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. Statements contained in this document that are not historical facts are "forward-looking statements" which are based on current expectations, estimates, projections, opinions and beliefs of the Company and/or its investment manager. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Forward-looking statements can be identified in some cases by the use of forward-looking terminology, including terms such as "intends", "intention", "will", "continue", "believe", "view" or, in each case, variations or comparable terminology. Forward-looking statements are not guarantees of future events or performance. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Actual events or results or the actual performance of the Company and/or TCF may differ materially from those reflected or contemplated in such forward-looking statements.

 

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