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CMA Global Hedge (CMAE)

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Friday 28 January, 2011

CMA Global Hedge

Notice of EGM

RNS Number : 2918A
CMA Global Hedge PCC Ltd
28 January 2011
 



CMA GLOBAL HEDGE PCC LIMITED

 

PUBLICATION OF CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

 

Following the announcement by CMA Global Hedge PCC Limited (the "Company") on 15 October 2010, and following discussions with the Company's Investment Manager, Advisers and major shareholders, the Directors of the Company have decided to recommend to Shareholders that the Company be placed into liquidation.  The Company has today published a Circular to its Shareholders including Recommended Proposals (the "Proposals") for a voluntary winding-up of the Company. The Circular also includes Notice of Extraordinary General Meeting of the Company to be held at 11.00 a.m. on 23 February 2011.

 

Background to the Proposals

 

Under the proposals announced in the Circular published by the Company on 8 October 2010 (the "October 2010 Circular"), the Company proposed (subject to Shareholder approval) to sell its remaining illiquid hedge fund investments in the secondary market before its entry into liquidation. The Company would then make an initial distribution shortly after the Company's entry into liquidation, of the Company's existing cash and the proceeds of the secondary market sale. The joint liquidators would then continue the winding-up of the Company. Following discussions with the Company's Manager, advisors and Shareholders, the two extraordinary general meetings convened by the October 2010 Circular were adjourned indefinitely.

 

Since 8 October 2010, the Company has continued its policy of distributing cash when available to its Shareholders and persons entitled under its Entitlement Pools. On 22 November 2010, the Company announced a distribution (the "Redemption Distribution") by means of compulsory redemption (pursuant to the resolution passed at the Company's extraordinary general meeting of 15 December 2009) and further distributions out of the Company's December 2008, March 2009 and June 2009 Entitlement Pools.

 

Following the Redemption Distribution, the Company has redeemed from Shareholders a total of 86.50 per cent. of their US Dollar Shares, 86.59 per cent. of their Euro Shares and 86.40 per cent. of their Sterling Shares (based on their holding as at 4 December 2009).

 

Entitlement Pool Notional Shareholders who participated in the Company's December 2008, March 2009 and June 2009 Redemption Offers have received in cash approximately 87 per cent., 88 per cent. and 89 per cent. respectively of their redemption value at the prevailing NAV at the time of each Redemption Offer.

 

Following the above distributions, the Net Asset Value of the Portfolio (as at 30 November 2010, the last practicable day before the publication of this Circular) was approximately $16.7 million, of which $2.2 million was held in cash. The Net Asset Value attributable to the December 2008, March 2009 and June 2009 Entitlement Pools was approximately $7.7 million, $6.1 million and $5 million respectively.

 

In light of the size of the Company and its ongoing fixed costs, the Board continues to consider that it is in the best interests of the Company and its Shareholders that the listing of the Company's Shares on the Official List be cancelled and that the Company be placed into liquidation. In addition, the Company proposes that Yannis Procopis, who has served as Deputy CIO of the Manager, be appointed as a consultant to the Company during its winding-up, to make available to the Joint Liquidators his detailed knowledge of the Portfolio. This approach is expected to reduce the Company's fixed costs significantly while retaining the Portfolio expertise of the Manager.

 

The Joint Liquidators intend to run-off the assets of the Company over a period of time in order to achieve the best outcome for Shareholders. The Joint Liquidators will not, without the approval of the Company's Shareholders given by special resolution, dispose of any Portfolio assets on the secondary market unless and until the gross value of the Portfolio is less than $3 million.

 

Benefits of the Proposals

 

In effecting the actions set out under "Background to the Proposals" above, the Company has as at the date of this Circular distributed the majority of its Net Asset Value to Shareholders (more than 86 per cent. of NAV prevailing on a given redemption date, depending on a given Shareholder's participation in the Company's various redemption offers). These distributions have reduced the size of the Company to a level at which a voluntary winding-up is both appropriate (given the significant ongoing operational costs of running a listed company) and relatively inexpensive (as compared to the cost of liquidating a Company with a larger portfolio consisting of a lower proportion of cash).

 

The appointment of Yannis Procopis as a consultant to the Company during its winding-up will provide the Joint Liquidators with detailed knowledge of the Company's Portfolio, while significantly reducing the fees that the Company would be required to pay if the appointment of the Manager were continued.

 

The Proposals for a voluntary winding-up of the Company

 

The Proposals are:

 

(a)     for the Company to adopt new Articles of Incorporation in order to enable the entitlements of the Entitlement Pool Holders to be preserved on the winding-up of the Company and to provide a mechanism for dealing with any unclaimed dividends or distributions which remain outstanding at the point at which the Joint Liquidators resolve to hold the final meeting of the Company prior to its dissolution;

 

(b)     to cancel the admission to the Official List of the Company's Shares; and

 

(c)     to appoint the Joint Liquidators and to place the Company into voluntary winding-up.

 

Irrevocable undertaking from Shareholders

 

Shareholders representing 27.23 % of the Company's issued share capital have irrevocably committed to vote in favour of the Proposals.

 

Cancellation of the Company's listing

 

In connection with the Company's entry into liquidation the Company will seek the suspension and subsequently the cancellation of the listing of its Shares on the Official List and their trading on the Main Market of the London Stock Exchange. The suspension of the listing is proposed to take effect at 07.30 a.m. on 23 February 2011 (being the morning of the EGM), and the cancellation of the listing is proposed to take effect on 08.00 a.m. on 24 March 2011. 

 

Amendment of accounting reference date

 

The Board has resolved to extend the Company's accounting reference date to 28 February 2011. Provided that the Joint Liquidators are appointed, the Company will not be required to have an annual audit before the new accounting reference date. The Joint Liquidators will require the Company's auditors to perform some agreed-upon procedures at date of liquidation, but these will not be as onerous as a full audit. The amendment to the Company's accounting reference date will therefore further reduce the Company's costs and maximise the costs savings represented by the Proposals.

 

Extraordinary General Meetings

 

The Proposals are subject to Shareholder approval. A Notice convening the Extraordinary General Meeting, to be held at 11.00 a.m. on 23 February 2011 at Arnold House, St. Julian's Avenue, St. Peter Port, Guernsey GY1 3NF, is set out at the end of this Circular.

 

Expected Timetable

 

Latest time and date for receipt of the Form of Proxy for the Extraordinary General Meeting

 

by 11.00 a.m. on 21 February 2011

Suspension of the listing of the Shares

 

07.30 a.m. on 23 February 2011

Extraordinary General Meeting and, if approved, the appointment of the Joint Liquidators

 

11.00 a.m. on 23 February 2011

Announcement of the result of the Extraordinary General Meeting

 

23 February 2011

Closing of the Company's register and record date for participation in liquidation distributions

 

6.00 p.m. on 23 February 2011

Initial Distribution declared

 

week commencing 14 March 2011

Cancellation of the listing of the Shares

 

08.00 a.m. on 24 March 2011

 

 

Unless otherwise defined, capitalised terms used in this announcement will have the same meaning given to such terms in the Circular of the Company dated 28 January 2011.

 

 

Enquiries

 

CMA +1 441 295 5929

Keri Wong

 

Oriel Securities Limited  +44 (0) 20 7710 7600

Joe Winkley

Neil Langford

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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