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DW Catalyst Fund Ltd (DWCG)

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Friday 17 February, 2017

DW Catalyst Fund Ltd

Discount Trigger Meeting Circular

DW Catalyst Fund Limited (the "Company")

(a closed-ended collective investment scheme established as a company with  limited liability under the laws of Guernsey with registered number 52520)

Publication of Discount Trigger Meeting Circular
 

17 February 2017

The Company announced on 9 February 2017 that the Discount Trigger Resolution procedure contained in the Company’s Articles of Incorporation had been triggered in respect of the year ended 31 December 2016.

The Company will today post a Circular to Shareholders convening a Discount Trigger Meeting at 10.30 a.m. on 9 March 2017, at which the Discount Trigger Resolution will be proposed.

The Circular also sets out an explanation of the business to be considered at the Discount Trigger Meeting, and the consequences of the Discount Trigger Resolution being approved or rejected by Shareholders.

If the Discount Trigger Resolution, which will be proposed as an ordinary resolution, is rejected, the Directors will take no further action and no Shares will be redeemed. The earliest that another Discount Trigger Resolution may be required to be proposed under the Articles would be in respect of the year ending 31 December 2017, depending on the share price performance of the Shares compared to the Company’s NAV.

If the Discount Trigger Resolution is passed, the Company must redeem all Shares which are voted in favour of the Discount Trigger Resolution (the “Redeeming Shares”). Shares which are voted against the Discount Trigger Resolution, or which are not voted, will not be redeemed pursuant to the Discount Trigger Resolution.

All Redeeming Shares will be redeemed by the Company on 1 August 2017.

Redeeming Shareholders will receive the Redeeming Share Redemption Proceeds in four quarterly instalments following each of 1 August and 1 November 2017 and 1 February and 1 May 2018, subject to the retention of a Hold-back Amount in certain circumstances, as more fully described in the Circular.

Expected Timetable

The expected timetable for the Discount Trigger Meeting and, if the Discount Trigger Resolution is approved, the return of proceeds to Redeeming Shareholders, is set out below:

Discount Trigger Meeting

Latest time and date for settlement of Redeeming Shares held in CREST into escrow 10.30 a.m. on 7 March 2017
Latest time and date for receipt of Redemption Forms 10.30 a.m. on 7 March 2017
Latest time and date for receipt of Forms of Proxy for the Discount Trigger Meeting 10.30 a.m. on 7 March 2017
Discount Trigger Meeting 10.30 a.m. on 9 March 2017
Results of Discount Trigger Meeting announced 9 March 2017
Redemption of Redeeming Shares if the Discount Trigger Resolution is approved
Redemption Date for Redeeming Shares and calculation date for first instalment of Redeeming Share Redemption Proceeds 1 August 2017
Earliest date for payment of first instalment of Redeeming Share Redemption Proceeds Mid-September 2017
Calculation date for second instalment of Redeeming Share Redemption Proceeds 1 November 2017
Earliest date for payment of second instalment of Redeeming Share Redemption Proceeds Mid-December 2017
Calculation date for third instalment of Redeeming Share Redemption Proceeds 1 February 2018
Earliest date for payment of third instalment of Redeeming Share Redemption Proceeds Mid-March 2018
Calculation date for fourth instalment of Redeeming Share Redemption Proceeds 1 May 2018
Earliest date for payment of fourth instalment of Redeeming Share Redemption Proceeds, adjusted, if necessary, to take into account the Hold-back Amount (if any) Mid-June 2018
Approximate date for payment of relevant portion of the Hold-back Amount (if any) to Redeeming Shareholders After March 2019

Terms used and not defined in this announcement shall have the meanings given to them in the Circular.

A copy of the circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM and will also be made available on the Company's website www.dwcatalystltd.com. 



Enquiries:

Company website:      www.dwcatalystltd.com

Northern Trust International Fund Administration Services (Guernsey) Limited
Rebecca Booth
Tel:         +44 (0) 1481 745189
[email protected]


DW Partners, LP
Laura Rose
Tel:         +1 212 751 5872
[email protected]
 


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