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DW Catalyst Fund Ltd (DWCG)

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Wednesday 12 July, 2017

DW Catalyst Fund Ltd

Notice of EGM

THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION

DW Catalyst Fund Limited (the "Company")
(a closed-ended investment collective investment scheme registered and incorporated in Guernsey with registration number 52520)

Notice of extraordinary general meeting regarding proposed liquidation

12 July 2017

Further to the Company’s announcement on 1 June 2017 regarding the proposed winding up of the Company, the Company is today publishing a circular to shareholders containing a notice of extraordinary general meeting (the “Extraordinary General Meeting”) to be held on 2 August 2017 at which resolutions (the “Resolutions”) will be proposed to shareholders regarding the liquidation of the Company (the “Proposals”). 

Details of the proposed timing for the liquidation of the Company and distributions to shareholders are included in the shareholder circular and the anticipated timetable is set out below. 

In light of the proposed Resolutions, application will be made to the UK Listing Authority for suspension of listing of the Company’s shares on the Official List and application will be made to the London Stock Exchange for suspension of trading in the Shares on the Main Market at 7.30 a.m. on 2 August 2017.  The Company’s register of members will be closed at 6.00 p.m. on 1 August 2017 and the Shares will be disabled in CREST at the close of business on 1 August 2017. 

If the Resolutions are passed, the Company will make applications for the cancellation of the admission of the shares to listing on the Official List and to trading on the Main Market of the London Stock Exchange following the Extraordinary General Meeting with the cancellations expected to take effect on 3 August 2017. 

Holders of the Company’s shares voted in favour of the discount trigger resolution (the “Discount Trigger Shares”) which was passed at the Company’s discount trigger meeting held in March 2017 will not be capable of being voted on the Resolutions because they are scheduled to be redeemed by the Company effective on 1 August 2017, prior to the Extraordinary General Meeting. 

The timetable for payment of the proceeds of redemption of the Discount Trigger Shares will remain as set out in the circular regarding the discount trigger meeting published on 17 February 2017 (the “Discount Trigger Circular”) and will not be affected by implementation of the Proposals, except that payment of the redemption proceeds will become subject to the holdback arrangements described in that circular, with the final payment being made to holders of the Discount Trigger Shares following March 2019.  

If the Resolutions are approved, the Company’s management agreement with DW Partners, LP will be immediately terminated.  Following termination of the management agreement, DW Partners, LP will not be entitled to be paid the remaining outstanding balance of the costs of the Company’s initial public offering in excess of one per cent. of the gross proceeds of the offering (the “IPO Offer Costs”), so an amount in respect of the IPO Offer Costs will not be deducted from the distributions made in the liquidation.  As stated in the Discount Trigger Circular, a deduction in respect of the IPO Offer Costs will be made from the proceeds of redemption of the Discount Trigger Shares. 

The Company will not now hold its annual general meeting on 4 August 2017 and will only hold an annual general meeting if the Resolutions are not passed at the Extraordinary General Meeting.

The notice of Extraordinary General Meeting will shortly be available to view on the Company's website.

A copy of the notice of Extraordinary General Meeting and accompanying form of proxy has been submitted to the National Storage Mechanism and will be shortly available for inspection at www.Hemscott.com/nsm.do.

Anticipated timetable (including following the Extraordinary General Meeting
if the Proposals are approved)

Latest time and date for receipt of forms of proxy for the Extraordinary General Meeting 2 p.m. on 31 July 2017
Closure of the Company’s register of members 6.00 p.m. on 1 August 2017
Suspension of listing and trading of the shares on the London Stock Exchange 7.30 a.m. on 2 August 2017
Extraordinary General Meeting 2 p.m. on 2 August 2017
Liquidator appointed 2 August 2017
Announcement of result of Extraordinary General Meeting 2 August 2017
Cancellation of listing and trading of the Shares on the London Stock Exchange 3 August 2017
First redemption date for investment in DW Catalyst Offshore Fund, Ltd. (the “Feeder Fund”) and calculation date for first instalment of redemption proceeds 1 November 2017
Earliest date for payment to the Company of first instalment of Feeder Fund redemption proceeds Mid-December 2017
First interim distribution to shareholders Mid-December 2017
Second redemption date for investment in Feeder Fund and calculation date for second instalment of redemption proceeds 1 February 2018
Earliest date for payment to Company of second instalment of Feeder Fund redemption proceeds Mid-March 2018
Second interim distribution to shareholders Mid-March 2018

Third redemption date for investment in Feeder Fund and calculation date for third instalment of redemption proceeds

1 May 2018
Earliest date for payment to Company of third instalment of Feeder Fund redemption proceeds Mid-June 2018
Third interim distribution to shareholders Mid-June 2018
Fourth redemption date for investment in Feeder Fund and calculation date for fourth instalment of redemption proceeds 1 August  2018
Earliest date for payment to Company of fourth instalment of Feeder Fund redemption proceeds, adjusted to take into account of hold-back amount Mid-September 2018
Fourth interim distribution to Shareholders Mid-September 2018
Approximate date for payment of relevant portion of hold-back amount to the Company Following March 2019
Final distribution to Shareholders Following March 2019

All references are to London time.

The specific timing and amount of all distributions to shareholders will be announced in advance through a Regulatory Information Service. 

Each of the times and dates above may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or dates will be notified to shareholders by an announcement through a Regulatory Information Service.

Enquiries:

Company website:        www.dwcatalystltd.com 

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


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