TIDMHWSL TIDMHWSC
RNS Number : 4995Y
HWSI Realisation Fund Ltd
09 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
9 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)
Scheme of Arrangement becomes Effective
HWSIL and Bidco are pleased to announce that at a hearing held
earlier today the Royal Court of Guernsey has sanctioned the scheme
of arrangement under Part VIII of the Companies Law of Guernsey
(the "Scheme") to effect the recommended cash acquisition by Bidco
of the entire issued and to be issued share capital of HWSIL. All
conditions to the Scheme have now been satisfied or waived and the
Scheme has now become Effective in accordance with its terms.
Suspension of trading
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 were suspended with effect from 7.30am today.
Cancellation of listing and trading
HWSIL has made an application to the FCA to cancel the listing
of HWSIL Shares on the Official List and to the London Stock
Exchange to cancel trading of HWSIL Shares on the Main Market.
These cancellations are expected to take effect at 8.00am (London
time) on 10 September 2020.
Settlement
HWSIL Shareholders' cash consideration under the terms of the
Scheme will be settled or despatched by no later than 23 September
2020.
General
Capitalised terms used in this announcement, unless otherwise
defined, have the same meaning as set out in the Scheme Document
published on 10 August 2020.
All times shown in this Announcement are London times, unless
otherwise stated. If any of the dates/times set out in this
announcement change, an announcement will be made through a
Regulatory Information Service.
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.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOALLMTTMTIMBBM
(END) Dow Jones Newswires
September 09, 2020 08:43 ET (12:43 GMT)
Hwsi Realisation (LSE:HWSL)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
Hwsi Realisation (LSE:HWSL)
Historical Stock Chart
Von Sep 2023 bis Sep 2024