DW Catalyst Fund Ltd Notice of EGM
12 Julio 2017 - 1:00AM
UK Regulatory
TIDMDWCG
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 2 p.m. on 31 July 2017
forms of proxy for the Extraordinary
General Meeting
Closure of the Company's register of 6.00 p.m. on 1 August 2017
members
Suspension of listing and trading of 7.30 a.m. on 2 August 2017
the shares on the London Stock Exchange
Extraordinary General Meeting 2 p.m. on 2 August 2017
Liquidator appointed 2 August 2017
Announcement of result of Extraordinary 2 August 2017
General Meeting
Cancellation of listing and trading of 3 August 2017
the Shares on the London Stock Exchange
First redemption date for investment in 1 November 2017
DW Catalyst Offshore Fund, Ltd. (the
"Feeder Fund") and calculation date for
first instalment of redemption proceeds
Earliest date for payment to the Mid-December 2017
Company of first instalment of Feeder
Fund redemption proceeds
First interim distribution to Mid-December 2017
shareholders
Second redemption date for investment 1 February 2018
in Feeder Fund and calculation date for
second instalment of redemption
proceeds
Earliest date for payment to Company of Mid-March 2018
second instalment of Feeder Fund
redemption proceeds
Second interim distribution to Mid-March 2018
shareholders
Third redemption date for investment in 1 May 2018
Feeder Fund and calculation date for
third instalment of redemption proceeds
Earliest date for payment to Company of Mid-June 2018
third instalment of Feeder Fund
redemption proceeds
Third interim distribution to Mid-June 2018
shareholders
Fourth redemption date for investment 1 August 2018
in Feeder Fund and calculation date for
fourth instalment of redemption
proceeds
Earliest date for payment to Company of Mid-September 2018
fourth instalment of Feeder Fund
redemption proceeds, adjusted to take
into account of hold-back amount
Fourth interim distribution to Mid-September 2018
Shareholders
Approximate date for payment of Following March 2019
relevant portion of hold-back amount to
the Company
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
END
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