GSDU Goldman D USD

 

TIDMGSDO TIDMGSDE TIDMGSDU 
 
RNS Number : 1007N 
Goldman Sachs Dynamic Opportunities 
04 June 2010 
 

4 June 2010 
 
Goldman Sachs Dynamic Opportunities Limited 
 
Redemption Proposals for EUR and US$ Shares 
 
Introduction 
 
The Company is today posting a Circular to Shareholders in connection with 
Redemption Proposals for EUR Shareholders and US$ Shareholders. 
 
Details of the Redemption Proposals (including their terms and conditions) are 
set out in the Circular. In summary, these are: 
 
* invitations to redeem up to all the EUR Shares and US$ Shares in issue at the 
Record Date; 
 
* the creation of a Redemption Portfolio comprising (subject to possible 
variation) an appropriate proportion of each investment in the Portfolio as at a 
NAV Calculation Date determined by the Directors for the purpose; 
 
* the realisation of investments in the Redemption Portfolio in an orderly and 
timely manner; and 
 
* a settlement timetable for the Redemption Proposals which reflects the receipt 
by the Company of cash from realisations of investments in the Redemption 
Portfolio. 
 
Portfolio liquidity 
As at 24 May 2010, based on the Portfolio and its estimated value as at 19 May 
2010 and the assumptions set out in the table immediately below, the Investment 
Manager's current expectation is that investments in the Portfolio could be 
realised in accordance with the following indicative timetable (which should not 
be relied upon for any purpose) assuming no requirement to maintain a balanced 
investment portfolio during the realisation period: 
+------------------------------------+-----------------------------+ 
| Realisation proceeds received      |   Cumulative % of Portfolio | 
| by1,4                              |       expected to have been | 
|                                    |                   realised2 | 
+------------------------------------+-----------------------------+ 
|       By 30 October 2010           |                       57.4% | 
+------------------------------------+-----------------------------+ 
|       By 31 January 2011           |                       60.0% | 
+------------------------------------+-----------------------------+ 
|       By 30 April 2011             |                       66.8% | 
+------------------------------------+-----------------------------+ 
|       By 31 July 2011              |                       79.4% | 
+------------------------------------+-----------------------------+ 
|       By 31 October 2011           |                       85.3% | 
+------------------------------------+-----------------------------+ 
|       By 31 January 2012           |                       85.3% | 
+------------------------------------+-----------------------------+ 
|       By 31 October 2012           |                      91.2%3 | 
+------------------------------------+-----------------------------+ 
 
1.   The above table assumes that no Liquidity Constraints are imposed or arise 
other than those of which the Investment Manager had actual knowledge as at 19 
May 2010. There may be other matters or factors which affect the availability, 
amount or timing of receipt of the proceeds of realisation of some or all of the 
Company's investments, including intervening economic events. Percentages 
expected to be realised after 31 October 2012 should be considered highly 
speculative. 
2.   The above table is based on estimated valuations of the Portfolio as at 19 
May 2010 and assumes valuations of investments are unchanged from that date. 
Such valuations may be estimated and/or unaudited and may be inaccurate and/or 
subject to conflicts of interest. Investments may not realise the assumed cash 
sum and/or percentage of such valuations at the times assumed or at all. 
3.   It is expected that the Company's remaining investments at 31 October 2012 
will constitute illiquid underlying funds that have suspended redemptions, 
imposed gates, invested in illiquid special investments or have other similar 
liquidity impairment (including side pockets, synthetic side pockets and/or 
liquidating trusts) and it is currently uncertain when those investments could 
be realised or if they could be realised at all. 
4.  The above table assumes that Portfolio realisations are made with effect 
from 1 July 2010. It also assumes realisation proceeds are received within 90 
days after the date on which realisation becomes effective. There may be other 
matters or factors which affect the availability, amount or timing of receipt of 
the proceeds of realisation of some or all of the Company's investments. The 
expected realisations proceeds do not include any costs of realising 
investments. 
The information in this table has not been subject to audit and should be 
considered to be illustrative. 
 
Assuming that the relevant proportion of each investment in the Portfolio as at 
19 May 2010 is attributed to the Redemption Portfolio, realisations of 
investments in a Redemption Portfolio created pursuant to acceptances of any 
Redemption Proposals could be expected to take place in accordance with the 
indicative timetable above with a pro rata amount of the cash sums referred to 
being realised (on a winding up basis) but subject to the same assumptions and 
caveats as mentioned above. 
However, it is emphasised that there is no guarantee that a Redemption Portfolio 
can be realised in accordance with the above indicative timetable, or at all. 
Furthermore the Portfolio is dynamic and, until further notice (and, in 
particular, until such time as a Redemption Portfolio is created), the 
Investment Manager will manage the Portfolio with a view to achieving the 
Company's Investment Objective which, amongst other things, may result in the 
Company being invested in less liquid investments from time to time. It is also 
emphasised that the values of any underlying investments as at the time of 
realisation may differ significantly from the values used in the Circular. 
 
Form of Redemption Proposals 
 
The Redemption Proposals which are now being made (on the terms and conditions 
set out in the Appendix to the Circular) are as follows: 
 
* The Redemption Proposals are separate invitations by the Company to Eligible EUR 
Shareholders and Eligible US$ Shareholders to redeem up to all of their EUR Shares 
and US$ Shares. No GBP Shares are being redeemed under the Redemption Proposals. 
 
* There is no maximum number of EUR Shares or US$ Shares which may be redeemed 
under the Redemption Proposals. Eligible EUR Shareholders and Eligible US$ 
Shareholders are being invited to tender for redemption some or all of their EUR 
Shares and US$ Shares registered in their names on the Register at the Record 
Date. 
 
* A proportion of each investment in the Portfolio (including cash), together 
with other assets and liabilities, equivalent insofar as practicable (and 
subject to variation as determined by the Board) to the proportion that the 
aggregate NAV (at a NAV Calculation Date determined by the Board for the 
purpose, which is expected to be shortly before or after the closing of the 
Redemption Proposals (the "Portfolio Split Date")) attributable to all Shares 
being redeemed pursuant to such Redemption Proposals bears to the Company's 
total NAV (at the Portfolio Split Date) will be segregated (for accounting 
purposes only) and will constitute the Redemption Portfolio. However, in the 
event that acceptances of the Redemption Proposals are very limited such that 
certain investments in the Portfolio may, in the Investment Manager's view, be 
realised without prejudicing the anticipated performance or balance of the 
remaining Portfolio, the Board reserves the right not to create a Redemption 
Portfolio but instead to realise only those investments. There can, however, be 
no guarantee that this will happen even if such acceptances were very limited. 
 
* However, the Board may vary or alter the composition or amount of the 
investments attributed to the Redemption Portfolio in such a manner and/or to 
such extent as it (in its absolute discretion) considers appropriate. 
 
* Acceptances of the Redemption Proposals will be settled in tranches as cash 
proceeds from realisations of investments in the Redemption Portfolio are 
received by the Company. In that way, Redeeming Shareholders will receive the 
value of the assets attributable to their holding in the Company on a basis 
which corresponds to the amounts realised on the redemption of investments in 
the Redemption Portfolio (less costs) and on a timetable reflecting the 
realisation profile of the Redemption Portfolio. The Redemption Portfolio will 
be managed with a view to realisation rather than to meeting the Company's 
Investment Objective. 
 
* No currency hedging will take place in respect of redemption monies 
outstanding. Accordingly, the proportion of the Redemption Portfolio 
attributable and payable to each Redeeming Shareholder will be fixed by 
reference to the proportion that the NAV of the Redeemed Shares of that 
Redeeming Shareholder at the Portfolio Split Date bears to the NAV of all the 
Redeemed Shares (at that date) (all calculated in US$ and using spot currency 
exchange rates at that date where relevant). 
 
* The Redeemed Shares will be cancelled shortly after the closing of the 
Redemption Proposals. Once such Redeemed Shares have been cancelled all 
Redeeming Shareholders will cease to be Shareholders in the Company and instead 
will be unsecured creditors in respect of the redemption monies outstanding from 
time to time. The treatment of such Redemption Right may vary between different 
types of Redeeming Shareholders and in different jurisdictions.  For instance, 
such a Redemption Right may not be an eligible investment for certain Redeeming 
Shareholders or may not be capable of being held directly or indirectly by 
certain Redeeming Shareholders or may not be permitted to be held through 
certain "wrappers", structured products or other similar arrangements. It is the 
responsibility of each Redeeming Shareholder to determine whether or not it may 
hold such Redemption Right. 
 
Expenses 
 
The costs and expenses incurred in relation to the Redemption Proposals (or any 
Further Redemption Proposals if applicable) are currently estimated to amount to 
approximately US$500,000 but excluding all costs associated with realising 
investments in the Redemption Portfolio. The costs and expenses of the 
Redemption Proposals (and any Further Redemption Proposals) will be deducted 
from the NAV attributable to Redeeming Shareholders in calculating the 
redemption amounts payable. 
 
The actual percentage of NAV which these costs and expenses represent will 
depend on the proportion of the EUR Shares and US$ Shares which are redeemed. By 
way of example, if there were redemptions for 65 per cent. of the EUR Shares and 
US$ Shares, such costs and expenses are expected to represent approximately 0.85 
per cent. of the NAV attributable to a Redeemed Share of each such class (using 
estimated NAVs at 19 May 2010). 
Conversions between Share Classes 
 
The Company's Articles incorporate provisions enabling Shareholders of any one 
class of Shares to convert all or part of their holding into Shares of any other 
class as at NAV Calculation Dates referable to March, June, September and 
December in each year. Whilst notices of conversion must be given not less than 
5 business days before the relevant conversion calculation date, the actual date 
of conversion may be 40 business days or longer after notice has been given and 
Shareholders will not be registered as the holders of the new class of Shares 
until after conversion. 
 
Once a notice to convert Shares has been given that Shareholder will not be able 
to trade in or otherwise deal with those Shares (whether in certificated or 
uncertificated form) and will be unable to accept any Redemption Proposal (or 
Further Redemption Proposal) which is then open for acceptance in respect of 
those existing Shares, nor will he be able to accept such proposal in respect of 
new Shares arising on conversion unless he is registered as a holder of those 
new Shares as at any record date set for the purposes of eligibility to 
participate in that Redemption Proposal. Accordingly, a Shareholder who elects 
to convert existing Shares into EUR Shares or US$ Shares by reference to the 30 
June 2010 NAV Calculation Date will be unable to accept a Redemption Proposal 
for those existing Shares (if they are EUR Shares or US$ Shares) or for new EUR 
Shares or US$ Shares arising on conversion. If a Further Redemption Proposal was 
made, depending on its timing, the same may equally be applicable to a Further 
Redemption Proposal. 
Management Fees and Trail Commissions 
 
Management and performance fees will continue to be payable by the Company to 
the Investment Manager in respect of the Continuing Portfolio on the same basis 
as previously, i.e. based upon the value of the net assets in the Continuing 
Portfolio. Following the creation of the Redemption Portfolio, management fees 
will be payable on the assets in the Redemption Portfolio at a reduced rate of 
0.75 per cent. per annum and no performance fees will be payable on the 
Redemption Portfolio. Other expenses of the Company will be attributable between 
the Redemption Portfolio and the Continuing Portfolio on a basis which the Board 
(in its absolute discretion) believes to be fair and equitable. 
 
Trail commissions are currently payable by the Investment Manager to Qualifying 
Investors (or, in certain circumstances, financial intermediaries) at a rate 
equivalent to 0.5 per cent. per annum multiplied by the Total Assets (as at the 
relevant NAV Calculation Date) attributable to the number of Shares of the 
relevant class held by them at each quarter end (including Shares acquired in 
the secondary market), calculated monthly and payable quarterly in arrears. 
Trail commissions cease to be payable to Qualifying Investors in respect of 
Shares subsequently disposed of by such Qualifying Investors and are not payable 
unless those Shares remain held at the NAV Calculation Date at the end of the 
relevant quarter. 
 
The Redeemed Shares will cease to be eligible for trail commissions as at the 
quarter date immediately preceding the closing date for acceptances of such 
Redemption Proposals i.e. 31 March 2010. 
Further information 
Further details of the Redemption Proposals (including their respective full 
terms and conditions), together with detailed performance information for the 
Company, an investment review for the period from 1 January 2010 to 30 April 
2010 and an investment outlook are set out in the Circular. 
The Circular also contains further information which Shareholders should take 
into consideration in deciding whether or not to accept the relevant Redemption 
Proposal (or a Further Redemption Proposal if applicable) including certain risk 
factors (which are not intended to be exhaustive). 
 
Expected Timetable 
 
+---------------------------------------+--------------------------+ 
| Latest time and date for receipt of   |     1.00 p.m. on 23 June | 
| Redemption Forms or for delivery of   |                     2010 | 
| TTE instructions                      |                          | 
|                                       |                          | 
+---------------------------------------+--------------------------+ 
| Redemption Proposals Record Date      | 5.00p.m. on 23 June 2010 | 
|                                       |                          | 
+---------------------------------------+--------------------------+ 
| Results of Redemption Proposals       |             24 June 2010 | 
| announced                             |                          | 
|                                       |                          | 
+---------------------------------------+--------------------------+ 
| Balance Share certificates despatched |          early July 2010 | 
|                                       |                          | 
+---------------------------------------+--------------------------+ 
| First settlement of Redemption        |     during November 2010 | 
| Proposals consideration               |            (provisional) | 
|                                       |                          | 
+---------------------------------------+--------------------------+ 
| All references to times are to times  |                          | 
| in London.                            |                          | 
|                                       |                          | 
+---------------------------------------+--------------------------+ 
 
Enquiries: 
 
+---------------------------------------+----------------------------+ 
| Robin Amer                            | Tel: +44 (0)1481 744 000   | 
| RBC Offshore Fund Managers Limited    |                            | 
|                                       |                            | 
+---------------------------------------+----------------------------+ 
| Niklas Ekholm                         | Tel: +44 (0)20 7051 9270   | 
| Head of International Public          |                            | 
| Relations                             |                            | 
| Goldman Sachs Asset Management        |                            | 
|                                       |                            | 
+---------------------------------------+----------------------------+ 
| Sophie Bullock                        | Tel: +44 (0)20 7774 4012   | 
| Media Relations                       |                            | 
| Goldman Sachs Asset Management        |                            | 
|                                       |                            | 
+---------------------------------------+----------------------------+ 
| Stuart Klein                          | Tel: +44 (0)20 7678 8000   | 
| RBS Hoare Govett Limited              |                            | 
|                                       |                            | 
+---------------------------------------+----------------------------+ 
Terms used in this announcement shall, unless the context otherwise requires, 
bear the meanings given to them in the Circular dated 4 June 2010. 
A copy of the Circular will shortly be available for public inspection at the 
Document Viewing Facility, the Financial Services Authority, 25 North Colonnade, 
Canary Wharf, London E14 5HS. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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