Boussard & Gavaudan Holding Ltd (GBP): Publication of Circular and notices of Extraordinary General Meeting and Class Meetings (Managed Wind-Down)

Boussard and Gavaudan Holding

29/08/2023 17:15

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Boussard & Gavaudan Holding Limited
(the “Company”)

a closed-ended investment company incorporated with limited liability under
the laws of Guernsey with registration number 45582

Legal Entity Identifier: 5493002XNM3W9D6DF327

Publication of Circular and Notices of Extraordinary General Meeting and Class
Meetings

As announced by the Company on 24 July 2023, after extensive consultation with
its Investment Manager, Boussard & Gavaudan Investment Management LLP (the
"Investment Manager"), and its advisers and certain shareholders, the board of
directors of the Company (the "Board") has decided to put forward proposals to
the Company's shareholders ("Shareholders") for a managed wind-down of the
Company (the "Managed Wind-down").

A circular (the "Circular") containing details of the proposals in respect of
the Managed Wind-down (the "Proposals") and convening an extraordinary general
meeting (the "Extraordinary General Meeting" or "EGM") and separate class
meetings of holders of Euro Shares (the "Euro Class Meeting") and Sterling
Shares (the "Sterling Class Meeting" and, together with the Euro Class
Meeting, the "Class Meetings") has been published today and has been submitted
to the National Storage Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular is
also available on the Company's
website: https://www.bgholdingltd.com/shareholder.php.

This announcement provides a summary of the information set out in the
Circular and Shareholders should refer to the Circular for full details of the
Proposals.

Details of the proposed Managed Wind-down

Should the Managed Wind-down be approved by Shareholders, it will not result
in the immediate liquidation of the Company. Instead, the Board intends to
work with the Investment Manager to implement an orderly realisation of the
Company's underlying assets in a manner consistent with the liquidity of the
Company's portfolio. The Board expects the orderly realisation to be completed
by the end of 2024, following which the net realisation proceeds will be
returned to Shareholders (whether pursuant to the Rollover Option or the Cash
Exit, as described below).

Pursuant to the Managed Wind-down, the Board intends to offer to eligible
Shareholders the option to elect to rollover all or part of their investment
in the Company into new shares in a sub-fund of BG Eire ICAV, managed by the
Investment Manager, or such other vehicle as may be considered suitable by the
Board and the Investment Manager (the "BG Rollover Fund") (the "Rollover
Option"). The Board understands that, irrespective of the Proposals for the
Company, the Investment Manager (and the wider Boussard & Gavaudan Group)
remains committed to its investment management business and will continue to
manage a range of investment products including alternative, private and
mutual funds focussed on multi-strategy, convertible bonds and private
credit/direct lending. The Rollover Option is therefore intended to provide
eligible Shareholders the flexibility to remain invested in a vehicle managed
by the Investment Manager's group.

Shareholders who do not or are not eligible to elect for the Rollover Option
shall instead receive cash pursuant to a full cash exit prior to the Company
formally entering into liquidation (the "Cash Exit").

A Shareholder circular containing details of the proposed Rollover Option
(including the full eligibility requirements for investment in the BG Rollover
Fund, which will include a minimum subscription amount of €500,000 or its
currency equivalent) and the Cash Exit, together with election forms for
eligible Shareholders wishing to participate in the Rollover Option, is
expected to be published in the second half of 2024.

Extraordinary General Meeting and Class Meetings

The purpose of the Extraordinary General Meeting and the Class Meetings (the
"Meetings") is to allow the Shareholders to consider and, if thought fit, pass
resolutions (the "Resolutions") which seek Shareholders' approval to:

(i)    amend the Company's Investment Objective and Policy in order for
the Company to follow the Managed Wind-down process set out in the Circular;

(ii)    convert the Shares into ordinary shares that are redeemable at the
option of the Company, to allow for the net realisation proceeds of the assets
realised in accordance with the Managed Wind-down (less expenses and the costs
of subsequently de-listing and liquidating the Company) to be returned to
Shareholders pursuant to the Rollover Option or the Cash Exit by way of a pro
rata redemption of their Shares, as described in more detail in the Circular;
and

(iii)    amend the articles of incorporation of the Company to allow the
Directors to carry out compulsory redemptions of Shares, as described in more
detail in the Circular.

The EGM will be held at Ground Floor, Dorey Court, Admiral Park, St Peter
Port, Guernsey GY1 2HT at 11.30 a.m. on 28 September 2023. The Euro Class
Meeting and Sterling Class Meeting will be held at the same venue on the same
date at 11.45 a.m. and 12.00 p.m. respectively.

The notices of the Meetings, which include the full text of the Resolutions,
are set out in Part II, Part III and Part IV of the Circular.

Action to be taken by Shareholders

Whether or not you intend to be present at the Meetings, you are requested to
complete, sign and return the relevant forms of proxy enclosed with the
Circular, in accordance with the instructions printed thereon, so as to be
received: (i) in respect of Euro Shares held via Euroclear Nederland,
electronically by Van Lanschot Kempen N.V., Beethovenstraat 300, attn
T&S/OS/Agency Services L11, 1077 WZ Amsterdam, the Netherlands (by e-mail at
proxyvoting@vanlanschotkempen.com or by fax at +31 20 348 9549); or (ii) in
respect of Shares held in CREST and Shares held in certificated form, by email
to registrars@jtcgroup.com or by post or by hand to JTC Registrars Limited,
Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT, as
soon as possible but in any event so as to arrive not later than 48 hours
before the time appointed for the Extraordinary General Meeting or relevant
Class Meeting (or at any adjournment of such meetings), as applicable.

The lodging of a form of proxy will not prevent a Shareholder from attending
the Extraordinary General Meeting or relevant Class Meeting and voting in
person if they so wish.

Recommendation

The Board considers that the Proposals are in the best interests of the
Company and its Shareholders as a whole. The Board recommends that:
* all Shareholders vote in favour of the Resolutions to be proposed at the
Extraordinary General Meeting; and
* the Euro Shareholders and the Sterling Shareholders vote in favour of the
Resolutions to be proposed at the Euro Class Meeting and the Sterling Class
Meeting, respectively.
The Directors intend to vote in favour of all Resolutions in respect of their
own beneficial holdings of Shares, including Shares held by persons closely
associated with them, which, in aggregate, amount to 7,727 Shares,
representing approximately 0.004 per cent. of the total voting rights in the
Company.

Expected timetable of events

 Record date for participation and voting at the Extraordinary General Meeting and Class Meetings  Close of business on 26 September 2023  
 Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting          11.30 a.m. on 26 September 2023         
 Latest time and date for receipt of Forms of Proxy for the Euro Class Meeting                     11.45 a.m. on 26 September 2023         
 Latest time and date for receipt of Forms of Proxy for the Sterling Class Meeting                 12.00 p.m. on 26 September 2023         
 Extraordinary General Meeting                                                                     11.30 a.m. on 28 September 2023         
 Euro Class Meeting                                                                                11.45 a.m. on 28 September 2023         
 Sterling Class Meeting                                                                            12.00 p.m. on 28 September 2023         
 Announcement of results of the Extraordinary General Meeting and Class Meetings                   28 September 2023                       

For further information please contact:

Boussard & Gavaudan Investment Management, LLP
Emmanuel Gavaudan   
+44 20 3751 5389

JTC Fund Solutions (Guernsey) Limited
Secretary
+44 (0) 1481 702400

29 August 2023

Website: www.bgholdingltd.com

The Company is established as a closed-ended investment company domiciled in
Guernsey. The Company has been authorised by the Guernsey Financial Services
Commission as an authorised closed-ended investment scheme. The Company is
registered with the Dutch Authority for the Financial Markets as a collective
investment scheme pursuant to article 2:73 in conjunction with 2:66 of the
Dutch Financial Supervision Act (Wet op het financieel toezicht). The shares
of the Company (the "Shares") are listed on Euronext Amsterdam. The Shares
are also listed on the Official List of the UK Listing Authority and admitted
to trading on the London Stock Exchange plc's main market for listed
securities.

This is not an offer to sell or a solicitation of any offer to buy any
securities in the United States or in any other jurisdiction. This
announcement is not intended to and does not constitute, or form part of, any
offer or invitation to purchase any securities or the solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.

Neither the Company nor BG Fund, a sub-fund of BG Umbrella Fund plc, has been,
and neither will be, registered under the US Investment Company Act of 1940,
as amended (the "Investment Company Act"). In addition the securities
referenced in this announcement have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"). Consequently
any such securities may not be offered, sold or otherwise transferred within
the United States or to, or for the account or benefit of, US persons except
in accordance with the Securities Act or an exemption therefrom and under
circumstances which will not require the issuer of such securities to register
under the Investment Company Act. No public offering of any securities will be
made in the United States.

You should always bear in mind that:
* all investment is subject to risk; 
* results in the past are no guarantee of future results; 
* the investment performance of BGHL may go down as well as up. You may not
get back all of your original investment; and 
* if you are in any doubt about the contents of this communication or if you
consider making an investment decision, you are advised to seek expert
financial advice.
This communication is for information purposes only and the information
contained in this communication should not be relied upon as a substitute for
financial or other professional advice.

END OF ANNOUNCEMENT

 

Attachments
*     BGHL - EGM - Managed Wind-Down Circular (FINAL 29.08.2023)
(https://ml-eu.globenewswire.com/Resource/Download/15f4d7f3-2292-4e20-ae8b-a02a81676ebc)
  
*     EGM Proxy Form re Euroclear Nederland 2023
(https://ml-eu.globenewswire.com/Resource/Download/fdba317b-6d81-4c02-9be6-31e46b6d6ebf)
  
*     Class Meeting Proxy Form - Euroclear Nederland 2023
(https://ml-eu.globenewswire.com/Resource/Download/36a8e497-ed57-4cc9-9f84-b579f963b8dc)
  
*     EGM Proxy Form re Sterling Shares 2023
(https://ml-eu.globenewswire.com/Resource/Download/a166e25f-b7ec-4d2c-b6c3-66cf1c875e65)
  
*     Class Meeting Proxy Form - Sterling Shares 2023
(https://ml-eu.globenewswire.com/Resource/Download/5eee1cb1-856a-45ed-8d6e-cc1822325a84)
  
*     Class Meeting Proxy Form - Euro Shares held in certificated form 2023
(https://ml-eu.globenewswire.com/Resource/Download/ee43a475-62ea-44fd-955b-6b40a5621456)
  
*     EGM Proxy Form re Euro shares held in Certificated form 2023
(https://ml-eu.globenewswire.com/Resource/Download/72998d6b-c013-462b-9c3a-e46b6c32a5ac)