REG-Weiss Korea Opportunity Fund Ltd.: Publication of Circular and Notice of EGM

Weiss Korea Opportunity FundAnnouncement

28/11/2025 07:02

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

28 November 2025

 

Weiss Korea Opportunity Fund Ltd.

("WKOF" or the "Company")

 

(a closed-ended investment scheme incorporated with limited liability

under the laws of Guernsey with registration number 56535)

 

LEI Number:                     213800GXKGJVWN3BF511

 

PUBLICATION OF CIRCULAR

 

On 17 November 2025, the Board of Weiss Korea Opportunity Fund Ltd. announced
that it had fully realised all of the assets in its investment portfolio in an
orderly manner, and that it had begun preparations for the cancellation of its
shares from trading on AIM and the appointment of liquidators.

 

The Company announces that a circular including a Notice of Extraordinary
General Meeting will today be posted to Shareholders (the "                   
 Circular                    ") to convene the necessary extraordinary general
meeting of the Company (the "                     Extraordinary General
Meeting                    ") to approve,                      inter alia     
              , the Cancellation and Liquidation. The Extraordinary General
Meeting is to be held at the offices of Northern Trust International Fund
Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St
Peter Port, Guernsey, GY1 3QL at 10.00 a.m. on 18 December 2025. A copy of the
Circular and Notice of Extraordinary General Meeting will also be available to
view shortly on the Company's website                                 
https://www.weisskoreaopportunityfund.com                               .

 

The letter from the Chair to Shareholders as contained within the Circular is
set out in full in the appendix below.

 

Capitalised terms used in this announcement shall have the same meanings given
to them in the Circular unless otherwise defined herein.

 

For further information, please contact:

 

 Singer Capital Markets   James Maxwell/James Fischer/Anthony Debson -Nominated Adviser  James Waterlow - Sales  +44 20 7496 3000  
 Northern    Trust    International    Fund Administration Services   (Guernsey) Limited   Company secretary     +44 1481 745001   

 

IMPORTANT NOTICES

 

Singer Capital Markets, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and no one else in connection with the matters referred to in this
announcement and the Circular and shall not be responsible to anyone other
than the Company for providing the protections afforded to clients of Singer
Capital Markets, nor for providing advice in connection with the matters
referred to in this announcement or the Circular. Neither Singer Capital
Markets nor any of its affiliates (nor any of its or their respective
directors, officers, employees, representatives or agents) owes or accepts any
duty, liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Singer Capital Markets in connection with
the matters referred to in this announcement or the Circular.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

 

EXPECTED TIMETABLE

 

 Event                                                               Date and Time  (1)                                
 Publication of the Circular                                         Friday, 28 November 2025                          
 Latest time and date for receipt of proxy appointments for the EGM  10.00 a.m. on Tuesday, 16 December 2025           
 Record date for entitlement to vote at the EGM                      6.00 p.m. on Tuesday, 16 December 2025            
 Latest time and date for dealings in Shares prior to Cancellation   close of business on Wednesday, 17 December 2025  
 Suspension of Shares from trading on AIM                            7.30 a.m. on Thursday, 18 December 2025           
 Extraordinary General Meeting                                       10.00 a.m. on Thursday, 18 December 2025          
 Announcement of results of EGM                                      Thursday, 18 December 2025                        
 Appointment of Liquidators (2)                                      Thursday, 18 December 2025                        
 Cancellation of admission to trading on AIM (2)                     7.00 a.m. on Friday, 19 December 2025             

 

(1)                     All references in this document are to London times
unless otherwise stated.                      The dates and times given are
indicative only and are based on the Company's current expectations and may be
subject to change.                      If any of the times and/or dates
above change, the revised times and/or dates will be notified to Shareholders
by announcement through a Regulatory Information Service.

(2)                     Conditional on the passing of the Cancellation
Resolution and the Liquidation Resolutions at the Extraordinary General
Meeting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appendix

LETTER FROM THE CHAIR

WEISS KOREA OPPORTUNITY FUND LTD.

(a closed-ended investment scheme incorporated and registered in Guernsey with
limited liability under the Companies (Guernsey) Law 2008, as amended with
registered number 56535)

 

 Directors  :  Krishna Shanmuganathan (Non-Executive Chair)  Gillian Yvonne Morris (Non-Executive Director)  Wendy Dorey (Non-Executive Director)  Registered Office  :  PO Box 255  Trafalgar Court  Les Banques  St Peter Port  Guernsey  GY1 3QL  

28 November 2025

Dear Shareholder,

PROPOSALS FOR CANCELLATION OF TRADING OF THE COMPANY'S SHARES ON AIM,
VOLUNTARY WINDING-UP OF THE COMPANY AND APPOINTMENT OF LIQUIDATORS

Introduction

As announced on 17 November 2025, in accordance with its Managed Wind-down
process, the Company has now fully realised all of the assets in its
investment portfolio, intends to return approximately GBP7,000,000 by way of a
further compulsory redemption of Shares after close of business on 1 December
2025, and has commenced the process, subject to Shareholder approval, of
cancelling the admission of its Shares to trading on AIM, and approving the
appointment of liquidators.

Further to those announcements, I am now writing to you to provide further
details of the proposed winding up of the Company. As part of the Proposals,
Shareholders are also being asked to vote in favour of the cancellation of
trading of the Shares on AIM (the "Cancellation"), which requires Shareholder
approval pursuant to the AIM Rules.

This document sets out details of the Proposals and explains why the Directors
consider the proposed liquidation and the other Proposals set out in this
document to be in the best interests of the Company and Shareholders as a
whole. All Shareholders are therefore encouraged to appoint a proxy by one of
the methods set out in paragraph 4 of this Part I of this document as soon as
possible.

Further details of the Proposals and the Resolutions which will be put to
Shareholders at the Extraordinary General Meeting are set out below. The
Notice of EGM is set out at the end of this document.

The Board unanimously recommends to Shareholders that they vote in favour of
the Resolutions to be proposed at the Extraordinary General Meeting.

Background to and reasons for the Proposals

On 27 February 2025, following extensive consultation with the Company's
advisers and Shareholders evaluating the future strategy of the Company and
conclusion of a strategic review, the Company announced its decision to
proceed with a managed wind-down of the Company and its intention to carry out
an orderly realisation of the Company's portfolio, with capital returned to
Shareholders by way of compulsory redemptions of Shares. The Company completed
the first and second compulsory redemption of Shares in July and October 2025
respectively, returning approximately GBP105,000,000 in aggregate, and as
announced on 17 November 2025, intends to return a further GBP7,000,000.
Payments of redemption monies are expected to be made on 15 December 2025.

In the context of where the Company's Managed Wind-down process has now
reached, with all of the Company's investment portfolio now fully realised in
an orderly manner, GBP105,000,000 already returned to Shareholders and a
further GBP7,000,000 to be returned in December, the Board believes that the
costs to Shareholders of continuing the Company in its current form and
maintaining an AIM listing are now outweighed by the benefits of completing
the Cancellation and the Company being wound up by the Liquidators. The
Liquidation Resolutions are conditional on the passing of the Cancellation
Resolution.

The cost savings achieved by the Proposals would be significant and would
include (without limitation):
*                        upon the appointment of the Liquidators, the
Company's Investment Management Agreement with the Investment Manager will be
terminated and no further fees will be payable to the Investment Manager other
than those accrued up to the commencement of the Company's voluntary
winding-up;
 
*                        running costs being reduced following the proposed
resignation of Krishna Shanmuganathan as a Director and the termination of the
appointments of other service providers (as described further below);
 
*                        incurring no further costs in relation to the
preparation of audited year end accounts for the year ended 31 December 2025
which would no longer be required;
 
*                        the Company no longer being required to bear the
costs of maintaining a nominated adviser for the purposes of the AIM Rules;
and the Company no longer being required to pay listing fees to the London
Stock Exchange in respect of the admission to trading of its shares on AIM.
 

The Board estimates that the costs and expenses of the Proposals will amount
to approximately £134,855, which includes the fees of the Liquidators and
those of the Company's advisers (inclusive of VAT to the extent applicable).
The Liquidators will retain the Liquidation Fund to pay the Company's known
and contingent liabilities, costs of liquidation not already paid at the point
of the commencement of the voluntary winding-up and an amount for unknown
contingencies.

Once the Liquidators have satisfied the claims of creditors of the Company and
paid the costs and expenses of the voluntary winding-up, the Liquidators may
make a final distribution to Shareholders. Subject to the passing of
Resolution 4 by Shareholders at the EGM, if any final distribution payable to
any Shareholder (after deducting any applicable fees, costs or charges) is
less than GBP5.00, it shall not be paid to the relevant Shareholder(s) but
instead will be retained by the Company and paid to a registered charity or
charities selected by the Board. If Resolution 4 is not passed by Shareholders
at the EGM, such amount shall be paid to the relevant Shareholder(s). Further
details on any final distribution due to Shareholders is set out in paragraph
3 of this Part I below.

The Proposals

The Proposals are comprised of the following principal elements:

·                              the Cancellation;

 

·                              the appointment of the Liquidators;

 

·                              the resignation of Krishna
Shanmuganathan as a Director;

 

·                              the termination of the Investment
Management Agreement and, subject to agreement of the terms, the appointments
of all the Company's other service providers other than the Registrar, subject
to passing of the Cancellation and Liquidation Resolutions; and

 

·                              authorising the Liquidators to donate
to a registered charity or charities any de minimis amounts that would
otherwise be paid to Shareholders as part of any final distribution.

Cancellation

Rule 41 of the AIM Rules requires an AIM company that wishes to cancel
admission of its securities to trading on AIM to notify such intended
cancellation to the public and separately to inform the London Stock Exchange
of its preferred cancellation date. The rule also requires that, unless the
London Stock Exchange otherwise agrees, the Cancellation must be conditional
upon the consent of not less than 75 per cent. of votes cast by the
Shareholders, given in a general meeting.

Subject to Shareholder approval at the Extraordinary General Meeting, it is
expected that the admission of the Shares to trading on AIM will be cancelled
with effect from 7.00 a.m. on 19 December 2025. Once the Cancellation has
occurred, Shareholders will not have the ability to transact in their Shares
through any trading platform.

Shareholders should also be aware that trading in the Shares on AIM will be
suspended from 7.30 a.m. on 18 December 2025, in advance of the EGM, as the
Company would no longer be considered to be an appropriate company for AIM on
the commencement of a liquidation process.

The Cancellation may have taxation consequences for Shareholders. Shareholders
who are in any doubt about their tax position should consult an appropriate
professional adviser.

Upon cancellation of the Shares to trading on AIM, Singer Capital Markets will
cease to be the Company's nominated adviser, Singer Capital Markets Securities
Limited will cease to be the Company's broker and the Company will no longer
be required to comply with the AIM Rules.

Appointment of the Liquidators

The Proposals involve the Company being placed into a voluntary winding-up
and, subject to the passing of the Liquidation Resolutions by Shareholders at
the Extraordinary General Meeting, the Company will be wound-up in accordance
with section 391(1)(b) of the Companies Law. Shareholders should note that the
Company is solvent and the voluntary winding-up is not an insolvent
liquidation.

Conditionally on the passing of the Cancellation Resolution and the
Liquidation Resolutions, Andrea Frances Alice Harris and Benjamin Alexander
Rhodes of Grant Thornton Advisors Limited have agreed to act as the
liquidators. The Liquidators will charge the Company on a time cost basis
estimated at £20,000 plus disbursements of c.£1,000 provided that, in the
event that the engagement of the Liquidators becomes more complex than
anticipated, this amount will be greater on the basis of the additional work
to be performed.

Pursuant to their engagement, the Liquidators have agreed to do all things
necessary to facilitate the winding up of the Company, including without
limitation:

·                              to take control of the Company's
funds by way of a change of mandate on the Company's bank accounts;

 

·                              to retain sufficient funds to
discharge all known and contingent liabilities to include the costs of the
winding-up;

 

·                              to, if sufficient funds remain, make
a final distribution to Shareholders once all costs and liabilities have been
settled and all clearances have been obtained; and

 

·                              to finalise and close the winding-up
following any final distribution.

From the passing of the Liquidation Resolutions and such resolutions becoming
unconditional, the Directors' powers will cease and the Company will be
controlled by the Liquidators.

Once the Liquidators have satisfied the claims of creditors of the Company and
paid the costs and expense of the voluntary winding-up, the Liquidators may
make a final distribution to Shareholders according to their respective rights
and interests in the Company. This final distribution, if any, will not be
made until the Liquidators have discharged the Company's liabilities and
obtained tax clearance from the Guernsey Revenue Service to proceed with the
conclusion of the Liquidation, following which the Liquidators may distribute
any surplus to Shareholders in accordance with their respective rights.

The precise timing of this final distribution (if any) is uncertain and is
likely to be a nominal amount per Share, but is expected to be paid within 6
months of the commencement of the voluntary winding-up.

The Liquidators will subsequently prepare a final account of winding-up which
will be sent to Shareholders giving appropriate notice in accordance with the
articles of incorporation of the Company of a general meeting of the Company
at which the final account will be presented and an explanation given on it.
After such final meeting, the Liquidators shall give notice to the Registrar
of Companies in Guernsey (the "Registry") of the holding of the final meeting.
The Registry shall publish the fact of this final meeting and on the
expiration of three months beginning on the date of delivery of the notice to
the Registry, the Company shall be dissolved.

If the Cancellation Resolution and the Liquidation Resolutions are passed by
the requisite majorities, it is proposed that Krishna Shanmuganathan will
resign as a Director. Gillian Yvonne Morris and Wendy Dorey will remain as
Directors until the Company is finally wound up.

In addition, if the Cancellation and the Liquidation Resolutions are passed,
the Investment Management Agreement will be terminated with effect from the
appointment of the Liquidators and the commencement of the Company's voluntary
winding-up. The Company intends to terminate the appointments of the Company's
other service providers, in accordance with the terms of such appointments,
other than the Registrar. Save for any accrued but unpaid fees payable in
respect of the period up to and including the commencement of the voluntary
winding-up, no compensation will be payable in connection with the termination
of the Investment Management Agreement.

Extraordinary General Meeting

At the end of this document you will find the Notice of EGM, convening an
extraordinary general meeting of the Company to be held at the offices of
Northern Trust International Fund Administration Services (Guernsey) Limited,
Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL at 10.00 a.m.
on Thursday, 18 December 2025.

A summary of the action you should take is set out in the paragraph below. The
Resolutions seek the approval of Shareholders to:

1                             the Cancellation;

 

2                             the voluntary winding up of the Company;

 

3                             grant the Liquidators the authority to
distribute the whole or any part of the assets of the Company in specie to the
Company's members;

 

4                             the appointment of the Liquidators;

 

5                             fix the remuneration of the Liquidators;
and

 

6                             grant the Liquidators the authority to
donate to a registered charity or charities selected by the Board any de
minimis amounts that would otherwise be payable to Shareholders as part of any
final distribution.

The full text of the Resolutions to be proposed at the Extraordinary General
Meeting is set out in the Notice of EGM at the end of this document.
Resolutions 1, 2, 3 and 4 will be proposed as special resolutions and the
passing of such Resolutions will require a 75 per cent. majority of the votes
cast in person or by proxy and Resolutions 5 and 6 will be proposed as
ordinary resolutions and the passing of such Resolutions will require a simple
majority of the votes cast in person or by proxy. The Cancellation Resolution
and the Liquidation Resolutions are inter-conditional, meaning that each of
them will only take effect, and the Cancellation and Liquidation will only be
implemented, if they are each approved by the requisite majority of
Shareholders' votes at the EGM. The resolution authorising the Liquidators to
donate de minimis final distribution amounts to a registered charity or
charities is conditional on the passing of both the Cancellation Resolution
and the Liquidation Resolutions.

A copy of the Notice of EGM is available for inspection on the Company's
website, www.weisskoreaopportunityfund.com, and will be made available for
inspection from the Company Secretary during normal business hours (Saturdays,
Sundays and public holidays excepted) from the date of this document up to and
including the date of the EGM and at the place of the EGM for at least 15
minutes before and during the EGM. The Company Secretary can be contacted at
Northern Trust International Fund Administration Services (Guernsey) Limited,
Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL.

Action to be taken by Shareholders

All Shareholders are encouraged to vote in favour of the Resolutions to be
proposed at the EGM. Whether or not Shareholders intend to be present at the
EGM, they are requested to appoint a proxy to vote on the Resolutions being
proposed at the EGM and may do so:

·                              via the Investor Centre app or by
accessing the web browser at                                 
https://uk.investorcentre.mpms.mufg.com/                               ;

 

·                              by requesting a hard copy Form of
Proxy directly from the Registrar; or

 

·                              in the case of CREST members, by
utilising the CREST electronic proxy appointment service.

In order for a proxy appointment to be valid, Shareholders must ensure that
they have recorded proxy details using one of the methods set out above in
accordance with the procedures set out in the notes to the Notice of EGM at
the end of this document by 10.00 a.m. on 16 December 2025. The appointment of
a proxy will not preclude a Shareholder from attending and voting in person at
the EGM if they wish to do so.

Recommendation

The Board considers the Proposals and the Resolutions to be in the best
interests of the Company and Shareholders as a whole. Accordingly, the Board
unanimously recommends Shareholders vote in favour of the Resolutions to be
proposed at the EGM, as they intend to do in respect of their own beneficial
holdings which, as at 27 November 2025, being the latest practicable date
prior to the publication of this document, amount in aggregate to 433 Shares,
representing approximately 0.01 per cent. of the Company's existing issued
share capital (excluding any Shares held in treasury).

As a result of the further compulsory redemption of Shares expected to
complete after close of business on 1 December 2025, the Directors will own
less Shares than as stated in this paragraph 5 such that the Directors intend
to vote in favour of the Resolutions to be proposed at the Extraordinary
General Meeting in respect of their beneficial holdings of Shares as at the
date of the Extraordinary General Meeting.

Yours faithfully

 

Krishna Shanmuganathan

Non-Executive Chair

 

 



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