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

Weiss Korea Opportunity FundAnnouncement

19/03/2025 07:15

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.

For immediate release

19 March 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 AND NOTICE OF EGM

On 27 February 2025, the Board of Weiss Korea Opportunity Fund Ltd. announced
that, following the conclusion of a strategic review, it had determined that
it would be in the best interests of Shareholders as a whole to put forward a
proposal for a managed wind-down of the Company (the “Managed Wind-down”).

The Company announces that it has today published a circular (the
“Circular”) to Shareholders setting out the recommended proposal for the
Managed Wind-down and to convene an extraordinary general meeting (the "EGM")
to seek the approval of Shareholders for:
* the adoption of the New Investment Objective and Policy (in place of the
Existing Investment Objective and Policy) to reflect the realisation strategy
and the Company ceasing to make new investments during the realisation period;
and
* the adoption of the New Articles to, among other things, permit the
Directors to return capital to Shareholders pursuant to the Managed Wind-down
by way of compulsory redemptions of Shares,
in order to facilitate the implementation of the Managed Wind-down (the
"Resolutions").

The Circular contains full details of the Board’s recommended proposal for
the Managed Wind-down and explains the associated adoption of the New
Investment Objective and Policy and the New Articles (together, the
“Proposal”). The Circular also contains a notice convening the EGM 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 2.00 p.m. on Monday, 14 April 2025.

Under the proposed Managed Wind-down process, the Company will be managed with
the intention of realising all of the assets in its Portfolio in an orderly
manner that aims to achieve a balance between seeking to obtain the best
achievable value for those assets and making timely returns of capital to
Shareholders.

The Proposal is conditional on the passing of the Resolutions by Shareholders
at the EGM. The Resolutions are inter-conditional, meaning that each of them
will only take effect, and the Proposal will only be implemented, if they are
both approved by the requisite majority of Shareholders’ votes at the EGM.

Shareholders should read the whole of the Circular and, in particular, the
letter from the Chair, which contains the unanimous recommendation of the
Directors that Shareholders vote in favour of the Resolutions to be proposed
at the EGM, and the risk factors set out in Part 2 of the Circular.

A copy of the Circular (incorporating the Notice of EGM), the proposed New
Articles (together with a copy of the Existing Articles marked to show all of
the amendments proposed to be made) and the New Investment Objective and
Policy will shortly be available for inspection on the Company’s website,
www.weisskoreaopportunityfund.com.

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 LimitedJames Maxwell/ James Fischer – Nominated AdviserJames Waterlow – Sales      +44 20 7496 3000  
 Northern Trust International Fund Administration Services(Guernsey) LimitedCompany secretary              +44 1481 745001   

IMPORTANT NOTICES

Singer Capital Markets Limited ("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.

LEI Number: 213800GXKGJVWN3BF511

EXPECTED TIMETABLE

 Publication of the Circular                                                                 Wednesday, 19 March 2025              
 Latest time and date for receipt of proxy appointments for the EGM                          2.00 p.m. on Thursday, 10 April 2025  
 Record date for entitlement to vote at the EGM                                              6.00 p.m. on Thursday, 10 April 2025  
 Extraordinary General Meeting                                                               2.00 p.m. on Monday, 14 April 2025    
 Announcement of results of EGM                                                              Monday, 14 April 2025                 
 Effective date of adoption of the New Investment Objective and Policy and the New Articles  14 April 2025                         

If any of the above times and/or dates change, the revised time(s) and/or
date(s) will be notified to Shareholders by an announcement through a
Regulatory Information Service. All references to times in this announcement
are to London time.

ADDITIONAL INFORMATION

Background to and reasons for, the Proposal

As announced on 4 November 2024, having been notified by the Investment
Manager that it believes that the opportunity set and strategy for the Company
continuing in its current form is less attractive than it has been in the
past, including at the Company’s inception in 2013, and that the Investment
Manager does not think this change in circumstances is likely to improve in
the foreseeable future, the Board commenced a strategic review to consider the
future of the Company and explore the strategic options available.

On 27 February 2025, the Board announced the outcome of the review and, in
particular, that, after extensive consultation with its advisers and
Shareholders in evaluating the future strategy of the Company, and having
received a number of proposals from third parties, the Board had decided to
put forward a proposal for the Managed Wind-down.

The Board assessed a number of proposals as part of the strategic review,
including a change of investment mandate and/or a potential combination of the
Company’s assets with another suitable investment company or fund, as an
alternative to the Managed Wind-down. The shortlisted proposals were
thoroughly assessed and meetings were held with interested parties in late
January 2025, with further detailed discussions continuing with one preferred
party through February 2025.

However, due to the complexities associated with the shortlisted proposals
that came to light in the detailed discussions, combined with differing views
of Shareholders, the Board reached the decision that the Managed Wind-down is
the fairest proposal and would be in the best interests of the Company and its
Shareholders as a whole.

Shareholder approval of the Managed Wind-down will not result in an immediate
liquidation of the Company, rather an orderly realisation of the Portfolio, in
a manner that aims to achieve a balance between seeking to obtain the best
achievable value from the realisation of the Portfolio and making timely
returns of capital to Shareholders. Returns of capital to Shareholders are
anticipated to be made as and when sufficient cash is realised to make it
economically expedient to do so pursuant to the Compulsory Redemption
Mechanism contained in the New Articles.

Shareholders should note that, if the Resolutions are approved, it is
anticipated that a first return of capital to Shareholders pursuant to the
Compulsory Redemption Mechanism will be made by the end of June 2025 and that
Shareholders will not be offered the opportunity to realise their investment
in the Company in 2025 pursuant to the biennial voluntary realisation
opportunity that would otherwise have been made available. The obligation to
provide biennial voluntary realisation opportunities from 2027 will, however,
remain in place, although in the absence of unforeseen circumstances and based
on current and anticipated market conditions, the Investment Manager is
currently estimating that all but the most illiquid assets in the Portfolio
could be realised by the time the 2027 voluntary realisation opportunity falls
due.

Indicative returns for Shareholders and estimated timescales

The Investment Manager has confirmed that, as the Portfolio consists of liquid
and less-liquid assets, it will take varied periods for the assets of the
Company to be realised in an orderly manner that aims to achieve a balance
between seeking to obtain the best achievable value for those assets and
making timely returns of capital to Shareholders. In the absence of unforeseen
circumstances and based on current and anticipated market conditions, the
Investment Manager is currently estimating that all but the most illiquid
assets in the Portfolio could be realised within two years. Further, the Board
anticipates, in consultation with the Investment Manager, that a first return
of capital will be made to Shareholders by the end of June 2025.

The above is derived from the Investment Manager’s review of what it
considers a reasonable outcome for the various assets in the Portfolio and is
not a forecast. However, the Board and the Investment Manager do not provide
any guarantee that the Managed Wind-down will be completed, or that the first
return of capital will be made, in this time frame as the pace of realisation
is contingent on, among other things, prevailing market conditions.

Realised cash is expected to be converted from Won to Sterling as soon as
reasonably practicable and invested in liquid cash-equivalent securities,
including money market funds, short-dated corporate bonds, government bonds or
bank cash deposits (and/or funds holding such investments) pending returns
being made in cash to Shareholders (net of provisions for the Company’s
costs and expenses).

The Board has absolute discretion, in consultation with the Investment
Manager, on the timing and amount of realisation proceeds (net of provisions
for the Company’s costs and expenses) to be returned to Shareholders by way
of Compulsory Redemptions or otherwise and shall only make distributions as
and when sufficient cash is realised to make it economically expedient to do
so.

Benefits of the Proposal

The Board believes that the Proposal is in the best interests of Shareholders
as a whole and should yield the following principal benefits:
* implementing a managed and orderly disposal of the Company’s assets should
allow the Company to achieve a balance between seeking to obtain the best
achievable value from those assets and making timely returns of capital to
Shareholders;
* the Company will continue to benefit from the expertise of the Investment
Manager in implementing the Managed Wind-down; 
* the continued trading of the Shares on AIM for as long as the Directors
believe it to be practicable during the Managed Wind-down; and
* Shareholders can invest the cash that is returned to them as part of the
Managed Wind-down as they wish.
New Investment Objective and Policy

The Proposal involves adopting the New Investment Objective and Policy (in
place of the Existing Investment Objective and Policy) to reflect the
realisation strategy and the Company ceasing to make new investments during
the realisation period, provided, however, that realised cash may be invested
in liquid cash-equivalent securities, including money market funds,
short-dated corporate bonds, government bonds or bank cash deposits (and/or
funds holding such investments) pending returns being made in cash to
Shareholders (net of provisions for the Company’s costs and expenses). The
New Investment Objective and Policy will not permit the Company to buy credit
default swaps or other hedging instruments. Any hedging instruments currently
held by the Company will be realised in an orderly manner as part of the
Managed Wind-down.

The adoption of the New Investment Objective and Policy is considered to be a
material change to the Existing Investment Objective and Policy and therefore,
in accordance with the AIM Rules, Shareholder approval to adopt the New
Investment Objective and Policy is being sought.

The text of the proposed New Investment Objective and Policy is set out in
Part 3 of the Circular. The New Investment Objective and Policy will only
become effective once and if approved by Shareholders at the Extraordinary
General Meeting. The proposed ordinary resolution to adopt the New Investment
Objective and Policy (Resolution 1) is set out in the Notice of EGM at the end
of the Circular.

Adoption of the New Articles and Compulsory Redemptions

The Directors propose to effect returns of capital to Shareholders pursuant to
the Managed Wind-down principally by way of redemptions of Shares (excluding
those held in treasury) compulsorily (each a “Compulsory Redemption”).
Accordingly, it will first be necessary to change the Existing Articles to
permit the Directors, at their sole discretion, to effect a Compulsory
Redemption of Shares on an ongoing basis, and pro rata to each Shareholder’s
shareholding in the Company, in order to return capital to Shareholders.

For any Compulsory Redemption, the Redemption Price per Share is expected to
be calculated by reference to the NAV per Share and adjusted as the Directors
consider appropriate and will be paid to Shareholders in Sterling. The number
of Shares to be redeemed will be redeemed from all Shareholders pro rata to
their shareholdings on the relevant Redemption Date. Details of any Compulsory
Redemption approved by the Board will be announced to the market by way of an
announcement released on a Regulatory Information Service.

When the Company was launched in 2013 and as set out in the Existing Articles,
it committed to offer Shareholders the opportunity to elect to realise all or
a part of their shareholding on or prior to the fourth anniversary of the
Company’s admission to AIM and, unless it has already been determined that
the Company would be wound-up, every two years thereafter. The Company made
available its first realisation opportunity via an offering circular in March
2017 and further realisation opportunities in March 2019, March 2021 and March
2023 respectively. Further, the Existing Articles provide that, other than in
certain limited circumstances, if the mean Weighted Average Discount on the
Portfolio is less than 25 per cent. over any 90-day period, then the Directors
shall propose an ordinary resolution for the winding up of the Company. The
obligations to offer Shareholders the 2025 realisation opportunity, and to
propose an ordinary resolution in the circumstances described above, will no
longer apply should the New Articles be adopted. The obligation to provide
biennial realisation opportunities on the basis set out above from 2027 will
remain in place.

The Company has also taken the opportunity to make certain additional
amendments to bring clarity to the language used in certain parts of the
Existing Articles.

Further details regarding the Compulsory Redemption Mechanism and the proposed
amendments to the Existing Articles are set out in Part 4 of the Circular. The
proposed special resolution to approve the adoption of the New Articles
(Resolution 2) is set out in the Notice of EGM at the end of the Circular.
Details of the tax consequences of Compulsory Redemptions for certain
Shareholders are set out in Part 5 of the Circular.

Liquidation - voluntary winding up

At an appropriate point in the future, subject to the implementation of the
Proposal, the Board would propose a special resolution to Shareholders that
the Company be voluntarily wound up under the Companies Law. The Board will
also seek Shareholder approval by way of an ordinary resolution for a
liquidator to be appointed to conduct the voluntary winding up process. Any
decision to voluntarily wind-up the Company will be notified to the GFSC.

The Board’s assessment of the appropriate juncture to propose a voluntary
winding up to Shareholders will be driven, inter alia, by an assessment of
whether or not it is viable for the Company to continue operating following
the realisation of a substantial portion of the Portfolio and the completion
of a substantial proportion of the Compulsory Redemptions of the Shares. A
voluntary winding up would, inter alia, entail the disposal of all the
remaining assets of the Company, the settlement of all the remaining
liabilities of the Company and the return of any net remaining surplus to the
Shareholders (after deduction of all applicable costs and expenses). From the
commencement of a voluntary winding up, the Company shall cease to carry on
business except in so far as may be expedient for the beneficial winding up of
the Company. Prior to the Company going into liquidation, the trading of the
Shares on AIM would need to be cancelled. Accordingly, once its voluntary
winding up has been instigated, the Company would need to retain an
appropriate amount of cash with which to settle all of its remaining affairs
and liabilities prior to any final distribution being made to Shareholders and
the Company being dissolved.

Consequence of the Proposal not being approved

In the event that the Resolutions relating to the Proposal are not passed by
the Shareholders at the EGM, the Company will continue to operate under its
current Investment Objective and Policy and the Existing Articles. The
Directors would in this scenario consider other proposals for the future of
the Company and update Shareholders accordingly. However, the Directors remind
Shareholders that they have determined pursuant to the strategic review which
concluded in February 2025 that the Managed Wind-down is in the best interests
of Shareholders as a whole having assessed a range of proposals, and confirm
that they do not anticipate any new proposals coming to light in the
foreseeable future which would provide a better outcome for the Shareholders
as a whole than the Managed Wind-down.

Management fee

Subject to the Resolutions being approved by Shareholders at the EGM, the
Investment Manager has agreed to reduce its investment management fee by 75
per cent. (from 1.5 per cent. to 0.375 per cent.), effective from 1 October
2025, and it is intended that the Company and the Investment Manager enter
into an amendment to the Investment Management Agreement to reflect this
change shortly following the EGM.

Extraordinary General Meeting

The Notice of EGM convening the extraordinary general meeting of the Company
which 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 2.00 p.m. on Monday, 14 April 2025 can be
found at the end of the Circular.

A summary of the action Shareholders should take in relation to the EGM is
also set out in the Circular.

Recommendation

The Board considers the Proposal 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 18
March 2025, being the latest practicable date prior to this announcement,
amount in aggregate to 6,486 Shares, representing approximately 0.009 per
cent. of the Company’s existing issued share capital (excluding any Shares
held in treasury).



Copyright (c) 2025 PR Newswire Association,LLC. All Rights Reserved