TIDMGSDO TIDMTTM
RNS Number : 9337S
Goldman Sachs Dynamic Opportunities
06 December 2012
6 December 2012
Goldman Sachs Dynamic Opportunities Limited
Recommended proposals for a voluntary winding up of the Company
and cancellation of the listing of the Shares
Introduction
The Company is today posting a Circular to Shareholders in
connection with recommended proposals for a voluntary winding up of
the Company and cancellation of the listing of the Shares.
On 13 December 2011 Shareholders approved the Winding Down
Resolution pursuant to which the
Company's investment objective and policy were amended to permit
an orderly realisation of the
Investments in the Continuing Portfolio and the return of the
proceeds of such realisations to Shareholders. Between that date
and 30 April 2012 approximately 50 per cent of the Continuing
Portfolio (by NAV at 31 March 2012) was realised with the net
proceeds being returned to Shareholders by way of a compulsory
redemption of Shares (the "First Distribution").
Since then a further 35 per cent of the Continuing Portfolio (by
NAV at 31 March 2012) has been realised with the net proceeds of
approximately US$72 million expected to be returned to Shareholders
(by way of a further compulsory redemption of Shares) on or about
10 December 2012 (the "Second Distribution"). Immediately following
the Second Distribution, the Continuing Portfolio is expected to
comprise 8 Investments of which 6 are Illiquid Investments. As at
the close of business on 30 November 2012, the unaudited estimated
Net Asset Value of the Continuing Portfolio (net of the Second
Distribution) was approximately US$29.2 million.
The Board believes that the Continuing Portfolio no longer has
an adequate spread of investment risk and hence the Shares are no
longer suitable for listing on the Official List and trading on the
London Stock Exchange. Accordingly, the Board believes that it is
appropriate to proceed with a members' voluntary winding up and the
appointment of a liquidator. Upon the appointment of the
Liquidator, the Shares will no longer be transferable without the
sanction of the Liquidator. The Board therefore believes that it
would be appropriate to suspend and, subject to Shareholder
approval in accordance with the requirements of the Listing Rules,
cancel the listing of the Shares. Accordingly, Shareholders are
being asked to vote in favour of the Winding Up Resolution.
Continuing Portfolio Liquidity
On the basis of the composition of the Continuing Portfolio as
at 30 November 2012 (net of the Second Distribution), the
assumptions set out in the table immediately below and taking
account of the Company's prevailing net cash position, the
Investment Manager's current expectation is that the Continuing
Portfolio could be realised in accordance with the following
indicative timetable (which should not be relied upon for any
purpose):
Realisation proceeds received Cumulative percentage of Continuing
by Portfolio
31 January 2013 55%
30 April 2013 69%
After 30 April 2013 100%
Source: Investment Manager
1. The above table assumes that no Liquidity Constraints are
imposed or arise other than those of which the Investment Manager
had actual knowledge as at 3 December 2012. There may be other
matters or factors which affect the availability, amount or timing
of receipt of the proceeds of realisation of some or all of the
Investments in the Continuing Portfolio, including intervening
economic events. Amounts or percentages shown after 30 April 2013
should be considered to be highly speculative.
2. The above table is based on estimated valuations (in US$) of
the Continuing Portfolio as at 30 November 2012 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. The above table excludes cash
required to settle outstanding redemption payments pursuant to the
2010 Redemption Offers and 2011 Redemption Offers and investments
held within the 2010 redemption portfolio and 2011 redemption
portfolio.
3. It is expected that the Company's remaining investments in
the Continuing Portfolio at 30 April 2013 will constitute
Investments in 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). It
is currently uncertain when those Investments could be realised and
their current value will fluctuate.
4. The above table assumes realisation proceeds are received
within 30 days after the date on which realisation becomes
effective.
The information in this table has not been subject to audit and
should be considered to be illustrative.
The estimated Continuing Portfolio liquidity profile above is
indicative only and should not under any circumstances be
considered a prediction, forecast or guarantee of the actual
Continuing Portfolio liquidity profile or an indication to the
timing of distributions to Shareholders pursuant to the Winding Up.
In addition, there is no guarantee that the assets in the
Continuing Portfolio will be realised at their Net Asset Value or
that the Continuing Portfolio can be realised in accordance with
the above indicative timetable. It is possible that the Company may
not be able to realise some of those assets at any material
value.
It is also emphasised that the values of underlying Investments
as at the time of realisation, and hence the amounts returned to
Shareholders, may differ significantly from the values used in the
Circular.
Winding Up
It is proposed that the Company be voluntarily wound-up in
accordance with section 391(1)(b) of the Law on 31 December 2012
and that Ashley Paxton and Linda Johnson of KPMG Channel Islands
Limited of 20 New Street, St Peter Port, Guernsey, GY1 4AN be
appointed liquidators of the Company. The remuneration of the
Liquidator will be fixed on the basis of time spent by the
Liquidator and members of its staff in attending to matters arising
prior to and during the Winding Up. The payment of Directors' fees
and expenses (other than in respect of accrued fees and expenses)
to the Directors will cease from that point and no payments for
loss of office will be made. However, the Liquidator intends to
retain the services of certain or all of the Directors in order to
assist with certain matters relating to the preparation and audit
of accounts for the year ending 31 December 2012.
The Winding Up will become effective immediately upon the
passing of the Winding Up Resolution to be proposed at the
Extraordinary General Meeting of the Company. Further details of
the Extraordinary General Meeting are set out below and in the
notice as set out at the end of this document.
If Shareholders vote in favour of the Proposals, on the Winding
Up the Liquidator will set aside sufficient liquid assets in a
Liquidation Fund to meet the Company's liabilities including the
costs of the Proposals. The Liquidation Fund will include a
Retention which will be set at an amount that the Liquidator
considers sufficient to meet any unascertained and unknown
liabilities of the Company. This Retention is currently expected to
be approximately GBP150,000. The Retention is in addition to the
costs of the Proposals as set out in more detail under the heading
'Costs of the Proposals' below.
In accordance with section 397 of the Law, the Liquidator has a
statutory duty to realise the Company's assets and discharge its
liabilities before distributing surplus assets to Shareholders. It
is expected that the Liquidator will make a first distribution to
Shareholders as referred to under "Distributions" below.
If the Winding Up Resolution is passed, it is expected that the
Liquidator (on behalf of the Company) will instruct HFS to provide
investment advisory services (but not discretionary management
services) to the Company for the purposes of realising the
remaining Continuing Portfolio in the period immediately following
the Liquidator's appointment and until the entire Continuing
Portfolio and the Redemption Portfolios have been realised.
After paying the costs of the Winding Up, settling all tax and
other liabilities of the Company and the realisation of the
remainder of the Continuing Portfolio and the Redemption
Portfolios, the Liquidator will pay a final distribution to
Shareholders comprising the balance of the Liquidation Fund and any
proceeds from the realisation of the remainder of the Continuing
Portfolio. The final distribution will be made as soon as is
reasonably practicable. Proceeds from the realisation of the
remainder of the Redemption Portfolios will be paid to those former
shareholders who redeemed EUR Shares and/or US$ Shares in the 2010
and 2011 Redemption Offers after receipt thereof, although payments
may be delayed until a sufficient balance has accumulated.
Arrangements with the Company's service providers
Assuming the Proposals proceed, all arrangements with the
Company's service providers will be terminated upon the Company
being placed into voluntary winding up or when any services being
performed in connection with the Proposals have been completed
(whichever is the later). No compensation is payable in connection
with the termination of these contracts.
The Liquidator has indicated that it expects the Company to
retain the services of the Administrator and the Company's existing
auditors for a period following the commencement of the Winding Up,
in order to facilitate the preparation and audit of the Company's
financial statements for the year ending 31 December 2012. In
addition, the Liquidator expects the Company to retain the
Company's registrars to provide registrar services and to
facilitate the payment of distributions.
The investment management agreement with the Investment Manager
will cease (without compensation) once the Company is placed into
voluntary winding up at which point it is expected that HFS will
instead be appointed by the Company as its investment adviser. HFS
will have no discretionary management authority but will instead
advise the Company in connection with the realisation of the
remaining Investments. HFS will not charge any fees for such
investment advisory services but will be reimbursed by the Company
for its costs and expenses.
Dealings, settlement and cancellation of listing
The Register will be closed and the Shares will be disabled in
CREST at 5.00p.m. on 28 December 2012 and, to be valid, all
transfers of Shares must be lodged before that time. The last day
for trading in the Shares on the London Stock Exchange for normal
settlement (in order to enable settlement prior to the closing of
the Register) will be 21 December 2012. As from 24 December 2012,
dealings should be for cash settlement only and will be registered
in the normal way if the transfer, accompanied by documents of
title, is received by the Registrar by 5.00 p.m. on 28 December
2012. Transfers received by the Registrar after 5.00m p.m. on 28
December 2012 will be returned to the person lodging them.
Dealings in Shares on the London Stock Exchange will be
suspended at 7.30 a.m. on 31 December 2012 and, at the same time,
the listing of the Shares on the Official List will be suspended
and, subject to Shareholder approval, cancelled. If the Liquidator
is appointed, the Shares will no longer be freely transferable
without the sanction of the Liquidator.
Under the Listing Rules the cancellation of the listing of the
Shares from the Official List and to trading on the London Stock
Exchange can only be effected following the approval of
Shareholders by a resolution passed by 75 per cent or more of the
votes cast and the expiration of a period of not more than 20
business days from the date of that approval. The Winding Up
Resolution contains provision for the approval by Shareholders of
such cancellation.
Shareholders should be aware that, should the Proposals be
implemented, the listing of the Shares on the Official List will
then be cancelled with effect from 8.00 a.m. on 30 January
2013.
Costs of the Proposals
The expenses incurred in relation to the Proposals (including
all printing costs, postage costs, professional advice and the
Liquidator's fees) are currently estimated to amount to
approximately GBP135,000 which excludes the payment of fees and
expenses of certain service providers up to the time of the Winding
Up Resolution and the fees of those Directors and service
providers, where applicable, who may be retained following the
commencement of the Winding Up.
2010 and 2011 redemption portfolios
Since the creation of the 2010 and 2011 redemption portfolios,
approximately 92 per cent by value and 91 per cent by value
respectively (using prevailing NAVs at or about the time of the
respective first distributions of redemption monies) of the
Investments comprised in them have been realised with those
realisation proceeds being distributed to redeeming former
shareholders.
The realisation of the remaining Investments in the Redemption
Portfolios will continue during the Winding Up. If the Winding Up
Resolution is approved by Shareholders, the Liquidator would take
responsibility for realising the remaining Investments in the
Redemption Portfolios (with the assistance of HFS as referred to
above).
Illiquid Investments
The table below sets out the composition of the Redemption
Portfolios and the Continuing Portfolio (post April 2013) as at 30
September 2012. Such portfolios comprise the following Illiquid
Investments:
% of GSDO NAV as at 30 September 2012
Illiquid Investment 2010 Redemption 2011 Redemption Continuing Portfolio
Portfolio Portfolio (post April 2013)(1)
Amaranth 2.9% 2.7% 2.1%
Eton Park 28.9% 34.9% 35.4%
Tisbury(2) 0.9% 0.7% 1.0%
Harbinger 16.5% 15.0% 14.6%
Silver Point 22.8% 20.8% 20.8%
Spinnaker 5.4% 5.2% 5.2%
TPG Axon 22.8% 20.8% 20.8%
100.0% 100.0% 100.0%
Source: Investment Manager
The allocations shown above exclude any cash in the respective
portfolios and may change over time. The allocations noted above
may not be representative of allocations in the future. It is
currently uncertain when such Illiquid Investments could be
realised and their current value will fluctuate.
(1) It is possible that the existing managers in which the
Company invests could impose additional gates, side pockets,
suspend redemptions or otherwise restrict liquidity in the funds
they manage, which could have a material impact on the numbers
provided above.
(2) The Tisbury investment was fully redeemed in October
2012.
Distributions
Distributions of cash by the Liquidator pursuant to the Winding
Up will take place in the normal course of a liquidation and
through the usual channels. The Liquidator will only be in a
position to make a distribution after the conclusion of a creditor
notice period, which is generally a period of 2 to 3 weeks
following its appointment. Should any additional creditor claims,
of which the Liquidator was not previously aware, arise during the
creditor notice period, this may impact on the timing and amount of
any distribution.
Given the distribution of cash from the realisation of
Investments which is expected to be made in December 2012, it is
unlikely that any distribution will be made by the Liquidator
before April 2013.
As there are no currency hedging arrangements in place in
respect of the Shares, movements in exchange rates between the US$
and sterling may result in holders of the Shares receiving sterling
cash distributions which are more or less than the NAV attributable
to the Shares from time to time.
Further information
Further details of the Winding Up Proposals including certain
risk factors (which are not intended to be exhaustive) are set out
in the Circular.
Expected Timetable
Latest time and date for receipt of 10.00 a.m. on 27 December
Forms of Proxy for the Extraordinary 2012
General Meeting
Register of members closed 5.00 p.m. on 28 December
2012
Suspension of Shares from trading on 7.30 a.m. on 31 December
the London Stock Exchange and suspension 2012
of the listing for Shares on the Official
List
Extraordinary General Meeting 10.00 a.m. on 31 December
2012
Liquidator appointed 31 December 2012
Cancellation of Shares from trading 8.00 a.m. on 30 January
on the London Stock Exchange and cancellation 2013
of the listing for Shares on the Official
List
Expected first liquidation distribution by April 2013
to Shareholders
The above times and/or dates may be subject to change and, in
the event of such change, the revised times and/or dates will
be notified to Shareholders by an announcement through a Regulatory
Information Service.
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
Anisha Patel Tel: +44 (0)20 7774 2523
Media Relations
Goldman Sachs Asset Management
Stuart Klein Tel: +44 (0)20 7029 8703
Jefferies Hoare Govett
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the Circular
dated 6 December 2012.
A copy of the Circular will shortly be submitted to the National
Storage Mechanism and will shortly be available for inspection at:
www.Hemscott.com/nsm.do
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFMMGZFVLGZZM
Goldman D GBP (LSE:GSDO)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Goldman D GBP (LSE:GSDO)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
