Issue of Prospectus
27 6월 2008 - 2:31AM
UK Regulatory
26 June 2008
KGR Absolute Return PCC Limited
Placing and Offer for Subscription of C Shares in relation to the cell, KGR
Asia Dynamic 1 (GBP)
Introduction
Further to its announcement on 2 May 2008, that the Company was considering
raising additional capital for its cell KGR Asia Dynamic 1 (GBP) by way of an
issue of C Shares, the Company has today published a Prospectus in relation to
a Placing and Offer for Subscription of up to 60 million C Shares.
During the recent difficult market conditions, the Fund has been able to
deliver consistent, steady performance in terms of both the Net Asset Value and
Share price. The Board believes there is interest in acquiring Shares from a
range of investors, and accordingly has decided to conduct a Placing and Offer
for Subscription of C Shares which will convert into Shares to raise up to �60
million before expenses. The proceeds of the Placing and Offer will be invested
in accordance with the Fund's investment policy.
The Fund is a fund of hedge funds. The Company's investment objective in
respect of the Fund is to seek long term capital appreciation through
investment in a diversified multi-manager, multi-strategy portfolio of hedge
funds investing in Asia. The Fund seeks to achieve a Sterling net annualised
return in excess of 12 per cent., with a volatility of less than 10 per cent.
over the course of an investment cycle (typically five years). The Fund aims to
exhibit moderate volatility characteristics and a low correlation to market
returns of the broad equity and fixed income markets.
The Investment Adviser seeks to accomplish the investment objective by
investing the assets of the Fund predominantly in hedge funds worldwide, with a
focus on Asia, whose managers employ a variety of investment strategies. As at
31 May 2008, the Fund was invested in 33 underlying funds spread across 14
hedge fund strategies and across 6 jurisdictions, all with a predominantly
Asian based strategy.
Resolutions were passed at the Extraordinary General Meeting and the adjourned
Class Meeting on 6 June and 13 June respectively to grant the Directors
authority inter alia to issue the C Shares and amend the Articles to create the
C Shares and the rights attaching to them, including the conversion rights and
the conversion mechanism.
Details of the Issue
Up to 60 million C Shares of no par value will be available under the Placing
and Offer for Subscription at �1.00 per C Share. The Directors have set the
size of the Issue at such a level so as to minimise the risk of scaling back
subscriptions for C Shares under the Issue. In the event that subscriptions
exceed the maximum number of C Shares available under the Issue, the Directors
will scale back subscriptions in such manner as they consider appropriate after
consultation with Winterflood Securities.
Placing
Under the Placing and Offer Agreement between the Company, the Manager, the
Investment Adviser and Winterflood Securities, Winterflood Securities has
agreed to use its reasonable endeavours to procure placees under the Placing
for up to �60 million C Shares at �1.00 per C Share. The Placing and Offer
Agreement is conditional, inter alia, on Admission having occurred by no later
than 30 October 2008. Commitments under the Placing must be received by
Winterflood Securities no later than 5.00 p.m. on 11 July 2008.
Offer for Subscription
Winterflood Securities has agreed to act as sponsor and assist the Company in
the implementation of the Offer for Subscription at �1.00 per C Share.
Applications under the Offer for Subscription may be made for any amount
subject to applications being for a minimum subscription amount of �1,000.
Completed Application Forms accompanied by a cheque must be received by the
Registrar by 3 p.m. on 9 July 2008 in respect of the Offer.
C Shares
The C Shares will convert into Shares on the basis of the Conversion Ratio
which will be calculated once 80 per cent. of the net proceeds of the Issue
have been invested or committed to be invested. Once the Conversion Ratio has
been calculated, the C Shares will convert into Shares. The Calculation of the
Conversion Ratio will be carried out by reference to the Net Asset Value
attributable to the C Shares and the existing Shares and it is expected to take
approximately 10 Business Days to complete.
The Investment Adviser expects that at least 80 per cent. of the net proceeds
of the Issue will be invested or committed to be invested by 31 October 2008.
Copies of the Prospectus have been submitted to the UK Listing Authority and
will shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Expected Timetable:
2008
Latest time for applications under the Offer 3pm, Wednesday 9 July
Latest time and date for commitments under the 5pm, Friday 11 July
Placing
Announcement of results of the Issue Tuesday 15 July
Admission of C Shares to the Official List Wednesday 16 July
Dealings in C Shares commence Wednesday 16 July
CREST accounts credited in respect of the C Wednesday 16 July
Shares
Share certificates despatched in respect of the C Week commencing 21 July
Shares
Terms used in this announcement shall, unless the context otherwise requires,
bear the meaning given to them in the Prospectus issued by KGR Absolute Return
PCC Limited dated 26 June 2008.
Enquiries:
Mark White/ Ed Cartwright 020 7823 2900
KGR Capital (Europe) Limited
Jane Lewis/Darren Willis 020 3100 0295/0258
Winterflood Investment Trusts
END
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