DIVA Frm Diversified

TIDMDIVA

RNS Number : 3702R

FRM Diversified Alpha Limited

02 November 2011

FRM DIVERSIFIED ALPHA LIMITED

(the "Company")

2 November 2011

PUBLICATION OF CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Following the announcement made by the Company on 1 September 2011, and following discussions with the Company's Manager, advisers and major shareholders, the Directors of the Company have decided to recommend to Shareholders that the Company be placed into liquidation. The Company has today published and posted a Circular to its Shareholders including recommended Proposals for the voluntary winding-up of the Company. The Proposals are subject to Shareholder approval. The Circular also contains Notice of Extraordinary General Meeting of the Company to be held at Royal Chambers, PO Box 173, St Julian's Avenue, St Peter Port, Guernsey GY1 4HG at 11.00a.m. on 5 December 2011.

At the Extraordinary General Meeting a special resolution will be put to Shareholders to approve the following Proposals:

(a) that the Company make an application to the UKLA for the cancellation of the listing of its Shares on the Official List and an application to the LSE for the cancellation of the admission to trading of its Shares on the LSE's Main Market for listed securities;

   (b)        to appoint the Joint Liquidators and to place the Company into voluntary winding-up; 

(c) that the remuneration of the Joint Liquidators be determined by reference to the time properly given by them and their staff in attending matters prior to and during the winding-up, subject always to any prior agreement or quotation made between the Company and the Joint Liquidators; and

(d) to resolve that the Company's books and records be held to the order of the Joint Liquidators.

In contemplation of a potential liquidation, the Company has appointed John Renouf as a Director for the purposes of providing the Company with a serving director to comply with the Companies (Guernsey) Law, 2008, as amended. Mr Renouf, who will not draw a fee during his time of service as Director of the Company, is also an employee and director of the Manager. Conditional upon the special resolution being passed, David Warr, Geoffrey Marson and Nigel de la Rue will resign as Directors of the Company. Provided that the Joint Liquidators are appointed before 31 December 2011, the Company will not be required to have an annual audit. The Joint Liquidators will require the Company's auditors to perform some agreed-upon procedures at the date of liquidation, but these will not be as onerous as a full audit. This will maximise the cost-effectiveness of the Proposals, more details of which are set out in the Circular.

Expected Timetable

 
Latest time and date for receipt             by 11.00 a.m. on 1 December 2011 
 of the Form of Proxy for the Extraordinary 
 General Meeting 
Extraordinary General Meeting and,                 11.00 a.m. 5 December 2011 
 if approved, the appointment of 
 the Joint Liquidators 
Suspension of the listing of the                 7.30 a.m. on 5 December 2011 
 Shares 
Announcement of the result of the                             5 December 2011 
 Extraordinary General Meeting 
Closing of the Company's register                6.00 p.m. on 5 December 2011 
 and record date for participation 
 in liquidation distributions 
Cancellation of the listing of                    8.00 a.m. on 6 January 2012 
 the Shares 
 

Unless otherwise defined, capitalised terms used in this announcement will have the same meaning given to such terms in the Circular.

Enquiries:

Financial Risk Management Limited

   Lara Lavery                                          020 7968 6182 

J.P. Morgan Cazenove

   William Simmonds                                020 7588 2828 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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