TIDMHAST
RNS Number : 0509F
Henderson Alternative Strat Tst PLC
12 November 2020
12 November 2020
HERSON ALTERNATIVE STRATEGIES TRUST PLC (the "Company" or
"HAST")
Recommended proposals for the voluntary liquidation of the
Company and cancellation of the admission of its Shares to the
Official List of the Financial Conduct Authority and to trading on
the Main Market of the London Stock Exchange
Publication of Circular and Notice of General Meeting
Further to the announcement on 9 October 2020 the Company's
Board announces that it has today published a circular (the
"Circular"), including a notice of General Meeting, setting out
details of recommended proposals for the voluntary liquidation and
appointment of liquidators.
The General Meeting is to be held at 2.30 p.m. on 30 November
2020.
A copy of the Circular and Notice of General Meeting will be
submitted shortly to the National Storage Mechanism ("NSM") and
will be available for inspection at the NSM, which is situated at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. These
documents will also shortly be available on the Company's website
at:
https://www.janushenderson.com/en-gb/investor/product/henderson-alternative-strategies-trust-plc/.
Copies of the Circular and Notice of General Meeting will be
posted to shareholders and will also be available by emailing
ITSecretariat@janushenderson.com.
Any capitalised terms not defined in this announcement shall
have the same meaning as those defined in the Circular. Certain
extracts from the Circular are set out below. However, this
announcement does not contain all the information which is
contained in the Circular and Shareholders should read the Circular
to make an informed decision at the General Meeting.
Background
At a general meeting held on 3 July 2020, Shareholders voted in
favour of a resolution to modify the investment objective and
policy of the Company with a view to realising the Company's assets
in an orderly manner that achieved a balance between returning cash
to Shareholders promptly and maximising value (the "Realisation
Strategy"). Following the implementation of the Realisation
Strategy, the Company announced on 9 October 2020 that cash, at
that date, formed approximately 74 per cent. of the portfolio
(including trades expected to settle imminently). As at 10 November
2020, being the latest practicable date prior to the publication of
this document, cash (which includes an imminent settlement of 4.5
per cent.) formed approximately 78.4 per cent. of the NAV and the
Ordinary Shares were trading at a discount of approximately 6.8 per
cent. to the NAV per Ordinary Share.
At the time the Realisation Strategy was proposed to
Shareholders, the Board stated its intention that the Company
should maintain its listing while a substantial proportion of the
portfolio was realised and before the Company entered into
voluntary liquidation. The Board, together with the Manager, has
reviewed alternative methods of distribution to Shareholders and
has concluded that a cash distribution as part of a liquidation
offers material advantages compared with alternative routes, such
as a tender offer, which would have required Shareholders to elect
whether or not to participate. The benefits of a distribution in
liquidation compared with such alternatives are: the pro-rata
distribution of cash to all Shareholders, including those who did
not or might not have been able to respond to a tender offer; pro
rata exposure to the remaining unsold, illiquid assets for all
Shareholders; and a reduction in the overall running costs of the
Company, to reflect the significant reduction in the size of the
portfolio remaining after an initial cash distribution.
Given these advantages and the high percentage of cash now in
the portfolio, the Board is putting forward proposals for the
liquidation of the Company, with the distribution of this cash
expected to take place shortly after the appointment of the
Liquidators, with further payments to follow when the remaining
investments are sold.
The Board believes that approval of a Members' Voluntary
Liquidation at the General Meeting is in the best interests of the
Company and Shareholders as a whole and recommends that you vote in
favour of the Resolution at the General Meeting.
Proposals
Shareholders will be able to realise their investment in the
Company by way of a voluntary liquidation of the Company. The
Members' Voluntary Liquidation is conditional upon Shareholder
approval of the Resolution. If the Resolution is not passed the
Company shall continue in operation until other proposals can be
put forward.
If the Resolution to place the Company in Members' Voluntary
Liquidation is passed, the Liquidators are expected to make an
initial cash distribution shortly after their appointment and will
work with the Manager to realise the remaining investments and
distribute further proceeds to Shareholders. Unfortunately, it is
not possible to indicate how long this process may take. So far as
possible, the Liquidators and the Manager will seek to ensure that
the Company's tax status as an investment trust is maintained
throughout this process, although this cannot be guaranteed.
Subject to Shareholder approval, Gareth Rutt Morris and Andrew
Martin Sheridan of FRP Advisory Trading Limited will be appointed
as joint liquidators to the Company and their remuneration shall be
determined by the Company. Upon the appointment of the Liquidators,
all powers of the Board will cease, the Board will stand down, and
the Liquidators will be responsible for the affairs of the Company
until it is wound up. Following their appointment, the Liquidators
will make an initial cash distribution, discharge the liabilities
and satisfy all the creditors of the Company, divide the surplus
assets of the Company among the Shareholders according to their
respective rights and interests in the Company by way of further
distributions and eventually dissolve the Company.
Appointment of Liquidators and Liquidation
The Company is taking steps to ensure that the appointments of
certain service providers will terminate should the Resolution be
passed.
It is intended that the Manager, given its knowledge of the
portfolio, will be retained to assist the Liquidators with the sale
of the remaining assets. On 20 February 2020, the Company and the
Manager entered into a side letter to the Investment Management
Agreement pursuant to which it was agreed that, in the event that
the Company enters into liquidation, with effect from the date of
entering into liquidation the management fee will be reduced to
0.50 per cent. per annum of the NAV (but with any cash and
cash-equivalent securities excluded from the calculation of NAV for
the purposes of determining the management fee). The management fee
will remain calculated and accrued weekly and paid quarterly in
arrears by the Liquidators.
The Board appreciates greatly the leadership and dedication to
Shareholders' interests Alex Barr has shown throughout his time as
senior portfolio manager to the Company. Alex will be leaving Janus
Henderson on 30 November 2020 and will be retained by the Company
as a senior adviser through the initial stage of liquidation. He,
together with the remaining Janus Henderson fund management team of
James de Bunsen and Peter Webster, will focus on assisting and
advising the Liquidator in realising in an orderly and financially
efficient manner, on behalf of all Shareholders, the assets within
the existing portfolio which remain unsold at the time of the entry
into liquidation of the Company.
In addition, the Company's registrars, Computershare Investor
Services PLC, will be retained by the Company during the
liquidation period.
Special Dividend
In order to retain investment trust status for the period
between 1 April 2020 and 30 November 2020, the Company will pay an
interim dividend of 2.0 pence per Ordinary Share on 30 November
2020 to Shareholders on the Register on 20 November 2020.
Costs of the proposals
It is expected that the total costs and expenses of winding-up
the Company will be approximately GBP305,000 (plus VAT, where
applicable), which includes the fees of the Liquidators and those
of the Company's advisers in connection with the liquidation.
Suspension and cancellation of listing and trading of the
Ordinary Shares
The Register will be closed at 6.00 p.m. on 27 November 2020.
Application will be made to the FCA for the suspension of the
listing of the Ordinary Shares on the Official List and application
will be made to the London Stock Exchange for suspension of trading
in the Ordinary Shares at 7.30 a.m. on 30 November 2020.
The last day for dealings in the Ordinary Shares on the London
Stock Exchange on a normal rolling two-day settlement basis will be
25 November 2020. After 25 November 2020, dealings should be for
cash settlement only and will be registered in the normal way if
the transfer, accompanied by the documents of title, is received by
the Registrars by close of business on 27 November 2020. Transfers
received after that time will be returned to the person lodging
them and, if the Resolution is passed, the original holder will
receive any proceeds from distributions made by the
Liquidators.
If the Resolution is passed, the Company will make an
application for the cancellation of the admission of the Ordinary
Shares to listing on the Official List and to trading on the Main
Market immediately following the General Meeting with the
cancellation expected to take effect at 8.00 a.m. on 1 December
2020.
After the liquidation of the Company and the making of the final
distribution to Shareholders (if any), existing certificates in
respect of the Ordinary Shares will cease to be of value and any
existing credit of the Ordinary Shares in any stock account in
CREST will be redundant.
Recommendation
The Board considers the Members' Voluntary Liquidation of the
Company to be in the best interests of the Company and Shareholders
as a whole. Accordingly, the Board unanimously recommends
Shareholders to vote in favour of the Resolution to be proposed at
the General Meeting as the Directors intend to do in respect of
their own beneficial holdings totalling 15,000 Ordinary Shares
(representing 0.04 per cent. of the total voting rights in the
Company).
Expected timetable of events
Date from which it is advised close of business on 25 November
that dealings in Ordinary Shares 2020
should only be for cash settlement
and immediate delivery of documents
of title
Latest time and date for receipt 2.30 p.m. on 26 November 2020
of Forms of Proxy or electronic
proxy appointments for use at
the General Meeting
Latest time for delivery to 5.00 p.m. on 27 November 2020
Registrars of documents of title
relating to dealings in Ordinary
Shares subject to cash settlement
Close of Register and Record 6.00 p.m. on 27 November 2020
Date for participation in the
Members' Voluntary Liquidation
Suspension of Ordinary Shares 7.30 a.m. on 30 November 2020
from trading on the London Stock
Exchange and suspension of listing
on the Official List
General Meeting to approve the 2.30 p.m. on 30 November 2020
Members' Voluntary Liquidation
Appointment of Liquidators 30 November 2020
Cancellation of the listing Expected to be at 8.00 a.m.
of the Ordinary Shares on the on 1 December 2020
Official List and cancellation
of admission to trading of the
Ordinary Shares on the Main
Market
First cash distribution to Shareholders* Expected to be on or around
7 December 2020
* Actual date to be determined by the Liquidators.
The dates set out in the expected timetable above may be
adjusted by the Company, in which event details of the new dates
will be notified via an announcement made through a Regulatory
Information Service. All references to time in this document are to
the time in London.
For further information please contact:
Richard Gubbins James de Sausmarez
Chairman: Henderson Alternative Director and Head of Investment
Strategies Trust plc Trusts
Telephone: 020 7818 2025 Telephone: 020 7818 3349
Alex Barr Mark Bloomfield
Senior Portfolio Manager Corporate Broker: Stifel Nicolaus
Telephone: 020 7818 2824 Europe Ltd
Telephone: 020 7710 7600
Laura Thomas
Investor Relations and PR Manager
Henderson Investment Funds Limited
Telephone: 020 7818 2636
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END
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