Reorganisation Proposals

 

TIDMDASL 
 
RNS Number : 5109V 
Dexion Alpha Strategies Limited 
10 July 2009 
 

10 July 2009 
 
 
Dexion Alpha Strategies Limited 
 
 
Recommended proposals for a change to the Company's investment policy, 
Redemption Offers for Shares, change of name and adoption of new Articles of 
Incorporation 
 
 
Introduction and Summary 
 
 
The Company is today posting a Circular to Shareholders in connection with 
recommended proposals for a change to the Company's investment policy, 
Redemption Offers for Shares, change of name and adoption of new Articles of 
Incorporation.Details of the Reorganisation Proposals (as well as any possible 
Wind Down) are set out in the Circular. 
 
 
In summary: 
  *  for those Shareholders who wish to continue their investment, the Reorganisation 
  Proposals are designed to provide for the continuation of the Company but with a 
  revised investment policy for the Continuing Portfolio to refocus as a 
  multi-manager, multi-strategy portfolio of commodities themed hedge funds (which 
  will be managed on a day to day basis by the Investment Adviser); 
  *  for those Shareholders who do not wish to continue with their investment in the 
  Company on this basis, the Reorganisation Proposals provide for Redemption 
  Offers offering to redeem up to all the EUR Shares, US$ Shares and GBP Shares in 
  issue at the Record Date to be funded from the realisation of investments 
  (comprising those investments apportioned to a Redemption Portfolio if 
  appropriate) and on a timetable corresponding to the timing of such 
  realisations; 
  *  the Reorganisation Proposals provide for the Articles to be amended amongst 
  other things to vary the Company's discount floor provision and provide for a 
  fixed continuation vote in (or about) June 2010 irrespective of the discount (if 
  any) at which the Shares are or have been trading (with accelerated cash exit 
  proposals if such vote is not passed), so providing those Shareholders who elect 
  to remain invested with a subsequent exit possibility should they then no longer 
  wish to remain invested in the Company; 
  *  the Reorganisation Proposals are subject, amongst other things, to the 
  Reorganisation Resolution being passed at the EGM and the Continuing Portfolio 
  meeting or exceeding the Minimum Viable Size (being GBP40 million (or such lower 
  or higher amount as the Directors may determine)); and 
  *  if the Reorganisation Proposals do not become effective it is proposed, subject 
  to the Wind Down Resolution being passed, that the Company commences the Wind 
  Down. 
 
To facilitate the adoption of the revised investment policy, Shareholders are 
being asked (as part of the Reorganisation Resolution) to approve the change to 
the Company's investment policy (as required under the Listing Rules), a change 
of the Company's name to Dexion Commodities Limited, certain minor amendments to 
the Company's existing investment management agreement with the Investment 
Manager and its investment advisory agreement with the Investment Adviser, 
amendments to the Company's Articles and a conditional agreement with a fund 
managed by the Investment Adviser for the purchase of certain of the Company's 
investments (which constitutes a related party transaction under Chapter 11 of 
the Listing Rules and requires Independent Shareholders' approval). 
If the Reorganisation Resolution is not passed, or the Redemption Offers are 
terminated (including by reason of the Continuing Portfolio not being of the 
Minimum Viable Size), the Board believes that a managed wind down of the Company 
and an orderly realisation of its assets is the most appropriate course for the 
Company and accordingly, Shareholders are being asked to vote on the Wind Down 
Resolution. 
Notice convening the Extraordinary General Meeting to be held at 10.30 a.m. on 
31 July 2009 is set out in the Circular. 
 
 
Background to the Reorganisation Proposals 
After consultation with the Investment Manager and major Shareholders, the Board 
believes that it is not appropriate for the Company to continue in its present 
format as the Board believes there is insufficient Shareholder support for the 
Company pursuing its investment objective with its existing investment policy. 
However, the Board does believe that there is demand from certain Shareholders 
and investors generally for a commodities themed investment vehicle. 
Accordingly, the Board believes that the Company should change its investment 
policy for the Continuing Portfolio to refocus as a multi-manager, 
multi-strategy portfolio of commodities themed hedge funds (which will be 
managed on a day to day basis by the Investment Adviser), so allowing 
Shareholders who wish to retain exposure to the Company on this basis to do so, 
whilst making arrangements for those Shareholders who do not wish to continue to 
exit part or all of their investment for cash. 
At the same time, in view of the provision of a fixed continuation vote in (or 
about) June 2010 where all Continuing Shareholders will be given the opportunity 
to consider the continuation of the Company (irrespective of the discount levels 
at which the Shares are then or have traded), the Board believes that it is 
appropriate to temporarily suspend the operation of the existing discount floor 
mechanism in order to avoid more than one continuation vote for any class of 
Shares being triggered in any 12 month period. In the event that such 
continuation vote is not passed, the Company intends to put forward accelerated 
full cash exit proposals to Shareholders. The Board currently anticipates that 
such full cash exit proposals (other than a small proportion of legacy holdings 
which, based on prevailing estimated net assets, are expected to represent less 
than approximately 2 per cent. of the Company's NAV at the time) could be funded 
from the restructured Continuing Portfolio within 4 months of the fixed 
continuation vote not being passed (provided that the result of that 
continuation vote is known by 24 June 2010). In the event that the fixed 
continuation vote is passed, the Company's existing discount floor mechanism 
would become effective again from the date of the passing of such continuation 
vote but with the 12 month rolling period commencing on 1 July 2010. 
 
 
The Reorganisation Proposals 
In structuring the Reorganisation Proposals, the Board has sought to provide a 
mechanism to continue the Company and provide some assurance as to its minimum 
size, while also recognising that a significant proportion of Shareholders voted 
against continuation at the GBP Meeting and EUR Meeting and who, notwithstanding 
the proposed change in the nature of the Company and its proposed amended 
investment policy, may wish to realise part or all of their investment in the 
Company for cash. For this reason, the Board is proposing the Redemption Offers 
for all the Shares. 
1. Revised Investment Policy 
The Company's current investment policy involves the Company investing (directly 
and indirectly) in underlying funds across a range of alternative investment 
strategies which target emerging and/or under exploited sources of alpha. Such 
strategies already include (and the existing Portfolio has investments in) 
commodity, energy and environmental strategies. 
The proposed revised investment policy (for the Continuing Portfolio) will 
involve the Company focusing upon a subset of the existing alternative 
investment strategies, being commodity, energy and environmental strategies 
accessed, directly or indirectly, through a multi-manager, multi-strategy 
portfolio of commodities themed hedge funds. 
It is currently expected that the Company will pursue such revised investment 
policy by investing in RMF Commodity Strategies (which, on full investment, is 
expected to constitute approximately 50 per cent. of the Continuing Portfolio) 
and RMF Environmental Opportunities (which, on full investment, is expected to 
constitute approximately 15 per cent. of the Continuing Portfolio), with the 
remaining (approximately) 35 per cent. of the Continuing Portfolio being 
invested directly with certain commodities focused hedge fund managers (and who 
are expected to be on the Investment Adviser's approved list of underlying 
managers). In addition, there will be the potential for the Company to invest in 
long volatility strategies (such as short term managed futures) when the 
Investment Adviser determines that it is likely that they will be an attractive 
source of alpha or provide protection for the Continuing Portfolio. However, it 
should be noted that these allocations and the strategies in which the Company 
is invested may vary from time to time and change over time at the absolute 
discretion of the Investment Adviser. 
The Investment Adviser's current expectation is that the Company will thus 
access directly or indirectly (including via the RMF Portfolios) around 30 
underlying portfolio managers. It is intended that around three quarters of the 
Continuing Portfolio (by value) will have quarterly liquidity and around one 
quarter of the Continuing Portfolio will have monthly liquidity although this 
may change from time to time. 
The Investment Adviser will seek to realise or otherwise dispose of those 
investments in the Continuing Portfolio which are not consistent with the 
revised investment policy. Shareholders should note that in view of the time 
required to realise certain of the Company's existing investments it may be 6 
months (or longer) before the balance of the Continuing Portfolio approximates 
to that referred to above. However, the Investment Adviser's current expectation 
is that approximately 90 per cent. of the Continuing Portfolio would be invested 
in accordance with the revised investment policy by 1 October 2009 with a 
significant proportion of the balance (other than a small proportion of legacy 
holdings which are expected to represent less than approximately 2 per cent. of 
the Company's NAV at the time) expected to be so invested on or before 1 January 
2010, subject in both cases to the continued availability of a credit facility 
at a similar level to the Company's current credit facility. 
As at 31 May 2009, approximately 26 per cent. of the existing Portfolio was 
invested in underlying funds which are expected to meet the Company's revised 
investment policy (comprising certain of the Company's existing investments in 
commodity, energy and environmental strategies). 
Whilst not forming part of the Company's investment objective or policy, the 
Company will target absolute annualised returns in excess of 10 per cent. over 
the medium term with annualised volatility of 6-9 per cent. over the medium 
term.1 
1. Mean performance and volatility figures quoted are based over the medium term 
using forward looking and historical performance data of the proposed underlying 
funds available at the time of modelling and therefore may change and be 
adjusted by the Investment Adviser accordingly. In view of market fluctuations 
and other risks there can be no assurance or guarantee that the Company will 
achieve its investment objective or its targeted returns and actual results for 
the Company may vary substantially over time. There is no guarantee of trading 
performance and past or projected performance is no indication of future 
performance or results. Further, market conditions or other circumstances may in 
the future make it advisable or desirable, in the Investment Adviser's view, to 
target a different risk return profile. 
The above is a summary only and fuller details on the proposed alternative 
investment strategies within the Company's revised investment policy for the 
Continuing Portfolio are set out in the Circular. 
Related Party Transaction 
As an initial step in restructuring the Continuing Portfolio, RMF Top Twenty, a 
fund managed by the Investment Adviser, has entered into the Asset Acquisition 
Agreement with the Company, the Investment Manager and the Investment Adviser 
(subject, amongst other things, to the Reorganisation Resolution being approved 
and the Redemption Offers becoming unconditional) pursuant to which it will 
acquire the Specified Investments attributed to the Continuing Portfolio (but 
not any equivalent investments attributed to any Redemption Portfolio). The 
Specified Investments will comprise those interests in Pemba European Loan 
Opportunities and Plainfield 2009 Liquidating Limited which are attributed to 
the Continuing Portfolio. 
At 31 May 2009 the Company's investments in PELO and Plainfield represented 
approximately 6.8 per cent. and approximately 3.5 per cent. of the Company's net 
assets respectively. The Company's investment in PELO is currently subject to a 
lock up until June 2010 whereas Plainfield is currently in liquidation. Neither 
investment will form part of the Company's revised investment policy and 
accordingly, the Company has agreed (subject to the satisfaction of certain 
conditions precedent) that RMF Top Twenty should acquire those parts of PELO and 
Plainfield which would otherwise be attributed to the Continuing Portfolio for 
cash at their respective net asset values as at the August NAV Calculation Date 
(or such other NAV Calculation Date as the Company and the Investment Adviser 
may agree) subject to a maximum cash consideration. Such cash consideration 
received by the Company will be reinvested by the Investment Adviser in 
accordance with the Company's revised investment policy. The Asset Acquisition 
Agreement is subject to the satisfaction of certain conditions precedent. 
Further details of the Asset Acquisition Agreement are set out in the Circular. 
 
 
The acquisition by RMF Top Twenty of investments in PELO and Plainfield from the 
Company will be a related party transaction for the purposes of chapter 11 of 
the Listing Rules because RMF Top Twenty, as an Associate of the Investment 
Adviser, is considered to be a related party of the Company. Accordingly the 
transaction is subject to Independent Shareholder approval (as part of 
the Reorganisation Resolution). In addition, completion of the sale is subject 
to the Guernsey Financial Services Commission not having notified the Company 
that it considers that the terms of the Asset Acquisition Agreement breach the 
Authorised Closed-Ended Investment Schemes Rules 2008. 
Entities within the Investment Adviser's group are interested in Shares in the 
Company. Neither the Investment Adviser nor members of its group will vote on 
the Reorganisation Resolution to be proposed to Independent Shareholders. The 
Investment Adviser has undertaken to take all reasonable 
steps to ensure members of its group do not vote on the Reorganisation 
Resolution. 
 
 
2. Redemption Offers 
In summary the Redemption Offers now being put forward (but which are 
conditional, amongst other things, upon the Reorganisation Resolution being 
approved and the Continuing Portfolio meeting or exceeding the Minimum Viable 
Size) are as follows: 
2.1The Redemption Offers are separate offers to Eligible Shareholders to redeem 
up to the full amount of their EUR Shares, US$ Shares and/or GBP Shares. 
2.2There is no maximum number of EUR Shares, US$ Shares or GBP Shares which may be 
redeemed under the Redemption Offers. Eligible Shareholders are invited to 
tender to redeem some or all of the EUR Shares, US$ Shares and GBP Shares 
registered in their name on the Register at the Record Date. 
2.3 Where the Redeemed Shares have an aggregate value (at the Redemption 
Calculation Date (which is expected to be the June 2009 NAV Calculation Date) 
using spot currency exchange rates at that date), such that the Board considers 
that the size of the Company remaining after the Redemption Offers will be below 
the Minimum Viable Size (which is currently expected to be GBP40 million but may 
be higher or lower), the Redemption Offers will terminate immediately and, 
subject to the Wind Down Resolution having been passed, the Company will 
commence the Wind Down. 
2.4 Where the Redeemed Shares have an aggregate value (at the Redemption 
Calculation Date (and on the basis above) of less than US$5 million (or such 
higher or lower amount as may be determined by the Board in its absolute 
discretion), it is expected that such acceptances will be paid in full on the 
basis of the NAV of such Redeemed Shares (in US$ and less all attributable costs 
and expenses) at a June 2009 NAV Calculation Date for settlement during or 
before August 2009. Redemption amounts payable in respect of such Redeemed 
Shares will be funded from selected Portfolio realisations (as determined by the 
Investment Adviser) and no Redemption Portfolio will be created. However, in the 
event that such Portfolio realisations are delayed and/or monies are not 
received (in whole or part) or other Settlement Obstructions arise or where the 
Company incurs unexpected liabilities (in particular if movements in exchange 
rates result in significant losses on the Company's currency hedging programme) 
which require cash raised from such Portfolio realisations to be used in meeting 
those liabilities, such settlement may be delayed, perhaps significantly, or the 
Board may determine that a Redemption Portfolio should be created on the basis 
set out below notwithstanding that the aggregate value of the Redeemed Shares is 
less than that threshold amount. Conversely the Board may determine (in its 
absolute discretion) to increase that threshold amount and realise further 
investments to satisfy redemption monies without creating a Redemption 
Portfolio, in which event settlement of redemption monies may be delayed. 
2.5 Where the Redeemed Shares have an aggregate value (as determined above) 
exceeding US$5 million (or such higher or lower amount as the Board may 
determine as referred to above) but are of such an amount such that the Board 
considers that the Company remaining after the Redemption Offers will meet or 
exceed the Minimum Viable Size, a proportion of each investment (including cash) 
in the Portfolio equivalent (insofar as practicable and subject to such 
variation as may be determined by the Board) to the proportion that the 
aggregate NAV (at the Portfolio Split Date) attributable to all Redeemed Shares 
bears to the Company's total NAV (at such date) will be segregated (for 
accounting purposes only) and will constitute the Redemption Portfolio. 
2.6 However, there may be excluded from the Redemption Portfolio certain 
investments and investments may be apportioned otherwise than in the ratio that 
the Continuing Portfolio bears to the Redemption Portfolio. Instead an amount of 
cash otherwise attributable to the Continuing Portfolio equal to the value of 
the appropriate proportion of such investments (if any) at the Portfolio Split 
Date will be attributed to the Redemption Portfolio. In addition the Board may 
vary or alter the composition or amount of the investments attributed to the 
Redemption Portfolio in such manner and/or to such extent as it (in its absolute 
discretion) considers appropriate. An announcement setting out the expected 
liquidity of the Redemption Portfolio as at the Portfolio Split Date would be 
made in late August or early September 2009. 
2.7 No currency hedging will take place in respect of Redemption Rights. 
Accordingly the proportion of the Redemption Portfolio attributable and payable 
to each Redeeming Shareholder will be fixed by reference to the proportion that 
the NAV of the Redeemed Shares of that Redeeming Shareholder at the Portfolio 
Split Date bears to the NAV of all Redeemed Shares (at that date) (all 
calculated in US$ and using spot currency exchange rates at that date where 
relevant and subject to certain adjustments at the Board's discretion). 
2.8 The Redemption Portfolio would be largely US$ and EUR denominated. The value 
of Redemption Rights will, however, be calculated in US$ (using spot currency 
exchange rates as determined by the Directors). Since no currency hedging in 
respect of Redeemed GBP Shares or Redeemed EUR Shares will be undertaken, the GBP 
and EUR amount of Redemption Rights in respect of such Redeemed Shares will vary 
as a result of exchange rate movements between US$ and GBP and US$ and EUR 
respectively. 
2.9 Where a Redemption Portfolio is created Redemption Rights will be settled in 
tranches as cash proceeds from realisations of investments in the Redemption 
Portfolio are received by the Company. In that way, Redeeming Shareholders will 
receive the value of the assets attributable to their Redeemed Shares on a basis 
which corresponds to the amounts realised on a redemption of investments in the 
Redemption Portfolio (less costs) and on a timetable reflecting the realisation 
profile of the Redemption Portfolio. The Redemption Portfolio will be managed 
with a view to realisation rather than to meeting the Company's investment 
objective and revised investment policy. The first payment is expected to be 
made in October 2009 by reference to the 30 September 2009 NAV Calculation Date. 
However, the Board (at its absolute discretion) may cancel or suspend any 
quarterly payment (and one or more successive quarterly payments) where the 
proceeds received by the Company from realisation of investments is considered 
insufficient or by reason of any actual or contingent liabilities or otherwise. 
2.10 Where a Redemption Portfolio is created, the total redemption monies to be 
paid to Redeeming Shareholders will only be determined following the complete 
realisation of the Redemption Portfolio. The Company will publish an unaudited 
NAV as at the Portfolio Split Date for the Redemption Portfolio and on a monthly 
basis thereafter, which Redeeming Shareholders may choose to take as indicative 
of the potential realisation proceeds of the Redemption Portfolio and the actual 
redemption monies they may receive. Redeeming Shareholders should be aware that 
the amount of the realisation proceeds will be affected by the ability of the 
Investment Adviser to realise assets in the Redemption Portfolio at values that 
correspond to the prevailing carrying values of such assets as reflected in 
published NAVs, taking into account market conditions, and the deduction of 
costs and expenses associated with the Redemption Offers (including the costs of 
realising investments) as well as the deduction of ongoing fees, costs and 
expenses of managing and administering the Redemption Portfolio. Therefore, the 
actual redemption monies received may be materially different to that indicated 
by any of the audited or unaudited NAVs published by the Company for the 
Redemption Portfolio. 
2.11 The Redeemed Shares will be cancelled shortly after the closing of the 
Redemption Offers. Once the Redeemed Shares have been cancelled all Redeeming 
Shareholders will cease to be Shareholders in the Company and instead will 
become unsecured creditors in respect of the redemption monies outstanding from 
time to time. Redemption Rights will be a variable amount calculated by 
reference to the NAV of the Redemption Portfolio. As the values of investments 
within the Redemption Portfolio change, so the Redemption Rights will change. 
Management fees together with other costs and expenses attributed to the 
Redemption Portfolio (including the costs of realising investments) will also 
affect the Redemption Rights. 
2.12 Management (but not performance) fees will be payable on the assets 
contained in the Redemption Portfolio on a monthly basis at a rate of 0.50 per 
cent. per annum based on the net assets of the Redemption Portfolio. Trail 
commission attributable to Redeemed Shares will cease to be payable from 1 July 
2009. Other costs and expenses of the Company will be attributed between the 
Redemption Portfolio and the Continuing Portfolio on a basis which the Board (in 
its absolute discretion) believes to be fair and equitable. 
 
 
2.13 Any repurchases or redemptions by the Company of Continuing Shares 
(otherwise than pursuant to the Redemption Offers made after the establishment 
of a Redemption Portfolio) will be funded from the Continuing Portfolio (and any 
accretion to NAV resulting from such repurchases or redemptions will accrue 
solely to the Continuing Shareholders of the relevant currency class). 
 
 
2.14 The first payment of redemption monies to Redeeming Shareholders (holding 
their Redeemed Shares in uncertificated form (that is in CREST)) will be made 
through the CREST system to the CREST account of the Redeeming Shareholder 
concerned. Subsequent payments to such Redeeming Shareholders may be made 
through CREST or by cheque (in the manner referred to below) as determined by 
the Company. Payments of redemption monies to Redeeming Shareholders holding 
their Redeemed Shares in certificated form (that is not in CREST) will be made 
by cheque (drawn on a branch of a UK clearing bank) by post to the registered 
address of the Redeeming Shareholder concerned (or, in the case of joint 
holders, the holder whose name appears first on the register of members) at the 
sole risk of that Redeeming Shareholder. 
 
 
2.15 The Continuing Portfolio will continue to be managed with a view to meeting 
the Company's investment objective (as revised if appropriate) and for the 
benefit of Continuing Shareholders. If, however, the Continuing Portfolio is not 
of the Minimum Viable Size it is highly unlikely that such investment objective 
is achievable. 
 
 
2.16 Shareholders who wish to remain invested in the Company or who are not 
Eligible Shareholders and hence not entitled to have their EUR Shares, US$ Shares 
and/or GBP Shares redeemed should take no action. Eligible Shareholders may, if 
they wish, convert their Shares into Shares of another continuing class as 
referred to in more detail in the Circular. 
 
 
Wind Down 
If the Reorganisation Resolution is not passed, or if the Redemption Offers are 
terminated (including where the Continuing Portfolio is not of the Minimum 
Viable Size), then, subject to the Wind Down Resolution having been duly passed, 
the Company will commence the Wind Down. 
The Company's investment objective and investment policy will be amended to 
reflect the objective of realising the Company's Portfolio. The new investment 
objective and policy of the Company will be to realise the Company's existing 
investments in an orderly and timely manner, with a view to distributing cash to 
Shareholders (in accordance with their rights to distributions on a winding up 
as set out in the Articles) at appropriate times as sufficient investments are 
realised. The Company will not make any new investments (other than cash and 
near cash equivalent securities). 
No Liquidator will initially be appointed and the Portfolio will continue to be 
managed by the Investment Manager and the Investment Adviser (under the control 
and supervision of the existing Board) but with a view to realising the 
Company's investments in an orderly manner. It is currently expected that the 
Company's currency hedging programme would be terminated and hence returns to 
Shareholders would be US$ returns and subject to fluctuations in exchange rates. 
It is anticipated that the realisation schedule for the Company's investments 
would be broadly equivalent to that for a Redemption Portfolio. 
The Shares are currently listed on the Official List and traded on the main 
market of the London Stock Exchange. During the Wind Down it is expected that 
the Shares would continue to be listed and traded on the London Stock Exchange 
until such time as the Company no longer meets the requirements of the Listing 
Rules (whether by reason of an insufficient spread of investments or otherwise), 
at which time it is anticipated that the Company would request that the listing 
for each class of Shares be suspended and subsequently cancelled. At that point 
the Shares would no longer be capable of being traded on the London Stock 
Exchange. 
Once investments in the Portfolio have been realised such that the Board 
believes that the Company then no longer fulfils, or will no longer fulfil, the 
requirements of the Listing Rules for the continued listing of the Shares on the 
Official List, the Board will request the suspension and subsequent cancellation 
of the listing of the Shares and will, as soon as reasonably practicable 
thereafter, convene a meeting to consider a resolution for the winding up of the 
Company. Whilst there can be no absolute guarantee that such a voluntary 
liquidation would be approved by Shareholders, the proposed amendments to the 
Articles comprised in the Wind Down Resolution mean that such a winding up 
resolution of the Company would be passed where any one or more Shareholders 
voted in favour of such members' voluntary liquidation. On any such winding up 
resolution being passed, the Company would request that the listing of the 
Shares be suspended and subsequently cancelled (if this had not already 
occurred). 
A Wind Down may have certain adverse tax consequences, particularly for 
individual United Kingdom tax payers. If a Wind Down is commenced the Company 
will make a further announcement to Shareholders 
Portfolio realisations and Portfolio liquidity 
On the basis of the composition of the Portfolio as at 1 June 2009, the 
assumptions set out in the table immediately below and taking account of the 
Company's prevailing net cash position, the Investment Adviser's current 
expectation is that the Portfolio could be realised in accordance with the 
following indicative timetable (which should not be relied upon for any 
purpose), assuming no requirement to maintain a balanced investment portfolio 
during the realisation period: 
+---------------------------------------------------+--------------+--------------+ 
|                                     Realisation   | Cumulative   | Cumulative   | 
|                                     proceeds      | percentage   | cash arising | 
|                                     received by2  | of entire    | from         | 
|                                                   | portfolio1,2 | realisation  | 
|                                                   |              | of entire    | 
|                                                   |              | portfolio    | 
|                                                   |              | (US$m)1,2    | 
|                                                   |              |              | 
+---------------------------------------------------+--------------+--------------+ 
| 31 August 2009                                    | 56.0         | 76.3         | 
+---------------------------------------------------+--------------+--------------+ 
| 30 September 2009                                 | 69.6         | 94.8         | 
+---------------------------------------------------+--------------+--------------+ 
| 31 October 2009                                   | 83.1         | 113.2        | 
+---------------------------------------------------+--------------+--------------+ 
| 31 January 2010                                   | 87.4         | 119.1        | 
+---------------------------------------------------+--------------+--------------+ 
| 31 July 2010                                      | 94.4         | 128.7        | 
+---------------------------------------------------+--------------+--------------+ 
| 30 September 2010                                 | 94.6         | 128.8        | 
+---------------------------------------------------+--------------+--------------+ 
| 31 December 2010                                  | 96.5         | 131.4        | 
+---------------------------------------------------+--------------+--------------+ 
| After3                                            | 100          | 136.2        | 
+---------------------------------------------------+--------------+--------------+ 
 
 
Source: Company. 
  1.  The above table is based on a pro forma NAV of the Company. The pro forma NAV 
  includes the estimated valuations of the Portfolio as at 31 May 2009 and assumes 
  such valuations 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 or percentage of such 
  valuations at the times assumed or at all. The pro forma NAV of the Company 
  takes into account the actual cash balances held by the Company as at 1 June 
  2009. 
  2.  The above table assumes that further Portfolio realisations are made with effect 
  from 1 August 2009 and further assumes no Settlement Obstructions other than 
  those of which the Investment Adviser had actual knowledge as at 30 June 2009. 
  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 Company's 
  investments. The expected realisation proceeds do not include costs of 
  realisation, including redemption penalties. However, the Investment Adviser 
  does not currently expect to incur redemption penalties on a realisation of 
  investments in accordance with the indicative timetable above. The expected 
  realisation proceeds take no account of ongoing fees and expenses or the impact 
  of currency hedging on the Company's cash resources. 
  3.  The remaining 3.5 per cent. of the Portfolio is invested in one underlying fund 
  that is currently in liquidation. It is currently uncertain when that investment 
  can be realised and accordingly it has not been reflected in the realisation 
  schedule above. 
 
The information in this table has not been subject to audit. 
In the event that, following acceptances of the Redemption Offers, a Redemption 
Portfolio is created, realisation of investments in such Redemption Portfolio 
could be expected to take place in accordance with the indicative timetable 
above with a pro rata amount of the cash sums referred to being realised (on a 
winding up basis) but subject to the same assumptions and caveats as mentioned 
above. 
However, it is emphasised that there is no guarantee that the Portfolio will 
realise the amounts referred to above (or that a Redemption Portfolio would 
realise a pro rata amount thereof) or that the Portfolio (or a Redemption 
Portfolio) can be realised in accordance with the above indicative timetable. It 
is also emphasised that the values of any underlying investments as at the time 
of realisation, and hence the amounts returned to Shareholders on a redemption 
of Shares (or on a winding up of the Company), may differ significantly from the 
values used in this document. 
Further Information 
Further details of the Reorganisation Proposals (and any possible Wind 
Down) including the Company's revised investment policy, investment strategy and 
certain performance information are set out in the Circular.  The Circular also 
contains certain risk factors in relation to the Reorganisation Proposals 
(including those particularly relevant to an Eligible Shareholder's decision 
whether or not to accept a Redemption Offer) and any Wind Down. 
Expected Timetable 
+----------------------------------------------+-------------------------------+ 
|                                              |                          2009 | 
|                                              |                               | 
+----------------------------------------------+-------------------------------+ 
| Redemption Offers Record Date                |           5.00p.m. on 14 July | 
|                                              |                               | 
+----------------------------------------------+-------------------------------+ 
| Latest time and date for receipt of Forms of |        10.30 a.m. on 29 July  | 
| Proxy for the Extraordinary General Meeting  |                               | 
|                                              |                               | 
+----------------------------------------------+-------------------------------+ 
| Latest time and date for receipt of          |         1.00 p.m. on 29 July  | 
| Redemption Forms or for settlement of TTE    |                               | 
| instructions                                 |                               | 
|                                              |                               | 
+----------------------------------------------+-------------------------------+ 
| Result of Redemption Offers announced        |                      30 July  | 
|                                              |                               | 
+----------------------------------------------+-------------------------------+ 
| Extraordinary General Meeting                |        10.30 a.m. on 31 July  | 
|                                              |                               | 
+----------------------------------------------+-------------------------------+ 
| Where no Redemption Portfolio is created     |                               | 
+----------------------------------------------+-------------------------------+ 
| Redemption Offers NAV Calculation Date       |                      30 June  | 
|                                              |                               | 
+----------------------------------------------+-------------------------------+ 
| Settlement of Redemption Offers              |                        August | 
| consideration                                |                               | 
+----------------------------------------------+-------------------------------+ 
| Where a Redemption Portfolio is created      |                               | 
+----------------------------------------------+-------------------------------+ 
| Announcement of liquidity profile of         |            August / September | 
| Redemption Portfolio                         |                               | 
+----------------------------------------------+-------------------------------+ 
| First Redemption Offers NAV Calculation Date |                 30 September  | 
|                                              |                               | 
+----------------------------------------------+-------------------------------+ 
| First settlement of redemption monies        |                      October  | 
+----------------------------------------------+-------------------------------+ 
 
 
Enquiries: 
 
+--------------------------------+---------------------------------------------+ 
| Robin Bowie / Ana Haurie       | Tel: [phone]                   | 
| Dexion Capital Plc             |                                             | 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| Carol Kilby                    | Tel: [phone]                   | 
| Dexion Capital (Guernsey)      |                                             | 
| Limited                        |                                             | 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| Gary Gould / Stuart Klein      | Tel: [phone]                   | 
| RBS Hoare Govett Limited       |                                             | 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
 
 
 
Terms used in this announcement shall, unless the context otherwise requires, 
bear the meanings given to them in the Circular dated 10 July 2009. 
A copy of the Circular will shortly be available for public inspection at the 
Document Viewing Facility, the Financial Services Authority, 25 North Colonnade, 
Canary Wharf, London E14 5HS. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCILFIEDDIILIA