DW Catalyst Fund Ltd Notice of EGM

 
TIDMDWCG 
 
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION 
 
                   DW Catalyst Fund Limited (the "Company") 
    (a closed-ended investment collective investment scheme registered and 
           incorporated in Guernsey with registration number 52520) 
 
    Notice of extraordinary general meeting regarding proposed liquidation 
 
                                 12 July 2017 
 
Further to the Company's announcement on 1 June 2017 regarding the proposed 
winding up of the Company, the Company is today publishing a circular to 
shareholders containing a notice of extraordinary general meeting (the 
"Extraordinary General Meeting") to be held on 2 August 2017 at which 
resolutions (the "Resolutions") will be proposed to shareholders regarding the 
liquidation of the Company (the "Proposals"). 
 
Details of the proposed timing for the liquidation of the Company and 
distributions to shareholders are included in the shareholder circular and the 
anticipated timetable is set out below. 
 
In light of the proposed Resolutions, application will be made to the UK 
Listing Authority for suspension of listing of the Company's shares on the 
Official List and application will be made to the London Stock Exchange for 
suspension of trading in the Shares on the Main Market at 7.30 a.m. on 2 August 
2017.  The Company's register of members will be closed at 6.00 p.m. on 1 
August 2017 and the Shares will be disabled in CREST at the close of business 
on 1 August 2017. 
 
If the Resolutions are passed, the Company will make applications for the 
cancellation of the admission of the shares to listing on the Official List and 
to trading on the Main Market of the London Stock Exchange following the 
Extraordinary General Meeting with the cancellations expected to take effect on 
3 August 2017. 
 
Holders of the Company's shares voted in favour of the discount trigger 
resolution (the "Discount Trigger Shares") which was passed at the Company's 
discount trigger meeting held in March 2017 will not be capable of being voted 
on the Resolutions because they are scheduled to be redeemed by the Company 
effective on 1 August 2017, prior to the Extraordinary General Meeting. 
 
The timetable for payment of the proceeds of redemption of the Discount Trigger 
Shares will remain as set out in the circular regarding the discount trigger 
meeting published on 17 February 2017 (the "Discount Trigger Circular") and 
will not be affected by implementation of the Proposals, except that payment of 
the redemption proceeds will become subject to the holdback arrangements 
described in that circular, with the final payment being made to holders of the 
Discount Trigger Shares following March 2019. 
 
If the Resolutions are approved, the Company's management agreement with DW 
Partners, LP will be immediately terminated.  Following termination of the 
management agreement, DW Partners, LP will not be entitled to be paid the 
remaining outstanding balance of the costs of the Company's initial public 
offering in excess of one per cent. of the gross proceeds of the offering (the 
"IPO Offer Costs"), so an amount in respect of the IPO Offer Costs will not be 
deducted from the distributions made in the liquidation.  As stated in the 
Discount Trigger Circular, a deduction in respect of the IPO Offer Costs will 
be made from the proceeds of redemption of the Discount Trigger Shares. 
 
The Company will not now hold its annual general meeting on 4 August 2017 and 
will only hold an annual general meeting if the Resolutions are not passed at 
the Extraordinary General Meeting. 
 
The notice of Extraordinary General Meeting will shortly be available to view 
on the Company's website. 
 
A copy of the notice of Extraordinary General Meeting and accompanying form of 
proxy has been submitted to the National Storage Mechanism and will be shortly 
available for inspection at www.Hemscott.com/nsm.do. 
 
 Anticipated timetable (including following the Extraordinary General Meeting 
                        if the Proposals are approved) 
 
Latest time and date for receipt of              2 p.m. on 31 July 2017 
forms of proxy for the Extraordinary 
General Meeting 
 
Closure of the Company's register of         6.00 p.m. on 1 August 2017 
members 
 
Suspension of listing and trading of         7.30 a.m. on 2 August 2017 
the shares on the London Stock Exchange 
 
Extraordinary General Meeting                   2 p.m. on 2 August 2017 
 
Liquidator appointed                                      2 August 2017 
 
Announcement of result of Extraordinary                   2 August 2017 
General Meeting 
 
Cancellation of listing and trading of                    3 August 2017 
the Shares on the London Stock Exchange 
 
First redemption date for investment in                 1 November 2017 
DW Catalyst Offshore Fund, Ltd. (the 
"Feeder Fund") and calculation date for 
first instalment of redemption proceeds 
 
Earliest date for payment to the                      Mid-December 2017 
Company of first instalment of Feeder 
Fund redemption proceeds 
 
First interim distribution to                         Mid-December 2017 
shareholders 
 
Second redemption date for investment                   1 February 2018 
in Feeder Fund and calculation date for 
second instalment of redemption 
proceeds 
 
Earliest date for payment to Company of                  Mid-March 2018 
second instalment of Feeder Fund 
redemption proceeds 
 
Second interim distribution to                           Mid-March 2018 
shareholders 
 
 
Third redemption date for investment in                      1 May 2018 
Feeder Fund and calculation date for 
third instalment of redemption proceeds 
 
Earliest date for payment to Company of                   Mid-June 2018 
third instalment of Feeder Fund 
redemption proceeds 
 
Third interim distribution to                             Mid-June 2018 
shareholders 
 
Fourth redemption date for investment                    1 August  2018 
in Feeder Fund and calculation date for 
fourth instalment of redemption 
proceeds 
 
Earliest date for payment to Company of              Mid-September 2018 
fourth instalment of Feeder Fund 
redemption proceeds, adjusted to take 
into account of hold-back amount 
 
Fourth interim distribution to                       Mid-September 2018 
Shareholders 
 
Approximate date for payment of                    Following March 2019 
relevant portion of hold-back amount to 
the Company 
 
Final distribution to Shareholders                 Following March 2019 
 
All references are to London time. 
 
The specific timing and amount of all distributions to shareholders will be 
announced in advance through a Regulatory Information Service. 
 
Each of the times and dates above may be extended or brought forward without 
further notice. If any of the above times and/or dates change, the revised time 
(s) and/or dates will be notified to shareholders by an announcement through a 
Regulatory Information Service. 
 
Enquiries: 
 
Company website:        www.dwcatalystltd.com 
 
Northern Trust International Fund Administration Services (Guernsey) Limited 
Rebecca Booth 
Tel:       [phone] 
 
 
 
END 
 

(END) Dow Jones Newswires

July 12, 2017 02:00 ET (06:00 GMT)