Update on Annual General Meeting (9245D)

TIDMSED

RNS Number : 9245D

Saltus European Debt Strategies Ltd

23 May 2012

SALTUS EUROPEAN DEBT STRATEGIES LIMITED

(The "Company") (Registered in Guernsey - Number 46912)

Registered Office:

2(ND) FLOOR, REGENCY COURT, GLATEGNY ESPLANADE,

ST PETER PORT, GUERNSEY GY1 3NQ

TELEPHONE: [phone] FACSIMILE: [phone]

E-MAIL: [e-mail]

 
 For immediate Release   23 May 2012 
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Update on Annual General Meeting and Proposed Managed Wind-down

In the Saltus European Debt Strategies Limited's (the "Company" or "SEDS") recently published annual accounts for the year ended 31 December 2011, the Board confirmed its intention to:

"present a vote at the forthcoming Annual General Meeting to consider the Company's future. Accordingly, a special resolution will be proposed at the Annual General Meeting to this effect."

The Board remains committed to putting such a resolution to Shareholders. However, since the announcement of the results, the Board has been approached by a major unconnected institutional investor ("the New Investor") who has indicated its desire to purchase a significant stake in the Company and that it would be supportive of a continuing share class which would have an amended investment objective, focused on acquiring and actively managing secondary hedge fund positions, of a predominantly credit and distressed orientated nature, from distressed sellers.

Subject to this development, the Board announces that it intends to propose a restructuring of the Company, pursuant to which shareholders would be able to elect to participate in one of two classes:

Option A: a share class which would involve the managed wind-down of those shareholders' pro rata share of the Company's portfolio, as originally envisaged ("the Run-off Class"); and

Option B: a continuing share class with an amended investment objective as described above ("the Continuation Class"). It is envisaged that the Continuing Class would have a limited investment period of two years, with a potential extension period of a further year, subject to shareholder approval. After this period the assets would be realised and capital returned.

The creation of the Continuation Class would be subject, inter alia, to Shareholders accounting for at least 40% of the Company's shares electing to go into this class. Furthermore, the maintenance of the Continuation Class would also be conditional upon the Company subsequently raising a minimum of GBP30m of new capital for this class by the end of 2012.

In the event that either of these conditions are not fulfilled, or that in the Board's judgment they are unlikely to be fulfilled, then the Board would intend to propose that the entire Company is wound down.

The Board does not envisage that the shareholders opting for the Run-Off Class would be negatively impacted, or that the orderly realisation of their pro rata share of the portfolio would be impeded in any way by the creation of the Continuation Class, whereas they should benefit from an improved total expense ratio and share liquidity if the new capital raise is successful.

Revised Timetable

Owing to this material change in circumstance, the Board is now working with its advisers to prepare revised proposals to put to Shareholders at the Annual General Meeting. A circular will be posted as soon as possible and in order to ensure that any delay arising does not impact upon the Company's ability to return cash to shareholders, the Company will place redemption orders on those holdings which have near term availability.

George Baird, Chairman of SEDS, commented:

"The Board has long been committed to providing shareholders with the opportunity to vote on whether to wind down the Company and, in the absence of alternative proposals, had anticipated to recommend this course of action at the forthcoming AGM. The proposals outlined have the merit that they will allow those who wish to have it the ability to exit as if a winding down had been approved, whilst offering those who believe there is an attractive opportunity investing in secondary hedge fund positions the ability to do so as well, subject to the Company being able to raise sufficient funds to achieve critical mass."

Enquiries:

Jon Macintosh

Saltus Partners LLP

[phone]

Ed Gascoigne-Pees

FTI Consulting Group Ltd

[phone]

This information is provided by RNS

The company news service from the London Stock Exchange

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