Lyxor Focus Fund (GBP) Ltd Notice of EGM (2813Z)

TIDMLYXF

RNS Number : 2813Z

Lyxor Focus Fund (GBP) Ltd

09 December 2014

CIRCULAR

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, tax adviser, accountant, fund manager or other appropriately qualified adviser.

If you have sold or otherwise transferred all of your Participating Shares or Founders Shares in the Company please send this Document and the accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

LYXOR FOCUS FUND (GBP) LTD.

(a closed--ended investment company with variable capital incorporated on 13 May 2008 with limited liability under the laws of Jersey with registered number 100788)

Recommended Proposal for the Company's Summary Winding Up

and

Notice of Extraordinary General Meeting

Your attention is drawn to the letter from the Chairman of the Company in Part II (Letter to Shareholders) of this Document which contains the recommendation of the Board to vote in favour of the Proposal.

The Proposal described in this Document is conditional on shareholder approval at an Extraordinary General Meeting. Notice of an Extraordinary General Meeting of the shareholders of the Company to be held at 11 a.m. on 30 December 2014 at SG Hambros House, PO Box 197, 18 Esplanade, St Helier, Jersey JE4 8RT is set out at the end of this Document.

Shareholders are requested to return the reply-paid Form of Proxy accompanying this Document for use at theExtraordinary General Meeting. To be valid, a Form of Proxy for use at the Extraordinary General Meeting must be completed and returned in accordance with the instructions printed thereon so as to be received as soon as possible and in any event not later than 24 hours before the time of the Extraordinary General Meeting.

5 December 2014

CONTENTS

   PART I                         Definitions 
   PART II     Letter to Shareholders 
   PART III   Notice of the EGM 

Expected Timetable

 
 Latest time and date for receipt             11 a.m. on 29 
  of Forms of Proxy for the Extraordinary     December 2014 
  General Meeting 
-----------------------------------------  ---------------- 
 Extraordinary General Meeting to             11 a.m. on 30 
  consider the Resolution                     December 2014 
-----------------------------------------  ---------------- 
 Announcement of the result of the           on 31 December 
  Extraordinary General Meeting                        2014 
-----------------------------------------  ---------------- 
 Cancellation of the Participating          close of market 
  Shares from admission to trading           on 31 December 
  on the ISE                                           2014 
-----------------------------------------  ---------------- 
 Cancellation of the Participating          close of market 
  Shares from admission to trading             on 9 January 
  on the LSE                                           2015 
-----------------------------------------  ---------------- 
 

Part I

Definitions

The following definitions apply throughout this Document unless the context otherwise requires:

 
 "Articles"               the articles of association 
                           of the Company as amended from 
                           time to time 
 "Board" or "Directors"   the board of directors of the 
                           Company 
 "Extraordinary General   the meeting of the holders of 
  Meeting" or "EGM"        shares in the Company convened 
                           for 11 a.m. on 30 December 2014 
                           (or any adjournment thereof), 
                           notice of which is set out at 
                           the end of this Document 
 "Company"                Lyxor Focus Fund (GBP) Ltd. 
 "Document"               this document dated 5 December 
                           2014 
 "Form of Proxy"          the form of proxy for use at 
                           the Extraordinary General Meeting 
 "Founders Shares"        non-redeemable founders shares 
                           of no par value in the capital 
                           of the Company 
 "ISE"                    the Irish Stock Exchange Plc 
 "Law"                    the Companies (Jersey) Law 1991, 
                           as amended 
 "LSE"                    the London Stock Exchange Plc 
 "Manager"                SG Hambros Fund Managers (Jersey) 
                           Limited 
 "Participating Shares"   participating non-redeemable 
                           preference shares of no par 
                           value in the capital of the 
                           Company 
 "Proposal"               the proposal relating to the 
                           summary winding up of the Company, 
                           as further described in this 
                           Document 
 "Prospectus"             the prospectus of the Company 
                           dated 14 July 2008 
 "Resolution"             the special resolution to be 
                           proposed at the Extraordinary 
                           General Meeting 
 "Sub-Manager"            Lyxor Asset Management S.A.S. 
 

Part II

LETTER TO SHAREHOLDERS

LYXOR FOCUS FUND (GBP) LTD.

(a closed--ended investment company with variable capital incorporated on 13 May 2008 with limited liability under the laws of Jersey with registered number 100788)

 
 Directors           Registered Office 
 Stephen FOLLAND      SG Hambros House 
  Anita PHILIPPE            PO Box 197 
  John BOOTHMAN           18 Esplanade 
                             St Helier 
                        Jersey JE4 8RT 
 

5 December 2014

To Shareholders

Dear Sir or Madam

RECOMMENDED PROPOSAL FOR THE SUMMARY WINDING UP OF THE COMPANY

Introduction

I am a Director of the Company. I write to you on behalf of the Board which seeks your approval for a proposal to wind up the Company summarily in accordance with Chapter 2, Part 21 of the Law. The winding up of the Company will involve the cancellation of the admission of the Participating Shares to trading on the ISE and the LSE.

The purpose of this letter is to provide you with information on the Proposal, recommend the Proposal to you, seek your approval of the Resolution and explain what actions you should take. The Extraordinary General Meeting to approve the Resolution is to be held at SG Hambros House, PO Box 197, 18 Esplanade, St Helier, Jersey JE4 8RT on 30 December 2014 at 11 a.m. The notice of the EGM containing the Resolution is set out below.

The Board recommends that you vote in favour of the Resolution. Whether or not you intend to attend the EGM, you are asked to complete the enclosed Form of Proxy and return it to the Company's registrar, Computershare Investor Services (Jersey) Limited at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES, no later than 24 hours before the time for holding the EGM.

Background to the Proposal

As previously advised by announcements made on the ISE and the LSE, the holders of Founders Shares have recently amended Article 40.2 of the Articles to allow the Directors to convene an extraordinary general meeting of the Company at any time to propose a special resolution to wind up the Company summarily pursuant to Article 146 of the Law.

Société Générale is the holder of 74,849,068 Participating Shares which holding represents 99.8% of the Participating Shares in issue on 10 November 2014. It has now requested that, in the light of the low volume of secondary trading in Participating Shares of the Company on both the ISE and the SETSqx platform of the LSE, evidencing a lack of investor interest in the Company, the Directors convene the EGM to propose the Resolution to wind up the Company summarily.

The Directors consider that convening the EGM would, if the Resolution is passed, lead to holders of Participating Shares realising their investment ahead of 1 June 2016 (being the date on which the Company was due to be wound up as stated in the Prospectus) which, given the low volume of secondary trading in Participating Shares, they may not otherwise have had the opportunity to achieve. Accordingly, the Directors now propose to convene the EGM to wind up the Company summarily.

Cancellation of the admission of the Participating Shares to trading on the ISE

In connection with the winding up of the Company it is proposed to suspend the determination of the net asset value of Participating Shares and to apply to the ISE for the cancellation of the admission of its Participating Shares to the Official List and from trading on the Main Securities Market of the ISE. Subject to the passing of the Resolution, such suspension and cancellation is intended to take effect at the close of market on 31 December 2014.

In accordance with the continuing obligations contained in Chapter 14 of the ISE listing rules, the Company will notify the Companies Announcements Office of the ISE of the suspension and the intention to wind up the Company.

Cancellation of the admission of the Participating Shares to trading on the LSE

In connection with the winding up of the Company it is also proposed to cancel the admission of Participating Shares to trading on the LSE.

Subject to approval at the EGM, it is expected that the admission of the Participating Shares to trading on the SETSqx platform of the LSE will be cancelled with effect at the close of market on 9 January 2015. The effect of the cancellation will be that Participating Shares will no longer be quoted on the LSE. Trading in the Company's Participating Shares on the LSE will be suspended at the close of market on 7 January 2015.

In addition, following the cancellation of the Participating Shares to trading on the LSE, it is the Directors' expectation that the Participating Shares will no longer be admitted to the CREST system. Existing certificates in respect of the Participating Shares will cease to be of value and any existing credit of the Participating Shares in any stock account in CREST will be redundant.

Summary Winding Up

As part of the summary winding up process, the Directors are required to make a prior statement of solvency. The winding up commences when a special resolution approving the winding up of the Company is passed within 28 days after the statement of solvency has been signed by the Directors and is registered with the Registrar of Companies in Jersey.

The votes on such a special resolution are weighted so that in practice the Resolution will almost certainly be passed. Specifically, those shareholders who vote on a poll in favour of a resolution proposed to wind up the Company summarily collectively have such total number of votes as is one more than the number of votes which are required to be cast on such poll for the resolution to be carried. Any vote taken at the extraordinary general meeting convened for this purpose must be taken on a poll.

If the Company is placed into winding up, the Directors will then begin the process of meeting remaining liabilities of the Company and then distributing net assets to its shareholders. Shareholders will receive further information and updates on this process (from the Directors or from the Manager or the Sub-Manager) in due course.

Once the winding up process has been completed and the Company has no assets and no liabilities, the Company will be dissolved.

The EGM

The EGM has been convened for 11 a.m. on 30 December 2014 and will be held at SG Hambros House, PO Box 197, 18 Esplanade, St Helier, Jersey JE4 8RT. The notice convening the EGM is set out below. All holders of Founders Shares and Participating Shares are entitled to vote on the Resolution to be proposed at the EGM.

The quorum for the EGM is two members present in person or voting by proxy. A representative of a corporation authorised pursuant to Articles and present at the EGM shall be deemed to be a member for the purpose of counting towards a quorum. Any holder of Founders Shares or Participating Shares may appoint a proxy to attend and, on a poll, vote on the Resolution on his or her behalf.

Taxation

The following comments are intended only as a general guide to certain aspects of current UK tax law and HM Revenue & Customs' ("HMRC") published practice, both of which are subject to change possibly with retrospective effect. They are of a general nature and do not constitute tax advice and apply only to shareholders who are resident in the UK (except where indicated) and who hold their shares beneficially as an investment. They do not address the position of certain classes of shareholders such as dealers in securities, insurance companies or collective investment schemes.

The Company

The Directors have been advised that following certain changes to the United Kingdom tax rules regarding "alternative investment funds" implemented by the Finance Act 2014 and contained in section 363A of the Taxation (International and other Provisions) Act 2010 the Company should not be resident in the United Kingdom for United Kingdom tax purposes and it is the intention of the Directors to continue to conduct the affairs of the Company so that it does not carry on any trade in the United Kingdom for taxation purposes.

Winding Up

Subject to the comments in the next paragraph, any shareholder who is UK tax resident may, depending on that shareholder's personal circumstances, be subject to capital gains tax (or, in the case of a corporate shareholder, corporation tax on chargeable gains) in respect of any gain arising on a disposal (including on any distribution on the summary winding up of the Company) of their shares. For such individuals, capital gains are taxed at a rate of 18 per cent (for basic rate taxpayers) or 28 per cent (for higher or additional rate taxpayers). Individuals may, depending on their personal circumstances, benefit from certain reliefs and allowances (including an annual exemption from capital gains which is GBP11,000 for the tax year 2014/2015). For corporate shareholders within the charge to UK corporation tax, indexation allowance may apply to reduce any chargeable gain arising on the disposal of shares but will not create or increase an allowable loss. Shareholders who are not resident in the UK for taxation purposes will not normally be liable to UK taxation on chargeable gains arising from the disposal of their shares unless those shares are held for the purposes of a trade, profession or vocation through a UK branch, agency or permanent establishment, although they may be subject to foreign taxation depending on their own particular circumstances. Individual shareholders who are temporarily not resident in the UK for tax purposes may be liable to capital gains tax under anti avoidance legislation.

The treatment described above is based on any gain arising on a disposal of a shareholder's shares not being taxed as income under the "offshore fund" rules which apply for the purposes of UK tax legislation. Under current law, if the Company (or any class of shares) were to be treated for UK taxation purposes as an "offshore fund", gains on disposals of shares realised by a shareholder would be taxable as income and not as capital gains.

Action to be Taken

Holders of Founders Shares and Participating Shares will find enclosed with this Document a Form of Proxy for use in connection with the EGM, which must be completed and returned to the Company's registrar at Computershare Investor Services (Jersey) Limited at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES, not later than 11 a.m. on 29 December 2014.

The completion and return of a Form of Proxy will not prevent holders of Founders Shares and Participating Shares from attending the EGM and voting in person if they wish.

Board's Recommendation

Your Board considers that the Proposal is in the best interests of the Company and the holders of Founders Shares and Participating Shares as a whole and, accordingly, your Board unanimously recommends that you vote in favour of the Resolution.

Further Information

Should you have any questions in relation to the changes described in this Document, please contact Lyxor Client Servicing at the following email address: [e-mail]

Yours faithfully,

Stephen FOLLAND

Director

Part III

LYXOR FOCUS FUND (GBP) LTD.

(a closed--ended investment company with variable capital incorporated on 13 May 2008 with limited liability under the laws of Jersey with registered number 100788)

(the "Company")

NOTICE OF Extraordinary General Meeting

NOTICE is hereby given that an Extraordinary General Meeting of the shareholders of the Company will be held at SG Hambros House, PO Box 197, 18 Esplanade, St Helier, Jersey JE4 8RT on 30 December 2014 at 11 a.m. (or if such meeting is adjourned for lack of quorum, to be held at 11 a.m. on 6 January 2015 at the same place as the original meeting) to consider and, if thought fit, to pass the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

THAT the Company be wound up summarily in accordance with Chapter 2, Part 21 of the Companies (Jersey) Law 1991, as amended.

 
 Registered Office:          Company Secretary: 
  SG Hambros House     SG Hambros Fund Managers 
  PO Box 197                   (Jersey) Limited 
  18 Esplanade                 SG Hambros House 
  St Helier                           PO Box 78 
  Jersey JE4 8RT                   18 Esplanade 
                                      St Helier 
                                 Jersey JE4 8PR 
 

Date: 5 December 2014

Notes

1. Those holders of Founders Shares and Participating Shares who are present and entitled to vote and who vote on a poll in favour of the Resolution shall collectively have such total number of votes as is one more than the number of votes which are required to be cast on such poll for the Resolution to be carried.

2. A member who is entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

   3.        A Form of Proxy is enclosed for use at the Extraordinary General Meeting. 

4. The Form of Proxy and the power of attorney or other authority (if any) under which the Form of Proxy is signed or a notarially certified copy of such power or authority, shall be deposited at Computershare Investor Services (Jersey) Limited at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES not less than twenty-four hours before the time appointed for holding the EGM or any adjournment thereof at which the person named in the Form of Proxy proposes to vote in default the Form of Proxy shall not be treated as valid.

5. Completing and returning a Form of Proxy will not prevent a member from attending in person at the Extraordinary General Meeting and voting should he or she so wish.

6. Any member whose name is entered in the register of members of the Company between the date of this notice and the date of the Extraordinary General Meeting shall be sent a copy of this notice, and the service of this notice in accordance with the Articles shall be a good discharge of the Company's obligations, notwithstanding that a shorter period of notice than is specified in the Articles may have been given to the new member.

7. In the event that a Form of Proxy is returned without an indication as to how the proxy shall vote on the Resolution, the proxy will exercise his discretion as to whether, and if so how, he votes.

8. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date stated in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date.

9. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the Founders Shares and Participating Shares.

10. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

11. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or insanity of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the shares in respect of which the instrument of proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office, before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used.

12. Any capitalised terms used but not defined in this notice are as defined in the Document of which this notice forms part.

LYXOR FOCUS FUND (GBP) LTD.

FORM OF PROXY

EXTRAORDINARY GENERAL MEETING

I/We the undersigned, ________________________________________________________________________ of _______________________________________________________________________________, being the holder(s) of [Participating]/[Founders] Shares of the Company, HEREBY APPOINT the Chairman of the Meeting or (see Note 2 in the notice of the Extraordinary General Meeting) _____________________________________of __________________________________________________ as my/our Proxy to attend and to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at SG Hambros House 18 Esplanade St Helier Jersey JE4 8RT at 11 a.m. on 30 December 2014 and at any adjournment thereof.

I/We direct that my/our votes be cast as indicated by an "X" in the appropriate box below, the resolution being proposed as a special resolution. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Extraordinary General Meeting (see Note 7 in the notice of the Extraordinary General Meeting).

 
   DESCRIPTION OF RESOLUTION                 For       Against       Withheld 
 
   The summary winding up of the 
    Company in accordance with Chapter 
    2, Part 21 of the Companies (Jersey) 
    Law 1991, as amended 
 
 

Dated this ______ day of _______________ 2014

Signature ___________________________________________ (see Note 10 in the notice of Extraordinary General Meeting)

Full name(s) in which [Participating]/[Founders] Shares are registered

___________________________________________________________

PLEASE USE BLOCK LETTERS

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

This information is provided by RNS

The company news service from the London Stock Exchange

END

ISEFSUFIUFLSEEE