Publication of Circular
(Thomson Reuters ONE) - TAPESTRY INVESTMENT COMPANY PCC LIMITED (the "Company") 21 August 2009Publication of Circular in connection with the recommended proposals for a managed wind-down of the CompanyFurther to the announcement made by the Company on 30 April 2009 andfollowing further consultations with shareholders, it has becomeevident that a majority of shareholders wish to realise theirinvestment in the Company. The Board has considered the best way forthe Company to achieve this objective taking into account, interalia, the fact that the Company's redeemable participating preferenceshares of no par value (the "Shares") have traded at a discount tonet asset value (NAV) for some time. During the course of itsdeliberations, your Board has reviewed a number of options for thefuture of the Company. The Board has concluded that, particularlygiven current market conditions, demand for a continuing companyfollowing any form of reconstruction is unlikely to be sufficient forsuch a company to be a viable size. Accordingly, the Board isputting forward proposals for a managed wind-down of the Company (the"Managed Wind-Down") with a view to realising the assets of theCompany and returning cash to shareholders on a timely basis througha series of compulsory partial redemption (the "Redemption") ofShares. The Board intends to maintain the Company's listing for aslong as practicable during the Managed Wind-Down period.Further to the announcement made by the Company on 2 July 2009, itshould be noted that as yet there has been no formal offer by theRamius group of which Ramius Fund of Funds LLC is the Company'sinvestment manager (the "Investment Manager"). Shareholders shouldnote that approving the proposals in the circular which would enablethe Managed Wind-down, would not preclude an offer being made for theCompany by the Investment Manager (or another third party). Ramiushas consented to the Managed Wind-down and the publication of theCircular for the purposes of rule 21.1 of the City Code on Takeoversand Mergers.It is anticipated that the first Redemption will take place in midNovember at which time the estimated amount available fordistribution will be approximately £28.4m (or 34p per Share) based onthe GBP / US$ exchange rate as at 14 August 2009. This assumes thatthe Company receives redemption proceeds from its investments in atimely manner and in accordance with the anticipated liquidityprofile (see below). Shareholders should note that movements in theGBP / US$ exchange rate up to the date of redemption, may have asignificant impact on the amount of cash the Company has availablefor distribution. In particular, should the US Dollar strengthenagainst Sterling in the period to the date of the first Redemption,the liability arising on the Company's foreign currency hedgingarrangements will need to be settled in cash, reducing the amountavailable for distribution. The Board anticipates that the secondand third Redemptions will take place in mid February 2010 and midMay 2010. Thereafter, further Redemptions will be made at theBoard's discretion as and when appropriate.Following the first Redemption, the currency hedge will no longer bemaintained.A circular has been posted to shareholders today convening anExtraordinary General Meeting and a Class Meeting of the holders ofShares to be held at Dorey Court, Admiral Park, St. Peter Port,Guernsey at 2.30pm and 2.35pm respectively on Friday, 11th September2009 at which resolutions will be put to shareholders which, ifapproved, will result in the Managed Wind-Down.Copies of the Circular have been submitted to the UK ListingAuthority and will shortly be available at the UK Listing Authority'sDocument Viewing Facility which is situated at Financial ServicesAuthority, 25, The North Colonnade, Canary Wharf, London E14 5HS.Anticipated Liquidity ProfileThe Investment Manager has provided the Board with updatedinformation on the anticipated liquidity profile of the Company'sportfolio. As at 31 July 2009, the Board believes that, assuming theserving of redemption notices commences with effect from 1 October2009, the Company's assets could be realised on the following basis:+-------------------------------------------------------------------+| Projected Cash Flows | Percentage of | Cumulative as || from Redemptions | current net assets | percentage of || | | current net assets ||-----------------------+--------------------+----------------------|| Period to 28 February | 59.7% | 59.7% || 2010 | | ||-----------------------+--------------------+----------------------|| 6 Months to 31 August | 14.9% | 74.6% || 2010 | | ||-----------------------+--------------------+----------------------|| 6 Months to 28 | 10.6% | 85.2% || February 2011 | | ||-----------------------+--------------------+----------------------|| 12 Months to 28 | 3.8% | 89.0% || February 2012 | | ||-----------------------+--------------------+----------------------|| 12 Months to 28 | 1.4% | 90.4% || February 2013 | | ||-----------------------+--------------------+----------------------|| Uncertain Payout | 9.6% | 100.0% || Timing | | |+-------------------------------------------------------------------+*Includes 26% represented by cash as at 31 July 2009. Adjusting forcash received by the Company to 14 August 2009, cash would represent31.5%. This liquidity schedule incorporates the Investment Manager'sestimates of when the actual cash flows would be received for a givenredemption date as well as the typical holdbacks related to fullredemptions (manager holdbacks are typically 10 per cent of theredemption amount held until the audited financials for the fiscalyear have been finalized; typically for a 31 December fiscal year endthe holdback is returned by May of the following year).The above liquidity schedule is based on the Company's allocations asat 31 July 2009 and the Company's net assets at that date andincorporates all changes to liquidity terms that have beencommunicated by the underlying managers to the Investment Manager asat that date. The Company has not received formal valuations as at31 July 2009 from 29 of the Company's 32 underlying investmentmanagers, and accordingly in such cases the latest estimatedvaluations prepared by the manager or administrator of the relevantunderlying fund have been used. Assets listed under 'UncertainPayout Timing' represent those investments or portions of investmentsheld by the Company where the underlying hedge fund has suspendedredemptions, created side pockets or where the fund is inliquidation.There may be other matters or factors which affect the availability,amount or timing of receipt of the proceeds of realisation of some orall of the Company's investments. It should be noted that cashincluded above may be used to fund any required cash flows fromforeign exchange hedging as well as other costs arising in theordinary course.Contacts for queries:Tapestry Investment Company PCC LimitedMel Carvill (Chairman)01481 727111Jeremy Ozanne (Company secretary)01481 752495Collins Stewart Europe LimitedAndrew Zychowski020 7523 8363Lucy Lewis020 7523 8360Dealing Disclosure RequirementsUnder the provisions of Rule 8.3 of the Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1% or more of anyclass of "relevant securities" of the Company, all "dealings" in any"relevant securities" of that company (including by means of anoption in respect of, or a derivative referenced to, any such"relevant securities") must be publicly disclosed by no later than3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until thedate on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offerperiod" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of the Company asofferee, they will be deemed to be a single person for the purpose ofRule 8.3.Under the provisions of Rule 8.1 of the Code, all "dealings" in"relevant securities" ofthe Company by the Investment Manager or the Company or by any oftheir respective "associates", must be disclosed by no later than12.00 noon (London time) on the London business day following thedate of the relevant transaction.A disclosure table, giving details of the companies in whose"relevant securities" "dealings" should be disclosed, and the numberof such securities in issue, can be found on the Takeover Panel'swebsite at www.thetakeoverpanel.org.uk"Interests in securities" arise, in summary, when a person has longeconomic exposure, whether conditional or absolute, to changes in theprice of securities. In particular, a person will be treated ashaving an "interest" by virtue of the ownershipor control of securities, or by virtue of any option in respect of,or derivative referenced to, securities.Terms in quotation marks are defined in the Code, which can also befound on thePanel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult thePanel.Collins Stewart, which is authorised and regulated by the FinancialServices Authority, is acting for the Company and for no one else inconnection with the matters detailed in this announcement and willnot be responsible to anyone other than the Company for providing theprotections afforded to clients of Collins Stewart or for affordingadvice in relation hereto, or any other matters referred to herein.---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 21.08.2009 - 13:33 Uhr
Sprache: Deutsch
News-ID 4949
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