BOUSSARD & GAVAUDAN HOLDING LIMITED
(a closed-ended investment company incorporated with limited
liability under the laws of Guernsey with registration number 45582,
authorised as an authorised closed-ended investment scheme by the
Guernsey Financial Services Commission and registered with the Dutch
Authority for the Financial Markets)
The Company is today posting a circular to Shareholders (the
"Circular") in connection with an extraordinary general meeting to be
held on 26 June 2009 at 10.30 a.m. (the "EGM").
The business of the EGM will be to seek approval by ordinary
resolution for an amendment to the performance fee calculation in the
management agreement between the Company's investment manager,
Boussard & Gavaudan Asset Management, LP (the "Manager"), and the
Company (the "Amendment") and for an amendment to the Company's
investment policy (together with the Amendment, the "Proposals").
The purpose of the Proposals is to introduce upper and lower bands
for the Company's investment in funds managed by the Manager and to
include the effect of hedging the Sterling shares of the Company (the
"Sterling Shares") for the purposes of calculating the performance
fee payable by the holders of Sterling Shares. Further details of
the Proposals are set out in the Circular.
A copy of the Circular will shortly be available for public
inspection at the Document Viewing Facility, Financial Services
Authority, 25 North Colonnade, Canary Wharf, London E14 5HS. Copies
of the Circular will also be available from the Company's Dutch
paying agent, Kempen & Co. N.V., Beethovenstraat 300, 1077 WZ
Amsterdam, P.O. Box 75666, 1070 AR Amsterdam, The Netherlands during
normal business hours on any business day (Saturday and public
A Notice of the EGM is set out below.
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an extraordinary general meeting of the
Company will be held at Trafalgar Court, Admiral Park, St Peter Port,
Guernsey GY1 2JA on 26 June 2009 at 10.30 a.m. to consider and, if
thought fit, to pass the following resolutions, which will be
proposed as an ordinary resolutions:
1. THAT the proposed amendment to the Management
Agreement (as summarised in the circular to Shareholders dated 4 June
2009, a copy of which has been produced at the meeting and initialled
by the Chairman of the meeting for the purposes of identification
only (the "Circular")), is hereby acknowledged and approved and that
the Directors be and are hereby authorised to take all such steps as
may be necessary or desirable to complete the amendment to the
Management Agreement on the same material terms as described in the
2. THAT the existing investment policy of the
Company be and is hereby replaced with the following:
The Company will seek to achieve its investment objective by
investing the proceeds of any fund raising, net of any amounts
retained to be used for working capital requirements, into Sark Fund,
which is a feeder fund of Sark Master Fund and by utilising its
borrowing powers to make leveraged investments into private equity
situations. The gross investment exposure of the Company at any time
may represent a maximum of 200 per cent. of Net Asset Value at the
time of investment.
The Company will invest in a separate class of Euro denominated
shares of the Sark Fund which will not be subject to management fees
and performance fees at the Sark Fund level, as the Investment
Manager will receive management fees and performance fees in respect
of its role as Investment Manager of the Company. Therefore, the
Company will benefit from exposure to the multiple strategies offered
by the Sark Fund but with no multiple layering of fees.
Over time, a proportion of the net assets of the Company may, at the
discretion of the Investment Manager, be invested in other hedge
funds and/or other financial assets within the limits set out under
the heading "Asset allocation" below and subject to the limit on the
leverage set out under the heading "Gearing" below, provided that,
where such hedge funds are managed by the Investment Manager, the
Company will invest through a share class which will not be subject
to management or performance fees at the level of the underlying
The Investment Manager may also use the Company's borrowing
facilities to enable it to make private equity investments at its
discretion within the limits set out under the heading "Asset
allocation" below. The Investment Manager's ability to use
borrowings for such purposes is subject to the limit on leverage set
out under the heading "Gearing" below. Such investments may include
the acquisition of minority or majority interests in unlisted
companies or listed companies ("Direct Investments"). The Investment
Manager may also make private equity investments through investing in
funds that have a private equity investment focus ("Indirect Private
With the possible application of leverage and when taken with the
returns achieved from the Sark Fund, non-Sark Fund investments as
described above are intended to allow the Company to achieve its
target annualised return. The Company's investments in non-Sark Fund
assets are expected to consist of investment opportunities that are
identified by the Investment Manager in connection with its and its
affiliates' current activities but which are not pursued by the Sark
Master Fund due to risk profiles or liquidity profiles inconsistent
with those of the Sark Fund and the Sark Master Fund.
The Company intends to hedge substantially all of the currency
exposure in respect of each of its investments.
As described above, the Company intends to make use of its borrowing
facilities to allow it to have an investment exposure of up to 200
per cent. of Net Asset Value at the point of investment.
The Company has power under its Articles of Incorporation to borrow
up to an amount equal to 100 per cent. of its Net Asset Value as at
the time of borrowing.
It is intended that leverage will be used by the Company for the
purposes of (i) managing day to day cash flow, i.e. for meeting
expenses of the Company and for funding repurchases of Shares and
(ii) leveraging investments made by the Company.
The Company may make use of borrowing facilities in order to leverage
its investments, including its investment in the Sark Fund or in
other hedge funds managed by the Investment Manager (hereafter,
"Manager Funds"), provided that the Company complies with the
exposure limitations set out under the heading "Asset allocation"
Investments in Manager Funds
Substantially all of the net assets of the Company are currently
invested in the Sark Fund and it is anticipated that a significant
proportion of the Company's net assets will remain invested in the
Over time, no less than 90 per cent. of the Net Asset Value and no
more than 110 per cent. of the Net Asset Value will be invested in
Manager Funds, with at least 80 per cent. of the Net Asset Value
invested in the Sark Fund.
Investments in assets other than Manager Funds
In relation to those investments in assets other than Manager Funds,
the Directors have determined that such investments shall not exceed
The aggregate value of Direct Investments may not exceed an amount
equal to 50 per cent. of the Net Asset Value at the time of making
any such investment.
Indirect Private Equity Investments
The aggregate value of Indirect Private Equity Investments may not
exceed an amount equal to 25 per cent. of the Net Asset Value at the
time of making any such investment. In addition, the Company will not
make any single private equity investment representing in excess of
an amount equal to 10 per cent. of its Net Asset Value as at the time
that investment is made. Private equity investments made in linked
transactions will be aggregated for the purposes of this calculation.
Hedge fund investments (other than Manager Funds)
The Directors have also determined that the Company's investments in
hedge funds (other than Manager Funds) when aggregated may not exceed
an amount equal to 25 per cent. of the Net Asset Value at the time of
making any such investment."
The Company's investment policy will be diversified by exposure to
the investment strategies of Sark Master Fund through the Company's
investment in Sark Fund and through the other leveraged investments
made by the Investment Manager as described above.
The Company will comply with certain investment restrictions for so
long as they remain requirements of the UK Listing Authority. The
Directors do not currently intend to propose any material changes to
the Company's investment policy, save in the case of exceptional or
unforeseen circumstances. As required by the Listing Rules, any
material change to the investment policy of the Company will be made
only with the approval of shareholders."
Definitions used in this Notice shall have the same meaning as used
in the prospectus of the Company dated 30 June 2008 unless otherwise
By order of the Board
Close Fund Services Limited
Admiral Park, St Peter Port
Dated 4 June 2009
Guernsey GY1 2JA
(1) A member entitled to attend and vote at the EGM 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.
(2) The Company, pursuant to regulation 41 of the
Uncertificated Securities Regulation 2001, specifies that only
members registered in the register of members of the Company at 5
p.m. on 24 June 2009 shall be entitled to attend or vote at the
aforesaid general meeting in respect of the number of shares
registered in their name at that time or in the event that the
meeting is adjourned, in the register of members at close of business
two days before the time of any adjourned meeting. Changes to entries
on the register of members after such time or, in the event that the
meeting is adjourned, to entries in the register of members after
close of business two days before the time of the adjourned meeting,
shall be disregarded in determining the rights of any person to
attend or vote at the meeting.
(3) In the event that a form of proxy is returned without
an indication as to how the proxy shall vote on the resolutions, the
proxy will exercise his discretion as to whether, and if so how, he
(4) Members who hold their shares via Euroclear and who
wish to attend or to exercise the voting rights attached to their
shares at the meeting should inform their admitted institution via
Kempen in writing at least five full days before the meeting, after
which they will receive an attendance ticket and proxy card.
(5) Copies of the form of proxy are available free of
charge in The Netherlands from the Company's Dutch paying agent,
Kempen & Co. N.V., Beethovenstraat 300, 1077 WZ Amsterdam, P.O. Box
75666, 1070 AR Amsterdam, The Netherlands, tel: +31 20 348 95 54,
during normal business hours on any business day (Saturday and public
holiday excepted) until the conclusion of the EGM and also from the
Company's registrar, Close Fund Services Limited, Trafalgar Court,
Admiral Park, St Peter Port, Guernsey GY1 2JA.
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.