17 September 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

 

 

Highbridge Multi-Strategy Fund Limited

(to be renamed Highbridge Tactical Credit Fund Limited, the "Company")

 

Result of EGM and Cash Exit, Investment by JP Morgan Asset Management International Limited and Change of Name

 

The Directors are pleased to announce that the resolution put to Shareholders at the Extraordinary General Meeting ("EGM") held today to change the Company's investment policy to permit investment into the Tactical Credit Fund ("HTCF"), a fund managed by Highbridge Capital Management, LLC, adopt the New Articles and change the name of the Company was passed and the Revised Continuation Conditions have been met. Accordingly, as described in the Circular to Shareholders dated 28 August 2019 (the "Circular"), the Company's investment policy has been changed, the New Articles have been adopted and the Company's name will be changed in due course. Resolution 2 was not passed.  Further details in relation to voting at the EGM is set out below.

 

Investment by JPMorgan Asset Management International Limited

 

Further to the announcement of 12 September 2019, regarding the proposed investment by JPMorgan Asset Management International Limited ("JPMAM"), an affiliate of Highbridge Capital Management, LLC, the Company's investment manager, the Board has resolved to accept the investment. Accordingly the Company has today issued out of treasury 1,500,046 new ordinary Sterling shares of no par value in the Company ("Shares") at a price of 216.66 pence per Share (the "Subscription Price"), to JPMAM. This represents a total investment of £3,250,000, in consideration for shares in HCC, which will convert over time into Class F Sterling shares of the TCF Feeder. The Subscription Price is equal to the most recently published unaudited Net Asset Value per Share of the Company as announced earlier today.

 

The investment by JPMAM constitutes a smaller related party transaction falling to be disclosed under LR11.1.10R and has been aggregated with the two transactions entered into with Highbridge set out in the Circular.

 

Results of the Subsequent Cash Exit Offer

 

As part of the Proposals, Shareholders were offered the opportunity to redeem up to 100 per cent. of their Shares in the Company as at the Record Date. The Cash Exit Offer closed on 13 September 2019.

 

Pursuant to the Subsequent Cash Exit Offer, 12,305,776 Shares will be redeemed and subsequently cancelled on 18 September 2019 ("Cash Exit Shares"). Based on the latest published unaudited net asset value per Share as at 13 September 2019 announced earlier today, the Company will have ongoing aggregate net assets of approximately £50.02m, having taken account of the Cash Exit Proceeds and JPMAM's investment.

 

The Board will shortly submit the necessary election to redeem the portion of Company's holding in HCC which is attributable to those Shares redeemed pursuant to the Initial Cash Exit Offer and to be redeemed pursuant to the Subsequent Cash Exit Offer.

 

The indicative timetable for Subsequent Cash Exit Offers is set out below:

 

Redemption and cancellation of Shares pursuant to the Subsequent Cash Exit Offer	18 September 2019
Announcement of the level of initial cash distribution to be made to Shareholders redeeming Shares in the Subsequent Cash Exit Offer	By Early October 2019
Initial, subsequent and final payment of Cash Exit Proceeds*	Within 5 Business Days following receipt by the Company of cash proceeds of realising assets comprised in the Redemption Portfolios**
*Shareholders should note that there is no CREST payment method available and therefore Shareholders holding their Shares through CREST (i.e., in uncertificated form) must complete and return (together with the submission of a TTE Instruction) a CREST Holder Form to the Registrars including bank details. Shareholders who have not indicated bank details (either in the Redemption Notice or the CREST Holder Form(s)) will be paid by cheque despatched at the latest known address as indicated on the Shareholders' register.   **Shareholders should note that the Company may hold back the payment of cash proceeds of realising assets comprised in the Redemption Portfolios until a material amount is available for distribution to redeeming Shareholders to avoid the cost and administrative burden of distributing small amounts.   Each of the times and dates in the above expected timetable 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 date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service. All references are to London time unless otherwise stated.

Result of Extraordinary General Meeting

 

Special Resolution		For (See Note 1)		Against (See Note 1)		Votes Withheld (See  Note 2)	Total Votes Cast
		Votes For	%	Votes Against	%
1	To change the investment policy, adopt new articles and change the Company's name	15,492,255	99.99	2,010	0.01	0	15,494,265
2	To disapply pre-emption rights on the issue of ordinary shares for cash	8,251,120	53.25	7,243,145	46.75	0	15,494,265

 

Notes:

1. "Votes For" includes those giving the Chairman discretion and votes "For" and "Against" are expressed as a percentage of votes received.

2. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the votes "For" and "Against" a resolution.

 

The Company notes that a significant number of votes were cast against resolution 2. The Company has liaised extensively with shareholders and given the feedback received, the Board is disappointed that this resolution was not passed. The Board will engage with the relevant shareholders and, in accordance with the UK Corporate Governance Code 2018, expects to provide an update on this consultation process within six months.

 

The full text of the resolutions can be found in the Circular, which is available at https://www.highbridgemsfltd.co.uk/. In accordance with Listing Rule 9.6.2R a copy of the resolutions has been submitted to the National Storage Mechanism, and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM

 

Change of Name

 

The Company's name will shortly be changed to Highbridge Tactical Credit Fund Limited and a further announcement will be made in due course.

 

Total Voting Rights

 

Following the issue of Shares to JPMAM today, the Company's issued share capital comprises 61,557,611 Shares, of which 26,166,818 Shares are held by the Company in treasury. Accordingly, the total number of voting rights in the Company is 35,390,793 and this figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

A further announcement regarding the total voting rights of the Company will be made following the cancellation of the Cash Exit Shares on 18 September 2019.

 

Terms used and not defined in this announcement will bear the meanings given in the Circular.

 

 

Enquiries:

 

Peel Hunt LLP		020 7418 8900
Liz Yong / Luke Simpson
Praxis Fund Services Limited		01481 737 600
Company Secretary

 

 

LEI: 213800397SYHLYFH5961

 

 

IMPORTANT INFORMATION

 

This announcement appears as a matter of record only and does not constitute an offer to issue or sell, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities in any jurisdiction. The information contained in this announcement is given at the date of its publication and is subject to updating, revision and amendment. The contents of this announcement have not been approved by any competent regulatory or supervisory authority.

 

All investments are subject to risk. Past performance is no guarantee of future returns. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results. This document is not intended to constitute legal, tax or accounting advice or investment recommendations. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. Statements contained in this document that are not historical facts are "forward-looking statements" which are based on current expectations, estimates, projections, opinions and beliefs of the Company and/or its investment manager. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Forward-looking statements can be identified in some cases by the use of forward-looking terminology, including terms such as "intends", "intention", "will", "continue", "believe", "view" or, in each case, variations or comparable terminology. Forward-looking statements are not guarantees of future events or performance. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Actual events or results or the actual performance of the Company and/or TCF may differ materially from those reflected or contemplated in such forward-looking statements.