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Oryx Fund Ld (ORY)

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Tuesday 07 September, 2004

Oryx Fund Ld

Liquidation of the Company

Oryx Fund Ld
07 September 2004



7 September 2004

Oryx Fund Limited ('Company')

Recommended Proposals for the Liquidation of the Company

PART 1

Further to the announcement made on 1st July 2004, the Board of the Company now
announces the posting of a circular to Shareholders seeking their approval for
the winding-up of the Company (the 'Circular').

                                    SUMMARY

The Circular contains proposals for the voluntary liquidation of the Company.
The Company's principal asset is a 49 per cent. holding of the units of the Oryx
JIA, a joint investment account established in Oman.

On September 6, 2004, Oryx JIA issued a circular to its unitholders containing
details of the arrangements for its termination. The text of the English
translation of that circular is set out in the Appendix to the Circular. The
options available to unitholders under the termination are:

 i. to continue their investment in countries belonging to the Gulf Co-Operation
    Council ('GCC') through a successor vehicle, Oryx (2004) Fund; and/or
ii. to receive the net proceeds (the time of receipt and amount of which are
    uncertain) from the disposal of the portion of the portfolio of Oryx JIA
    attributable to their holding.

Unitholders can elect different options in respect of each of the units in their
holding.

The Company has received a Form of Election in its capacity as unitholder of
Oryx JIA, with which it can elect amongst the options described above. The Board
proposes to seek instructions from each Shareholder as to the elections to be
made in respect of the portion of the Company's holding of units attributable to
the Shares held and to reflect those instructions in the election it submits to
the Oryx JIA.

Choices available to Shareholders

Shareholders may elect to instruct the Company to elect in respect of the units
in Oryx JIA attributable to their holding in any one (or a combination) of the
following ways:

Option A - Rollover into Oryx (2004) Fund

Shareholders who are eligible to acquire units in Oryx (2004) Fund ('Eligible
Shareholders') may choose to instruct the Company to elect to receive units in
Oryx (2004) Fund in respect of the units in Oryx JIA attributable to their
holding of shares in the Company ('Shares'). Oryx (2004) Fund is a new Oman
investment fund to be managed by Bank Muscat with a variable capital whose units
are to be listed on the Muscat Securities Market, with similar investment
objectives and a similar investment team to Oryx JIA.

Although the Oryx (2004) Fund has been approved for direct sale to the public in
Oman, it is an 'unregulated collective investment scheme' for the purpose of
English law and thus cannot be promoted or sold to the general public within the
UK. The prospectus for the Oryx (2004) Fund will accordingly be made available
to Shareholders with registered addresses in the UK only on request and if the
Shareholder is regulated by the Financial Services Authority, or if the request
is from a Shareholder's duly authorised financial adviser.

The prospectus will be made available to Shareholders with registered addresses
in jurisdictions other than the UK only on request and if the Board of Directors
is satisfied that the provision of the prospectus will comply with the laws
applicable in the relevant jurisdiction(s).

Eligible Shareholders who validly elect for Option A will receive, on the
liquidation of the Company, units in Oryx (2004) Fund.

Option B - Receive cash distributions based on the realisation proceeds of the
portion of the portfolio of Oryx JIA represented by the units attributable to
their Shares

If Shareholders choose this option, the Company will elect to receive the net
proceeds from the realisation of that part of the portfolio of Oryx JIA that is
attributable to the units attributable to the Shares held.

Shareholders who elect for this option will receive, as part of the liquidation
of the Company, cash equal to the cash received from Bank Muscat in respect of
the underlying units in Oryx JIA attributable to their holding, together with a
pro rata share of the net cash held by the Company (see below). Both the amount
and the timing of distributions by Bank Muscat - and thus the amounts received
by Shareholders and their timing - depend on, amongst other matters, market
conditions in Oman and are uncertain.

Shareholders who fail to return a Form of Election will be deemed to have
elected in favour of Option B and thus to have irrevocably elected to receive
cash distributions.



Company's other assets

The Company's only significant asset, other than the holding of units in Oryx
JIA, is cash. The Company will use this to meet its expenses and liabilities.
The balance will then be distributed pro rata to Shareholders, except that the
cash attributable to Shareholders who elect for Option A will be used to acquire
units in Oryx (2004) Fund.

Benefits of the Proposals

  • The proposals offer Shareholders greater flexibility than a
    straightforward termination of Oryx JIA and liquidation of the Company, with
    Eligible Shareholders who wish to retain a degree of continuity of
    investment manager and style being able to do so through units in Oryx
    (2004) Fund, a new fund that represents an opportunity to gain exposure to
    the GCC markets through an investment vehicle whose advisers have
    established local and international credentials.
  • Shareholders who 'roll over' into Oryx (2004) Fund will, as a result of
    Oryx (2004) Fund's open-ended structure, have the ability to realise their
    investment at a price based on the underlying asset value at the time of
    sale of their choosing.

The termination of the Oryx JIA represents an opportune moment for the
liquidation of the Company. When the Company was launched, in 1994, it
represented the only way in which non-GCC investors could gain access to the
Oman securities markets. This is no longer the case and the Board of Directors
considers that the administrative and other additional costs inherent in
investing through a separate London listed 'feeder fund' rather than directly
through units in the Oryx (2004) Fund can no longer be justified.



Oryx Fund Limited ('Company')

Recommended Proposals for the Liquidation of the Company


PART 2

Background

Yesterday, September 6, 2004, Oryx JIA, announced the arrangements for its
termination in a circular the text of which is set out in the Appendix to the
circular sent to Shareholders today. The Company's principal asset is a holding
of 49% of the units in Oryx JIA. At the same time, the Board of Directors is
required to include, in the business of this year's annual general meeting of
the Company, a special resolution that the Company commences liquidation. The
Board considers the termination of Oryx JIA an opportune moment for the
liquidation to commence.

The Circular sets out full details of the proposed arrangements for the
Company's participation in the Oryx JIA termination and the Company's
liquidation and to explain the reasons why the Board of Directors is unanimously
recommending that Shareholders vote in favour of the proposals, including the
liquidation of the Company.

A proxy form for use in connection with the Extraordinary General Meeting of the
Company accompanies the Circular. Resolutions will be proposed at the EGM to
approve the proposals described in the Circular and the commencement of the
winding up of the Company.

The Scheme

The arrangements for the Oryx JIA's termination are described in the Oryx JIA
circular. The Company intends to make elections in respect of the units in Oryx
JIA that it holds in accordance with the instructions of Shareholders.
Shareholders are accordingly requested to instruct the Company, using the Form
of Election enclosed with the Circular, as to the elections the Company should
make in respect of the units in Oryx JIA that are attributable to their
Shareholding.

Options for shareholders

There are two options available to Eligible Shareholders:

The Rollover Option

Eligible Shareholders electing for this option will receive units in Oryx (2004)
Fund ('Units'), a new investment fund to be listed on the Muscat Securities
Market, in respect of the units in Oryx JIA and the portion of the Company's net
cash attributable to their Shares. Oryx (2004) Fund has a comparable investment
objective and a similar investment management team to Oryx JIA.

The number of Units which a Shareholder will receive will be based on the number
of Units the Company receives in respect of the units in Oryx JIA attributable
to the Shares in respect of which the Shareholder elects for this option,
together with any other Units that may be acquired using his entitlement to the
Company's net cash (see below).

Although Oryx (2004) Fund has been approved for direct sale to the public in
Oman, it is an 'unregulated collective investment scheme' under English law and
accordingly cannot be promoted or sold direct to the general public within the
UK. As a result, the prospectus of the Oryx (2004) Fund will be made available
to Shareholders with registered addresses in the UK only on request and if the
Shareholder is regulated by the Financial Services Authority, or if the request
is from a Shareholder's duly authorised financial adviser. Shareholders with
registered addresses outside the UK will only be sent the prospectus on request
and if the Board of Directors is satisfied that this would comply with all laws
applicable in the relevant jurisdiction(s).

The Rollover Option allows those Shareholders who are eligible to invest in Oryx
(2004) Fund and to continue to be exposed to the GCC markets.

The Realisation Option

Shareholders electing for this option will receive cash as part of the
liquidation of the Company. The amount of the cash will be equal to the sum of:
(i) the net realisation proceeds of that portion of the Oryx JIA portfolio which
is attributable to the units in the Oryx JIA that are attributable to the Shares
in respect of which the Shareholder has, or is deemed to have, elected for this
option; and (ii) the portion of the Company's net cash attributable to such
Shares.

Please note that the timing of distributions and their amount will depend on the
realisation process in Oman.

General

Shareholders who receive a copy of the Prospectus for the Oryx (2004) Fund as
well as the Form of Election (being sent to all Shareholders with the Circular)
may choose different options (or combinations of options) in respect of each of
their Shares.

Shareholders who do not return a Form of Election will be deemed to have elected
for the Realisation Option in respect of all their Shares.

Mechanics of the proposals

The Circular contains a notice convening an Extraordinary General Meeting of the
Company (the 'EGM') and is accompanied by a Form of Election to enable
Shareholders to choose between the options available.

At the EGM it will be proposed that the proposals set out in the Circular be
approved and that the Shares be reclassified as necessary to implement the
proposals. The reclassification will be implemented by amendment of the
Articles. Full details of the amendments are contained in the first Special
Resolution to be proposed at the EGM which is set out in the Circular.

A second Special Resolution will also be proposed to appoint John Dunford and
Brendan McMahon as liquidators of the Company and to commence the liquidation of
the Company following the termination of the Oryx JIA.

On termination of the Oryx JIA, the Company's assets will be split into two
pools: the 'A' Pool, consisting of the Units in Oryx (2004) Fund received (or to
be received) as a result of the Oryx JIA termination; and the 'B' Pool,
consisting of the rights to receive the net realisation proceeds of the portion
of the Oryx JIA portfolio attributable to the units in the Oryx JIA that are
attributable to Shares whose holders have, or have been deemed to have, elected
for the Realisation Option, together in each case with a pro-rata share of the
Company's net cash and other assets, which share, in the case of the 'A' Pool,
will be used to acquire further Units.

Immediately after their appointment, the Company's liquidators will transfer
cash from the pools to a reserve of sufficient size to allow for the outstanding
and contingent liabilities of the Company, together with £100,000 to cover any
unrecorded liabilities. Any assets that are not rights in relation to the Oryx
JIA or cash will also be transferred to the reserve, for realisation by the
liquidators in the course of the liquidation. The cash will be taken from the
pools on a pro rata basis.

The liquidators will then distribute, to the extent practicable, the assets in
the 'A' Pool and the 'B' Pool to Shareholders on the basis of their elections.
Distributions to Shareholders who have elected for the Realisation Option will
depend on the timing and amount of distributions from Oryx JIA.

Any surplus remaining in the reserve when all liabilities of the Company have
been settled will be distributed in cash to Shareholders on the register at the
date on which the proposals become effective, although entitlement to less than
$10.00 will be aggregated and transferred to the Oryx (2004) Fund without any
issue of units.

Benefits of the Proposals

  • The proposals offer Shareholders greater flexibility than a
    straightforward termination of Oryx JIA and liquidation of the Company, with
    Eligible Shareholders who wish to retain a degree of continuity of
    investment manager and style being able to do so through units in Oryx
    (2004) Fund, which represents an opportunity to gain exposure to the GCC
    markets through a fund whose advisers have established local and
    international credentials.
  • Eligible Shareholders who 'roll over' into Oryx (2004) Fund will, as a
    result of Oryx (2004) Fund's open-ended structure, have the ability to
    realise their investment at a price based on the underlying asset value at
    the time of sale of their choosing.
  • Shareholders who elect for the Realisation Option will be able to receive
    cash in a more timely manner than is likely to be available as a result of
    straightforward liquidation of the Oryx JIA and liquidation of the Company.

The termination of the Oryx JIA will also represent an opportune moment for the
liquidation of the Company. When the Company was launched, in 1994, it
represented the only way in which non-GCC investors could gain access to the
Oman securities markets. This is no longer the case and the Board of Directors
considers that the additional administrative and other costs inherent in
investing through a separate London listed 'feeder fund' rather than directly
through units in the Oryx (2004) Fund can no longer be justified.

Conditions

Implementation of the Proposals is conditional upon the passing of the necessary
resolutions at the EGM. If the liquidation of the Company is not approved the
Company would continue to hold its assets, a combination of Units in Oryx (2004)
Fund and cash, for the benefit of Shareholders. In this event, the Directors
envisage seeking methods by which the Units could be sold to those Shareholders
who elected for them and the Company continuing until liquidation holding only
cash. The expenses would, however, be likely to be greater than under the
proposals and the sums received by Shareholders would be correspondingly
reduced.

Dealings and Settlement

Ordinary Shares

The share register will be closed and Ordinary Shares will be disabled in
Euroclear at 7.30 a.m. on 15th September, 2004. The last day for dealings in
Ordinary Shares on the London Stock Exchange for normal account settlement (to
enable settlement prior to the Record Date) will accordingly be 13th September,
2004. From 13th September, 2004 dealings will be for cash settlement only and
will be registered in the normal way if the transfer, accompanied by the
documents of title, is received by the Company's Registrar on or before 7.30
a.m. on 15th September, 2004. Transfers received after that time may be
disregarded for the purposes of the proposals.

The listing of the Shares will be suspended at 7.30 a.m. on 15 September, 2004
and cancelled on or about 31 October, 2004.

Reclassified Shares

No documents of title will be issued in respect of the Shares after their
reclassification pursuant to the proposals. The reclassification of the Shares
into 'A' Shares and 'B' Shares is a technical requirement of the Proposals. The
Shares, when reclassified, will rank pari passu with each other for all purposes
save that, on a winding-up of the Company, the rights attached to the 'A' Shares
will be satisfied by the distribution of the 'A' Pool to 'A' Shareholders and
the rights attached to the 'B' Shares will be satisfied by the distribution of
the 'B' Pool to 'B' Shareholders. The reclassified Shares will not be listed.

Distribution to Shareholders

Rollover Option

If the Proposals are approved, Units are expected to be distributed to 'A'
Shareholders (i.e. Eligible Shareholders to the extent they have elected for the
Rollover Option) on or about October 2, 2004.

Realisation Option

The timing of the distribution of cheques to 'B' Shareholders (i.e. Shareholders
to the extent they have elected or deemed to have elected for the Realisation
Option), as well as the amounts, will depend on the progress of the realisation
of that portion of the portfolio of Oryx JIA not transferred to Oryx (2004) Fund
and receipts from Oryx JIA and are accordingly uncertain. The initial
distribution is expected to be made in the week commencing October 4, 2004.

Costs and Expenses

The costs and expenses incurred by the Company in relation to the proposals,
including fees for financial advice and legal advice and the fees of the
liquidators, are currently estimated to be £200,000. These costs and expenses
will be paid by the Company and shared pro rata between Shareholders,
irrespective of which of the options they elect in respect of their Shares.

The costs and expenses incurred by Oryx JIA in implementing the proposals will
be deducted from the assets of Oryx JIA in the manner described in the Oryx JIA
circular, the text of which appears as the Appendix to the Circular.

Shareholder Meeting

The Proposals require the approval of Shareholders. Notice of the requisite
Extraordinary General Meeting is set out at the end of the Circular.

EGM

The EGM will be held at 10.30 a.m. at Arnold House, St. Julian's Avenue, St.
Peter Port, Guernsey on September 30, 2004. At this meeting a special resolution
will be proposed to reclassify the Ordinary Shares as necessary to implement the
proposals. The reclassification will be implemented by amendment of the Articles
by special resolution. For this resolution to be passed 75% of the votes cast
must be in favour.

If this special resolution is approved, those Eligible Shareholders who elect to
roll over into Oryx (2004) Fund will hold 'A' Shares giving them the right to
receive Units in the Fund on the winding up of the Company.

Those Shareholders who elect to receive a cash distribution based on the net
realisation proceeds of the portion of the Oryx JIA portfolio attributable to
their Shares will hold 'B' Shares giving them the right to receive a pro rata
share of the relevant net realisation proceeds and a pro-rata share in the
Company's net cash on liquidation.

A second special resolution will also be proposed for the winding-up of the
Company and the appointment of the liquidators conditional upon termination of
Oryx JIA. For this special resolution to be passed, at least 75 per cent. of the
votes cast must also be in favour.

Oryx JIA will in any event terminate and if the second special resolution is not
passed the Company may then hold a combination of Units in Oryx (2004) Fund and
cash. In this event, the Directors envisage seeking methods by which the Units
could be sold to those Shareholders who elected for them and the Company
continuing until liquidation holding only cash. The expenses would, however, be
likely to be greater than under the proposals and the sums received by
Shareholders would be correspondingly reduced.

Action to be Taken

Shareholders are requested to return their Proxy Form for the Extraordinary
General Meeting as soon as possible and in any event not later than 10.30 a.m.
on September 28, 2004.

Shareholders who wish to consider electing for Units in the Oryx (2004) Fund (or
their financial adviser) should contact the Company Secretary at Arnold House,
St Julian's Avenue, St Peter Port, Guernsey, Channel Islands as soon as
possible. A prospectus for the Oryx (2004) Fund will be forwarded if the Board
of Directors is satisfied that the prospectus may be forwarded without breach of
any applicable laws or regulation. Shareholders who wish to elect for the
Rollover Option should note that the Form of Election must be received as soon
as possible and in any event by 5.00 p.m. on September 14, 2004.

Form of Election

If a Shareholder does not return a Form of Election, the Shareholder will be
deemed to have elected for the Realisation Option in respect of all the units in
Oryx JIA attributable to all his Shares.

Recommendation

The Board believes the Proposals are in the best interests of Shareholders as a
whole. The Directors have received advice from Teather & Greenwood and, in
providing its advice, Teather & Greenwood has relied on the Directors'
commercial assessments.

The Board unanimously recommends Shareholders to vote in favour of the
resolutions to be proposed at the Meeting irrespective of any elections
Shareholders may wish to make.

The choice between the options available under the proposals is a matter for
Eligible Shareholders. Where applicable, the choice will be influenced by
individual eligibility, financial and tax circumstances and particular
investment objectives and Shareholders to whom this applies are recommended to
seek advice from their own independent financial adviser.



                               EXPECTED TIMETABLE

2004
September 14 at 5.00 p.m.                       Latest time for receipt of Forms of Election
September 15 at 7.30 a.m                        Dealings in Ordinary Shares suspended
September 28 at 10.30 a.m.                      Latest time for receipt of Forms of Proxy for the
                                                Extraordinary General Meeting
September 30 at 10.30 a.m                       Extraordinary General Meeting and liquidator appointed
September 30 at 11.00 a.m.                      Oryx JIA termination scheme implemented
October 2                                       Units in Oryx (2004) Fund issued to Shareholders who have
                                                validly elected for them
October 5                                       First distribution of cash expected to Shareholders who
                                                elect for cash




The definitions used in this announcement are as set out in the circular.

A copy of the circular is available for inspection at the UKLA's Document
Viewing Facility at 25 The North Colonnade, Canary Wharf, London E14 5HS.

Enquiries:

Paul Fincham/Jonathan Becher, Teather & Greenwood (44) 0207 426 9000

Tamsin Hooton, Management International (Guernsey) Limited (44) 01481 707 088

Teather & Greenwood, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Oryx Fund Limited and no-one
else in connection with the contents of the announcement and will not be
responsible to anyone other than Oryx Fund Limited for providing the protections
afforded to customers of Teather & Greenwood or providing advice in relation to
the contents of this announcement or any matters referred to herein.




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