Alternative Liquidity ready to grow again – Alternative Liquidity Fund was established to provide liquidity to investors in alternative assets following the 2008-2009 financial crisis. The portfolio has been gradually sold off since 25 February 2019 and that process has largely been completed. As at 30 June 2021, the company had returned the majority of its assets to its existing shareholders. It is currently anticipated that the remaining assets in the existing portfolio will be realised fully within the next 12 to 24 months.
At an extraordinary general meeting held on 6 September 2021, shareholders voted in favour of a number of resolutions that supported the issue of a new class of ordinary shares, the appointment of Waverton Investment Management as investment manager of a new “ordinary portfolio” and the adoption of a new investment objective and policy for that ordinary portfolio. The pre-existing class of ordinary shares will be re-designated as the “realisation shares”.
New assets in the ordinary portfolio will be invested in a diversified portfolio of assets which Waverton considers have attractive medium to long-term return potential across both quoted public market and unquoted private market opportunities.
The company currently intends to publish a prospectus in Q1 2022. It is targeting minimum gross proceeds from an initial issue of £50m (maximum £150m). The ordinary shares will be issued at £1.00 each.
Waverton is a UK based investment management firm which, as at 31 December 2021, managed approximately £8.6bn of assets for a variety of clients including private clients, funds and charities. In making investments, Waverton is at all times acting as agent for and on behalf of discretionary managed clients.
Waverton intends to procure an aggregate investment of between approximately £24.8m and £30m as part of the initial issue across investment mandates on a discretionary basis for private clients, funds and charities. These and the manager will be regarded as acting in concert for the purposes of the Takeover Code (see below for an explanation of the implications of this).
Whatever happens, the Waverton concert party will not invest so much that it ends up with more than 49.9% of the total voting rights in the company. However, it could end up with more than 30%.
Rule 9 of the Takeover Code and background to the Rule 9 Waiver
Under Rule 9 of the Takeover Code, any person who acquires an interest in shares (as defined in the Takeover Code) which (taken together with shares in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all of the remaining shareholders to acquire their shares.
Rule 9 of the Takeover Code also provides, inter alia, that where any person, together with any persons acting in concert with him, is interested in shares carrying not less than 30 per cent. but does not hold shares carrying more than 50 per cent. of a company’s voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person.
An offer under Rule 9 of the Takeover Code must be made in cash and at the highest price paid by the person required to make the offer (or any persons acting in concert with him) for any such interests within the 12 months prior to the announcement of the offer.
For the purposes of the Takeover Code, a concert party arises where persons acting in concert pursuant to an agreement or understanding (whether formal or informal) co-operate, to obtain or consolidate control of that company. Control means a holding, or aggregate holdings, of interests in shares carrying in aggregate 30 per cent. or more of the voting rights (as defined in the Takeover Code), irrespective of whether the holding or holdings give de facto control.
The Panel has agreed to waive the obligation on the members of the Waverton concert party to make a general offer, provided independent shareholders vote to approve this at an upcoming extraordinary general meeting.
ALF : Alternative Liquidity ready to grow again