Boussard & Gavaudan Holding Ltd (EUR): Publication of Circular and notices of Extraordinary General Meeting and Class Meetings (Managed Wind-Down)

Boussard & Gavaudan Holding Limited
(the "Company”)

a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registration number 45582

Legal Entity Identifier: 5493002XNM3W9D6DF327

Publication of Circular and Notices of Extraordinary General Meeting and Class Meetings

As announced by the Company on 24 July 2023, after extensive consultation with its Investment Manager, Boussard & Gavaudan Investment Management LLP (the "Investment Manager"), and its advisers and certain shareholders, the board of directors of the Company (the "Board") has decided to put forward proposals to the Company's shareholders ("Shareholders") for a managed wind-down of the Company (the "Managed Wind-down").

A circular (the "Circular") containing details of the proposals in respect of the Managed Wind-down (the "Proposals") and convening an extraordinary general meeting (the "Extraordinary General Meeting" or "EGM") and separate class meetings of holders of Euro Shares (the "Euro Class Meeting") and Sterling Shares (the "Sterling Class Meeting" and, together with the Euro Class Meeting, the "Class Meetings") has been published today and has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular is also available on the Company's website: https://www.bgholdingltd.com/shareholder.php.

This announcement provides a summary of the information set out in the Circular and Shareholders should refer to the Circular for full details of the Proposals.

Details of the proposed Managed Wind-down

Should the Managed Wind-down be approved by Shareholders, it will not result in the immediate liquidation of the Company. Instead, the Board intends to work with the Investment Manager to implement an orderly realisation of the Company's underlying assets in a manner consistent with the liquidity of the Company's portfolio. The Board expects the orderly realisation to be completed by the end of 2024, following which the net realisation proceeds will be returned to Shareholders (whether pursuant to the Rollover Option or the Cash Exit, as described below).

Pursuant to the Managed Wind-down, the Board intends to offer to eligible Shareholders the option to elect to rollover all or part of their investment in the Company into new shares in a sub-fund of BG Eire ICAV, managed by the Investment Manager, or such other vehicle as may be considered suitable by the Board and the Investment Manager (the "BG Rollover Fund") (the "Rollover Option"). The Board understands that, irrespective of the Proposals for the Company, the Investment Manager (and the wider Boussard & Gavaudan Group) remains committed to its investment management business and will continue to manage a range of investment products including alternative, private and mutual funds focussed on multi-strategy, convertible bonds and private credit/direct lending. The Rollover Option is therefore intended to provide eligible Shareholders the flexibility to remain invested in a vehicle managed by the Investment Manager's group.

Shareholders who do not or are not eligible to elect for the Rollover Option shall instead receive cash pursuant to a full cash exit prior to the Company formally entering into liquidation (the "Cash Exit").

A Shareholder circular containing details of the proposed Rollover Option (including the full eligibility requirements for investment in the BG Rollover Fund, which will include a minimum subscription amount of €500,000 or its currency equivalent) and the Cash Exit, together with election forms for eligible Shareholders wishing to participate in the Rollover Option, is expected to be published in the second half of 2024.

Extraordinary General Meeting and Class Meetings

The purpose of the Extraordinary General Meeting and the Class Meetings (the "Meetings") is to allow the Shareholders to consider and, if thought fit, pass resolutions (the "Resolutions") which seek Shareholders' approval to:

(i)    amend the Company's Investment Objective and Policy in order for the Company to follow the Managed Wind-down process set out in the Circular;

(ii)    convert the Shares into ordinary shares that are redeemable at the option of the Company, to allow for the net realisation proceeds of the assets realised in accordance with the Managed Wind-down (less expenses and the costs of subsequently de-listing and liquidating the Company) to be returned to Shareholders pursuant to the Rollover Option or the Cash Exit by way of a pro rata redemption of their Shares, as described in more detail in the Circular; and

(iii)    amend the articles of incorporation of the Company to allow the Directors to carry out compulsory redemptions of Shares, as described in more detail in the Circular.

The EGM will be held at Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT at 11.30 a.m. on 28 September 2023. The Euro Class Meeting and Sterling Class Meeting will be held at the same venue on the same date at 11.45 a.m. and 12.00 p.m. respectively.

The notices of the Meetings, which include the full text of the Resolutions, are set out in Part II, Part III and Part IV of the Circular.

Action to be taken by Shareholders

Whether or not you intend to be present at the Meetings, you are requested to complete, sign and return the relevant forms of proxy enclosed with the Circular, in accordance with the instructions printed thereon, so as to be received: (i) in respect of Euro Shares held via Euroclear Nederland, electronically by Van Lanschot Kempen N.V., Beethovenstraat 300, attn T&S/OS/Agency Services L11, 1077 WZ Amsterdam, the Netherlands (by e-mail at proxyvoting@vanlanschotkempen.com or by fax at +31 20 348 9549); or (ii) in respect of Shares held in CREST and Shares held in certificated form, by email to registrars@jtcgroup.com or by post or by hand to JTC Registrars Limited, Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT, as soon as possible but in any event so as to arrive not later than 48 hours before the time appointed for the Extraordinary General Meeting or relevant Class Meeting (or at any adjournment of such meetings), as applicable.

The lodging of a form of proxy will not prevent a Shareholder from attending the Extraordinary General Meeting or relevant Class Meeting and voting in person if they so wish.

Recommendation

The Board considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. The Board recommends that:

• all Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting; and
• the Euro Shareholders and the Sterling Shareholders vote in favour of the Resolutions to be proposed at the Euro Class Meeting and the Sterling Class Meeting, respectively.

The Directors intend to vote in favour of all Resolutions in respect of their own beneficial holdings of Shares, including Shares held by persons closely associated with them, which, in aggregate, amount to 7,727 Shares, representing approximately 0.004 per cent. of the total voting rights in the Company.

Expected timetable of events

For further information please contact:

Boussard & Gavaudan Investment Management, LLP
Emmanuel Gavaudan  
+44 20 3751 5389

JTC Fund Solutions (Guernsey) Limited
Secretary
+44 (0) 1481 702400

29 August 2023

Website: www.bgholdingltd.com

The Company is established as a closed-ended investment company domiciled in Guernsey. The Company has been authorised by the Guernsey Financial Services Commission as an authorised closed-ended investment scheme. The Company is registered with the Dutch Authority for the Financial Markets as a collective investment scheme pursuant to article 2:73 in conjunction with 2:66 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). The shares of the Company (the "Shares") are listed on Euronext Amsterdam. The Shares are also listed on the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange plc's main market for listed securities.

This is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer or invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

Neither the Company nor BG Fund, a sub-fund of BG Umbrella Fund plc, has been, and neither will be, registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition the securities referenced in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"). Consequently any such securities may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, US persons except in accordance with the Securities Act or an exemption therefrom and under circumstances which will not require the issuer of such securities to register under the Investment Company Act. No public offering of any securities will be made in the United States.

You should always bear in mind that:

• all investment is subject to risk;
• results in the past are no guarantee of future results;
• the investment performance of BGHL may go down as well as up. You may not get back all of your original investment; and
• if you are in any doubt about the contents of this communication or if you consider making an investment decision, you are advised to seek expert financial advice.

This communication is for information purposes only and the information contained in this communication should not be relied upon as a substitute for financial or other professional advice.

END OF ANNOUNCEMENT

Attachments

• BGHL - EGM - Managed Wind-Down Circular (FINAL 29.08.2023)
• EGM Proxy Form re Euroclear Nederland 2023
• Class Meeting Proxy Form - Euroclear Nederland 2023
• EGM Proxy Form re Sterling Shares 2023
• Class Meeting Proxy Form - Sterling Shares 2023
• EGM Proxy Form re Euro shares held in Certificated form 2023
• Class Meeting Proxy Form - Euro Shares held in certificated form 2023