The Board of Himalayan Fund NV decided to initiate the liquidation of the fund and has suspended the purchase and re-puchase of Ordinary Shares with immediate effect. After over 25 years this will also end the listing on the London Stock Exchange as well as on Euronext Amsterdam. Shareholders will be compensated - pro rato per share - after selling all assets in the fund.
The single country investment fund was established in 1990 and had a listing on both exchanges from the start. At the launch the Fund had over 100 million US Dollar under management, the last few years this decreased to around USD 9 million. The Board of Directors decided to close down the Fund because the current size of the Fund does no longer sustain all the costs related to governance and regulatory demands.
The Directors have regularly reviewed the strategic options available to the Fund. The primary concern of the Directors has increasingly been the inability, over recent years, to find a new strategic distribution partner that is capable of generating a sustained flow of new cash subscriptions to the Fund.
Reluctantly, the Directors have concluded that without assured new cash inflows, the Board’s ability to manage the Fund with firm control of the expense base is uncertain. Accordingly, against such a background the Directors have concluded that the best course of action is to take the advantage of the current valuation level of the Indian stock markets and to liquidate the Fund.
To facilitate the liquidation of the Fund there will be a Extraordinary General Meeting of Shareholders in Amsterdam on Thursday 5 April 2018. When this General Meeting agrees with the dissololution of the Fund the portfolio will be liquidated and all existing contracts with services providers and suppliers will be brought to an end. After which all Shareholders will be compensated in cash based on the number of shares they hold. As of today trading in Ordinary Shares of Himalayan Fund NV is suspended on Euronext Amsterdam.
To guarantee the value of the Funds holdings the Board of Directors already moved to concentrate the portfolio in high quality, liquid stocks and feels that the current holdings can all be liquidated efficiently in a short time. The portfolio value is approximately US dollar 9 million. In respect of this, the average daily turnover in Indian stock markets is approximately US dollar 6 to -7 billion.
Liquidation of assets
The underlying portfolio cannot be liquidated until the liquidation resolutions are passed and as a result, there is a market risk arising from this process. The Board has already moved to concentrate the portfolio in high quality, liquid stocks and feels that the current holdings can all be liquidated efficiently in a short time.
There is a currency exchange risk on the conversion of liquidation proceeds to US Dollars. However, the Rupee/Dollar exchange rate has been relatively stable in a trading range of less than 5% and is therefore not deemed a material risk.
Repatriation of asset sale proceeds
The repatriation of proceeds is subject to receiving a tax clearance from the Indian tax authorities. The Fund’s tax advisers have advised that a negative response is unlikely.
The eventual Liquidation Value may be subject to claims from external parties for settlement of outstanding debts from claimants in The Netherlands and India. The Fund will publish an advertisement of its intention to liquidate in both countries. As the Fund has historically dealt with a limited number of service providers and will make appropriate provisions for known obligations, this is not deemed to be a material risk.
Action to be taken in respect of the General Meeting
Shareholders can receive a Form of Proxy for use at the General Meeting via the Company Secretary.
A shareholder shall only be entitled to attend and vote at the EGMs whether in person or by proxy if such shareholder has deposited documentary proof of his shareholding obtained from their Intermediary, at the Registration Date at the registered office of the Fund (Legmeerdijk 182, 1187 NJ, Amstelveen,The Netherlands) at the latest at Friday 30 March 2018 before 16h00 in respect of which the shareholder shall be issued a receipt. A receipt must be presented to gain entry to the meeting.
All instruments of proxy must be deposited at the registered office of the Fund at the latest at Tuesday 3 April 2018 before 12h30. The lodging of a form of proxy does not prevent a shareholder from attending and voting if he wishes
General Meeting of Shareholders
Te General Meeting of Shareholders will be held at Thursday April 5th, 2018 at Herengracht 124-128, 1015 BT Amsterdam, The Netherlands at 12.30PM.