18 October 2023
HIGHBRIDGE TACTICAL CREDIT FUND LIMITED
("HTCF" or the "Company")
Company Update
Compulsory redemption
The Company's board (the Board) has resolved that pursuant to Article 138(2) of the Company's articles of incorporation, and subject to the provisions of The Companies (Guernsey ) Law, 2008 (the Company Law) , the Company will compulsorily redeem the majority of the Ordinary Shares in the Company on the 1 November 2023, leaving two shareholders, holding 1 share each, being the Chairman, Vic Holmes, and director, Steve Le Page, as the Company is required to have at least one member under the Company Law and in order that they may facilitate the placing of the Company into a voluntary liquidation immediately following the redemption.
The Board has made the decision to compulsorily redeem these Ordinary Shares to ensure that the current shareholders are treated no less favourably than redemption creditors (being former shareholders) by a liquidator. Under the Company Law, a liquidator is obliged to discharge the claims of creditors ahead of any monies due to shareholders.
| Compulsory Redemption Date | 1 November 2023 |
| Compulsory Redemption Record Date | 31 October 2023 |
| Aggregate amount to be distributed to shareholders | Initially nil with the potential for future distributions net ongoing expenses |
| Relevant Percentage of Ordinary Shares to be Redeemed | 100% of shares less one share held by each director |
| Compulsory Redemption Price | Based on the NAV realised by the Liquidator from the underlying assets |
| New ISIN | n/a due to delisting of remaining shares on or around 1 November 2023 |
Shareholders should note that any amount they may ultimately receive in respect of this redemption will vary with the value of the underlying assets and the costs of the liquidation - as is the case for existing creditors of the Company arising from previous redemption events (see the most recent financial report of the Company for details). The Board cannot estimate the value of any of the elements in the underlying AllBlue portfolio due to the complexity of the structure. The apportionment policy for the proceeds of any fines successfully imposed by the FCA is also not known as these fines relate to several years of activity by BlueCrest.
The Company's shares will also be suspended from trading on the London Stock Exchange on 1 November 2023. Further, it is intended that immediately following the compulsory redemption, the Company's two shareholders will hold a short notice shareholder meeting to resolve to delist the Company's shares from the London Stock Exchange and appoint a liquidator. The Company also, as a cost saving measure, does not intend to publish its financial statements for the year ended 30 June 2023.
AllBlue
The Company's only remaining asset except for cash is the residual holding in AllBlue Limited.
Your Board understands the assets of AllBlue currently consist of:
1. An interest in the principal value of junior secured notes issued by Fernando JSN plc, with a sale unlikely to take place in the near future.
2. Settlement agreements which were reached in June 2023 in respect of legal claims (the "Claims") that were filed in New York and London in 2018 and 2019 respectively. Once the settlement amounts are received there will be no further recoveries associated with the Claims.
3. Residual investment portfolio positions which the Liquidators of AllBlue will continue to attempt realise for maximum value, but the potential for future significant recoveries is thought to be unlikely.
In addition, the FCA (in the form of a FCA Decision Notice) sought to impose a financial penalty of £40,806,700 on BlueCrest Capital Management (UK) LLP (BCMUK) as well as a redress program for non-US investors. According to a FCA Press Release, the FCA considers that between October 2011 and December 2015, BCMUK failed to manage fairly a conflict of interest relating to the allocation of time spent by portfolio managers on an internal fund. BCMUK elected to challenge the FCA Decision Notice and the redress requirement before the Upper Tribunal in the UK. The Upper Tribunal issued a decision on 21st June 2023 that the FCA's approach did not satisfy the necessary legal preconditions for imposing a redress scheme. Whilst the FCA Decision Notice did not disclose the amount of redress being considered for non-US investors an amount of USD 700 million is referenced in the Upper Tribunal decision. Both the FCA and BCMUK were granted permission to appeal the Upper Tribunal decision to an appellate court. Accordingly, the timeline and final outcome of the Upper Tribunal process remains uncertain.
A liquidator is obliged to discharge the claims of creditors ahead of any monies due to shareholders, and any future distributions from the Liquidators of AllBlue will be distributed accordingly.
For further information please contact:
| Sanne Fund Services (Guernsey) Limited Company Secretary
Tel: +44 (0) 20 3530 3111 | |
LEI: 213800397SYHLYFH5961
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