15 October 2007
Absolute Capital Management Holdings Limited (the “Company”)
Funds Update
The Company is pleased to report that it is making good progress in securing investor support for the funds’ restructuring proposals. The Company confirms that it has held informal discussion with investors holding approximately 70% of the shares of those funds proposing to restructure, and has received indications of support for the proposals from substantially all of those investors. Meetings and teleconference calls with the balance of fund investors are being arranged in advance of the circulars’ 19 October 2007 return date.
On 3 October 2007, the Company received notice of two petitions filed in the Grand Court of the Cayman Islands by Mr. John Bruhl, a shareholder in each of the Absolute European Catalyst Fund Limited and the Absolute Octane Fund Limited. The petitioner requests, among other things, that the Court order these funds be wound up and that Krys & Associates Cayman Ltd., Cayman Islands, be appointed provisional liquidators of the funds. The Absolute European Catalyst Fund Limited and the Absolute Octane Fund Limited oppose the petitions. The funds have been successful in having the applications for the appointment of provisional liquidators adjourned from the originally scheduled 10 October 2007 hearing date to 31 October 2007, at the earliest, pursuant to a consent order made by the Grand Court of the Cayman Islands on 10 October 2007. This will provide sufficient time for investors to make their views on the proposed restructuring known. In opposing the petitions, the funds have the support of several large investors who have made written submissions to the Court and/or directed their own Cayman Islands counsel to intervene.
An undertaking to make no modification of the rights of the funds’ shareholders without approval obtained by way of shareholder meetings was agreed by the Absolute European Catalyst Fund Limited and the Absolute Octane Fund Limited as a term of the aforementioned consent order deferring the hearing date of the petitions. On the basis that Absolute European Catalyst Fund Limited and Absolute Octane Fund Limited receive a sufficient level of investor support to the proposals, the Company will proceed to requisition extraordinary general meetings of shareholders of such funds to give formal approval to the modification of the shareholder rights envisaged in the current restructuring proposal and the subsequent adoption of amended articles of association reflecting the terms of the proposed restructuring by the Company. Implementing the proposed restructuring in this manner will require the sanction of a resolution of such shareholders holding not less than three quarters of these funds’ participating shares present in person or represented by proxy at the meetings. The Company anticipates that it will requisition (or, alternatively, the Directors of the funds might call) meetings of the shareholders of these funds as well as of the Absolute Return Europe Fund Limited and the Absolute East West Fund Limited following an assessment of the returns received from investors on 19 October 2007. Under the funds’ articles of association, meetings of shareholders may be held on seven days’ notice, and are likely to be held prior to 31 October 2007.
The Company anticipates making further announcements concerning the status and progress of the fund restructuring as circumstances require.