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The key issue determined by the Court was that the Redemption in Kind proposal put forward by the Fund and approved by the majority of the participating shareholders at an EGM held on 26 th July, 2011, was in breach of the terms of the Articles and the Prospectus.
The Court went on to find that the substratum of the Fund had been lost as a consequence of the expiration of the Wind-Down Period on 29 th June, 2012, and that the Fund must now be formally wound up. It was not clear to the Court whether the other shareholders had fully appreciated the possibility of liquidators being appointed by the Court in place of the directors and it ordered that their views should be ascertained.
That exercise has been undertaken and a further hearing took placed on 29 th and 30 th November, 2012, at the end of which the Court reserved its decision. On 4 th December, 2012, the Court ordered the winding up of the Fund under Article 155 of the Companies Law and appointed Mr Andrew Isham and Mr Gregory Branch of Deloitte LLP as joint liquidators. We now set out our reasons.
We should first summarise the steps taken following the hearing on 1 st August, 2012.
On 31 st August, 2012, $39M was distributed by the Fund to the participating shareholders, leaving the Fund with approximately $5M in cash and investments with joint venture partners in three real estate development projects in Russia described by the directors as extremely complex assets ("the real estate assets").
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