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Breadcrumbing
Home > Client Services Asset Management Closed Ended Investments Goldman Sachs Dynamic Opportunities Limited
Discount Management Provisions
As a listed closed-ended fund, there is always the possibility of one or more classes of Shares on occasion trading at a discount to their respective Net Asset Value (as defined in GSDO's prospectus).  However, in structuring GSDO, the directors of GSDO (the "Directors") have given consideration to the discount risk and how they may seek to manage this.

Discount floor provision
The Articles incorporate a discount management provision such that, the closing mid market share price of each share class on the day 5 business days after each estimated weekly NAV is released, is expressed as a percentage of the NAV of that share class as set out in that weekly estimate.  If the average of such percentages for any share class in any rolling 12 month period starting on 1 January 2008 is equal to or less than 95 per cent. (i.e. the shares of that class have traded, on average, at a discount in excess of 5 per cent. of the Net Asset Value of that class in that period), a continuation vote of that class of Ordinary Shares must be proposed within 4 months of such vote being triggered. If that resolution is not passed, the Directors will be required within 2 months to put proposals to Shareholders of that class offering to redeem (or proposals with substantially equivalent economic effect) their Ordinary Shares at an amount equal to the Net Asset Value of Ordinary Shares of that class as at the NAV Calculation Date immediately preceding the redemption date (less the costs of all such redemptions which may include costs of realising investments and/or costs of borrowing to fund such amounts). However, where one or more such resolutions in respect of the same period is/are not passed and the class(es) of Ordinary Shares involved represent 75 per cent. or more of the Company's net assets attributable to all Ordinary Shares at the last NAV Calculation Date on or immediately preceding the last of such meetings, the Directors may first (at their discretion) put forward alternative proposals to all Shareholders to wind up, reorganise or reconstruct the Company. If, however, such alternative proposals are not passed by the necessary majority of Shareholders, the Directors must proceed to offer to redeem the relevant class(es) of Ordinary Shares on the terms described above. Payment of any redemption amounts may be delayed pending realisation of sufficient investments in a manner that does not prejudice remaining shareholders and the costs of redemption may be significant.

Conversion between classes
The Articles contain provisions which allow Shareholders of any one class of Ordinary Shares to convert all or part of their holding into Ordinary Shares of any other class on a quarterly basis.

Shareholders may convert Ordinary Shares of any class into Ordinary Shares of any other class on the basis of the NAV of each class of Ordinary Shares as at the NAV Calculation Date referable to the months of December, March, June and September in each year (each a "Conversion Calculation Date") by giving not less than 5 business days notice to the Company in the prescribed form in advance of such Conversion Calculation Date and returning the relevant Share certificate to the Registrars or by submission of the relevant USE instruction (for uncertificated Shareholders holding Ordinary Shares in CREST) or any other instruction necessary for any other relevant system. The number of Ordinary Shares of one class into which Ordinary Shares of another class shall be converted shall be determined on the basis of the relative NAVs of each class on the relevant NAV Calculation Date. Fractions of Ordinary Shares arising on conversions will be rounded down. Shareholders who elect to convert Ordinary Shares will be unable to deal in those Ordinary Shares in the period between giving notice of conversion and the actual date of conversion which may be 40 business days or longer.

Purchases of Ordinary Shares by the Company
The Company has the authority to make market purchases of up to 14.99 per cent of each class of its Ordinary Shares currently in issue at the time the authority was granted, together with the authority to purchase Shares held by or on behalf of or for the benefit of Plans in accordance with the Articles. These authorities are renewed at each AGM. The timing of any purchases is decided by the Board.

Purchases pursuant to the general authority will only be made through the market for cash at prices below the prevailing Net Asset Value of an Ordinary Share of the relevant class where the Directors believe such purchases will result in an increase in the Net Asset Value of the remaining Ordinary Shares of that class, will assist in narrowing any discount to Net Asset Value at which the Ordinary Shares of that class may trade or will benefit the Company in other ways. Such purchases will only be made in accordance with the rules of the UK Listing Authority, which currently provide that the price to be paid must not be more than the higher of (i) 5 per cent. above the average of the mid-market values of the Ordinary Shares of that class for the 5 business days before the purchase is made and (ii) that stipulated in the Buy-Back and Stabilisation Regulation 2003, and otherwise in accordance with the Law and the Companies (Purchase of Own Shares) Ordinance 1998. In addition, purchases may be made in consequence of a purported transfer of Shares to a Plan (in which case such purchase may be at the lower of Net Asset Value, mid-market price or the price of the purported transfer).

Ordinary Shares repurchased pursuant to this authority may either be cancelled or held in treasury (up to a maximum of 10 per cent. of the issued Ordinary Shares of the relevant class).

Where any purchase of its own Ordinary Shares is made by the Company any performance fee accrued in respect of such Ordinary Shares shall crystallise and be payable to the Investment Manager irrespective of the subsequent performance of that class of Ordinary Shares. Conversely any uplift in the NAV of the Ordinary Shares of that class arising from such purchase at a price less than the then prevailing NAV will not be taken into account in calculating the performance fee.



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