THIS OFFER IS SUBJECT TO ENGLISH LAW. THIS OFFER IS NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
12th March 2026
ANNOUNCEMENT OF INVITATION TO VOLUNTARY TENDER OFFER TO THE HOLDERS OF FAIRFIELD SENTRY Ltd SHARES – ISIN VGG3299L1004 + VGG3299V1085
Southey Capital Ltd (the “Offeror”) invites holders of the securities set forth in the table below (the “Securities”), issued by Fairfield Sentry Ltd (the “Issuer”), to tender for purchase by the Offeror for cash, subject to applicable offer and distribution restrictions.
Eligibility:
Group 1: Holders within a Nominee structure that have received previous distributions and/or;
Group 2: Holders that are direct registered holders, but have received distributions and do not have a clawback action against them.
Group 3: Holders that have not received any distributions and either hold shares via a Nominee or directly, these holders may request a bespoke bid and settlement mechanism.
The Offeror retains the right to refuse any holders position at their absolute discretion. Acceptances shall be processed on a first come first serve basis except for Group 3 holders that will be subject to individual negotiation.. No scale back will be made once the Offeror has confirmed acceptance of holders Acceptance form.
Description of the Security | Original ISIN | SEDOL DE | WPK |
Fairfield Sentry Ltd | VGG3299L1004 | 0330934 | 926069 |
Fairfield Sigma Ltd | VGG3299V1085 | 2860688 | n.a. |
Purchase Price
The Offeror will pay an amount in cash of $10.50 per share for Group 1 and Group 2 holders of Fairfield Sentry and €1.10 per Fairfield Sigma, respectively, validly tendered and accepted for purchase by the Offeror. The purchase price shall be credited to the holders via electronic payment against a signed Trade Confirmation and Transfer Notice sent to the funds liquidators.
Maximum Acceptance Amount
The offeror has not set a mandatory minimum or maximum amount.
Offer Date
The offer is published on the 12th of March 2026.
Offer Documents
Offer Documents shall mean all the documents related to the Offer including the Offer Notice (this document), Form of Acceptance, Trade Confirmation Sentry / Sigma, Acceptance Confirmation and Disclaimer.
Rationale for the Offer
The Offeror believes that the Offer will provide an opportunity to holders facing a lack of access to exchanges or OTC counterparties an opportunity to realize liquidity before a full de-listing or blocking of transfers in electronic format.
Expected Timetable of Events
The times and dates below are indicative only.
Date | Calendar Date | Event |
Commencement of Offer | 12th March 2026 | The day the Offer is announced. |
Expiration Date | 30th April 2026 | The date and time by which holders must validly reply to Southey Capital with the Form of Acceptance. |
Settlement Date | As soon as reasonably possible from receipt of a Form of Acceptance, that is confirmed by the Offeror to be valid. | The relevant Purchase Price will be paid for any Shares validly tendered at or prior to the applicable Expiration Date and accepted by the Offeror in the amount and manner described in the Offer. |
Acceptance Procedure
Holders that wish to accept the Offer are requested to complete the Form of Acceptance and send this directly to the Offeror via email to FairfieldSentry@southeycapital.com attaching evidence of holding. Forms of Acceptance received by the 30th of April 2026 shall receive an acknowledgement of receipt and Acceptance notice. Later acceptances may still be accepted at the absolute discretion of the Offeror.
Settlement
The Shares in Group 1 and Group 2 are not subject to any transfer restrictions, whilst those in Group 3 have severe restrictions. The Offeror and has several options available that can be considered in relation to Group 3 share holdings.
Reservation of Rights
The Offeror expressly reserves it right, in its sole and absolute discretion, not to accept any tendered Securities, not to purchase Securities or to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer in any manner (including, but not limited to, purchasing more or less than the Maximum Acceptance Amount), subject to applicable laws and regulations.
For Further Information
