Skip to main content

This page includes Regulatory news filings supplied by issuers listed on the BSX. Please note the BSX is not responsible for the content, accuracy or completeness of announcements filed by issuers and disclaims all liability for any loss arising from reliance on information contained within issuer announcements.

Rengaz Holdings Limited Announce Investment Services Deed

Hamilton, Bermuda, January 20, 2006 - Rengaz Holdings Limited (the "Company") announce that the Cyprus subsidiary of the Company, Ravett Holdings Limited (the "Subsidiary"), on 16 January 2006, entered into an Investment Services Deed for Non-Discretionary Brokerage Services with Renaissance Advisory Services Limited (the "Prime Broker"), a company registered and regulated in Bermuda, whose registered address is Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda. 

The Prime Broker is an affiliated company of the Investment Manager and the Placing Agent. In addition, the directors of the Prime Broker may be employed as directors of other companies within the Renaissance group of companies. 

The Investment Services Deed (together with a Margin Addendum, the "Prime Brokerage Agreement") relates to the provision of investment and brokerage services in respect of the Subsidiary's assets, including the provision of the following services: execution of transactions; settlement (making and receiving payment of cash and delivery of securities); custody of securities and cash; customer reporting; securities lending; and financing.  The Subsidiary entered into the Prime Brokerage Agreement on an arms' length basis.

The Subsidiary may also from time-to-time utilize the brokerage services provided by the Prime Broker.  The Prime Broker is however expected to be the primary executing broker used by the Subsidiary in relation to their investment activities. 

Under the terms of the Prime Brokerage Agreement, the Prime Broker will open in its own books a general client cash account for all cash received by the Prime Broker in relation to the Subsidiary and client securities accounts for all securities deposited or transferred to the Prime Broker in relation to the Subsidiary's activities.  Subject to any separate security interest maintained by the Prime Broker in the Subsidiary's assets, the cash accounts will be clearly identified as a "client account" and will be treated as separate from any other book entry account recording the Prime Broker's own assets.  Any non-cash assets credited to the accounts may be held by the Prime Broker or by a sub-custodian appointed by it in its discretion, in which case the assets may be held in the name of the Prime Broker or the sub-custodian and may not be segregated from the Prime Broker's, or, as the case may be, such sub-custodian's own assets.  Accordingly, in the event of the Prime Broker's default, the Subsidiary may not be as well protected. As of the date of the Prime Brokerage Agreement, any cash credited to the cash accounts is deposited to the bank account opened by the Prime Broker with JP Morgan Chase Bank in New York.

The Prime Broker may engage the services of any sub-custodian to carry out any of its duties (including custody services) on such sub-custodian's standard terms of business from time to time.  The rights of the Prime Broker against such sub-custodians to which it delegates safekeeping of any assets may only consist of a contractual claim.  Further, the duties delegated to sub-custodians may themselves be sub-delegated, in which case the Prime Broker may not have directly enforceable rights against the ultimate delegate.  The Prime Broker is under no duty to make or take (or require any sub-custodian to make or take) any special arrangements or precautions beyond those currently made or taken by the Prime Broker or the sub-custodians for the safekeeping of the assets.  Further, the Prime Broker shall have no duty to make any special enquiries as to the safekeeping arrangements or the collection, delivery or transfer procedures of any sub-custodian.

The Subsidiary may terminate the Prime Brokerage Agreement on 30 business days' written notice.  The Prime Broker may resign by giving at least ten business days' written notice.

In respect of any of the Subsidiary's assets held in the accounts, the Prime Broker may sell, borrow, lend or otherwise transfer for use for its own purposes and account such assets either for itself, or for itself as broker for another person (including any associate of the Prime Broker) without giving any further notice of such use to the Subsidiary.

If the Prime Broker does transfer and credit or use any of the Subsidiary's assets pursuant to the Prime Brokerage Agreement, such assets will become the property of the Prime Broker and the Subsidiary will have a right against the Prime Broker for the return of equivalent assets.  The Subsidiaries will rank as an unsecured creditor in relation thereto and, in the event of the insolvency of the Prime Broker, the Subsidiary may not be able to recover such equivalent assets in full.

As security for the payment and discharge of all obligations of the Subsidiary to the Prime Broker, all assets and cash held by the Prime Broker in the accounts will be charged by the Subsidiary in the Prime Broker's favour and as such will be deemed to be collateral.  Assets may also be used as margin pursuant to the Prime Brokerage Agreement.  Assets held as collateral or margin are not required to be segregated and in the event of the Prime Broker's insolvency may not be recoverable in full.

The Prime Brokerage Agreement provides that the Prime Broker has no liability to the Subsidiary for any error of judgment or loss suffered by the Subsidiary in connection

 

 

with its services unless such loss arises from the bad faith, willful default or fraud of the Prime Broker.  In addition the Subsidiary will indemnify the Prime Broker and its associates or subsidiaries and their officers, directors and employees against any losses, liabilities, costs, expenses, actions, proceedings, claims, demands, calls, assessments and charges which may be incurred by, or brought or preferred against them except to the extent that the same is due to the fraud, willful default or gross negligence of the Prime Broker as may be finally and judicially determined in competent court.

AVAILABILITY FOR INSPECTION

Copies of the Prime Brokerage Agreement may be inspected during usual business hours on any business day for 14 days from the date of filing of this announcement with the Bermuda Stock Exchange (which is expected to be on or around 20 January 2006) free of charge at the registered office of the Company.

For further information on the Company please contact:

Oleg Jelezko - 22 Voznesensky pereulok, 125009 Moscow, Russia

Anthony Tighe - 25 Eden Quay, Dublin 1, Ireland