Introduction and objective
This is the policy of Cymbria Corporation (the “Company”) to govern the implementation, from time to time, of a Liquidity Realization Opportunity (“LRO”) as provided for in the Company’s constating documents. All capitalized terms used herein but not defined have the meanings ascribed to them in the articles of the Company.
The Manager believes the LRO will strengthen the attractiveness of the Company’s securities by providing enhanced liquidity and an opportunity for shareholders to dispose of shares at aprice close to NAV at times when the trading price is at a significant discount to NAV.
This Policy is intended to provide transparency and certainty to holders of Shares with respect to the pricing and timing of a LRO. To the extent that the Manager intends to amend or revise this Policy, it shall publicly disclose such changes to this Policy in advance of its then next LRO. The Manager and the Board are expected to act in accordance with this Policy as it maybe amended by the Manager from time to time.
Amount of funds available for LRO
It is anticipated that a minimum of 25% of the positive return attributable to each of the ClassA Shares and Class J Shares will be used in any given qualifying year to fund a LRO for eachrespective class (the “Target Amount”).
The determination of the Target Amount for the Class A Shares will be based on NAV per Class A Share as of December 31 of any year minus the NAV per Class A Share as of December 31 of the immediately preceding year multiplied by the number of outstanding Class A Shares as of the date a Notice of Redemption is sent to shareholders.
The determination of the Target Amount for the Class J Shares will be based on NAV per Class J Share as of December 31 of any year minus NAV per Class J Shares as of December 31 of the immediately preceding year multiplied by the number of outstanding Class J Shares as of the date a Notice of Redemption is sent to shareholders.
The Class Net Assets attributable to the Class A Shares will be used to fund the LRO for holders of Class A Shares whereas the Class Net Assets attributable to the Class J Shares will be used to fund the LRO for holders of Class J Shares.
In the event that (i) less than the number of Shares of a particular class are surrendered for redemption than the number to be redeemed and (ii) the number of Shares surrendered for the other class is greater than the number to be redeemed, the Board may determine to redeem a greater amount of that class of Shares for which a greater number of Shares are surrendered provided that the Redemption Price for such class of Shares redeemed is funded by Class Net Assets attributable to that class. For example and for greater certainty, if the number of Class J Shares surrendered for redemption is less than the number to be redeemed and the Board determines to redeem additional Class A Shares as a result, the redemption price for any Class A Shares to be redeemed will be funded from the Class Net Assets attributable to the Class A Shares in any circumstance.