Case study: Delivering an efficient and well governed solvent fund wind down

KPMG in the Crown Dependencies was appointed to oversee the managed wind‑down and solvent liquidation of a UK listed, Jersey incorporated investment company with a multi‑jurisdictional structure (“the Fund”). This engagement demonstrates how early preparation, independent oversight and coordinated multidisciplinary input can support fund boards and managers through a well‑governed and efficient closure process.

Following the manager’s strategic decision to exit its Jersey operations, and in light of the Fund’s sustained trading at discount to Net Asset Value, the Board concluded that a structured wind‑down and return of surplus capital was in shareholders’ best interests.

With the Fund admitted to the Official List of the Financial Conduct Authority and traded on the London Stock Exchange, the transition from a listed vehicle to liquidation required careful sequencing and regulatory management.

KPMG’s Restructuring team delivered end‑to‑end support across governance, regulatory, tax, operational and investor workstreams. Our involvement ensured transparency, efficiency and cost discipline throughout the wind‑down.

1. Early strategic planning and preparation

• Advised the Board on the optimal timing for suspending trading and commencing the liquidation.
• Supported the preparation of shareholder circulars and Extraordinary General Meeting documentation.
• Reviewed the strategy for the remaining assets and NAV considerations.

2. Reducing operational burden and investor costs

• Early planning avoided the need for a further audit, reducing overall costs borne by shareholders.
• Consolidated key governance functions including MLRO/MLCO responsibilities and registered office services thereby reducing the Fund’s administrative burden.
• Centralised regulatory and statutory obligations within one team, reducing dependency on multiple service providers.

3. Multidisciplinary expertise in one coordinated team

The engagement drew on specialists across the Crown Dependencies practice:

• Tax: Oversight of remaining tax filings, AEOI compliance and final tax clearances.
• Regulatory: Guidance on listing suspension, licence surrender and all JFSC and Registry filings.
• Risk & Compliance: Completion of AML/KYC remediation for investors to enable withheld distributions to be released.
• Advisory: Access to valuation and deal advisory input to support decisions relating to outstanding income and cross‑border assets.

This integrated, cross‑disciplinary approach ensured consistent execution and reduced complexity for directors and managers.

4. Transparent execution and stakeholder protection

• Managed engagement with regulators and advisers to ensure full statutory and regulatory compliance.
• Provided proactive and consistent communication to investors throughout the wind‑down, including clear updates on key milestones, distribution timings and closure progress.
• Oversaw the collection of outstanding income, redemption holdbacks and cross‑border receipts—including the final distribution from the Fund’s Delaware LLC subsidiary.
• Ensured all distributions were made accurately and in accordance with constitutional documents.

Strong returns and capital protection

• At liquidation commencement, the Fund held £36.6m in cash.
• Two distributions returned £0.64091878 per share to investors.
• Shareholders ultimately received 100.45% of the opening Net Asset Value - demonstrating effective cost management, disciplined execution and a well‑structured process.

Efficient and predictable timeline

• Interim distribution completed within six weeks of liquidation commencement.
• Final distribution issued following receipt of remaining investment income and closure of residual hedge positions.
• Fund licence surrendered in December 2024.
• Final dissolution completed after obtaining tax clearance and fulfilling remaining statutory requirements.

Robust regulatory and compliance assurance

• All Jersey regulatory reporting maintained until licence revocation.
• Liaison with Jersey Revenue ensured all obligations were satisfied.
• Completion of KYC remediation enabled the release of additional distribution payments, with remaining unclaimed balances paid bona vacantia in accordance with Jersey law.

Why independent liquidators matter

Even in solvent scenarios, fund wind‑downs involve complex coordination across governance, tax, regulatory, investor and operational workstreams. Independent liquidators:

• Provide objective oversight and transparent execution.
• Protect directors and managers during the wind‑down process.
• Enable timely distributions and efficient closure.
• Navigate cross‑border regulatory requirements, reducing risk and uncertainty.

This case study illustrates how KPMG’s restructuring professionals support fund managers and boards - across Jersey, Guernsey and the Isle of Man - to simplify wind‑downs, preserve value and deliver strong outcomes for investors.