TIDMACD
RNS Number : 9589Q
AcenciA Debt Strategies Limited
05 September 2014
AcenciA Debt Strategies Limited (the "Company")
Continuation Proposals
5 September 2014
Introduction
Further to the Company's announcement of 21 August, in which it
was noted that plans were being formulated to allow for investors
to maintain their investment in the Company after 31 December 2014
(by which date the Company is currently required by its articles of
incorporation to have entered into liquidation), the Board of
Directors is pleased to announce that those proposals have now been
finalised. A circular is being sent today to all Shareholders
setting out the full terms of the proposals and convening a General
Meeting of the Company on 25 September 2014 at which approval will
be sought from Shareholders for implementation of the
proposals.
The Proposals
Under the terms of the proposals:
- The Company's articles will be amended to remove the
requirement for a winding-up vote to be held this year, and to
include a provision that a winding-up vote must instead be held in
September 2017 for the Company to be wound up with effect from 31
December 2017
- The continuing vehicle will amend its investment policy and
strategy to allow the Manager to run a more high-conviction and
concentrated portfolio, and to remove the currency hedging
currently employed
- The continuing vehicle will have an amended fee structure,
with the performance fee calculated (i) on the basis of a US Dollar
per Share NAV rather than a Sterling per Share NAV, (ii) by
reference to the lower of NAV and market capitalisation (rather
than solely by reference to NAV as at present) and (iii) by
reference to a five per cent. compounding hurdle (rather than the
current hurdle of three per cent. over the immediately preceding
accounting period)
- The continuing vehicle will implement a new discount control
policy, adopting a maximum discount target of 5 per cent.;
undertaking share buybacks to support this target; and putting
forward a continuation vote at each annual general meeting
- Those Shareholders not wishing to maintain their full
investment in the ongoing vehicle will be able to tender all or
some of their shares for repurchase pursuant to a tender offer
which the Company will undertake. The tender price will be the
Company's NAV per Share as at 31 December 2014 less 0.05 per cent.
of such NAV to reflect a fair contribution to the costs of the
proposals
- If more than 78,000,000 of the Company's 114,061,949 Shares in
issue are tendered by Shareholders in the tender offer, the Company
will instead move straight to a winding-up
Further details are set out in the Appendix to this
announcement.
Expected Timetable
Circular and Notice of 5 September 2014
Extraordinary General
Meeting sent to Shareholders
Tender Offer opens 5 September 2014
Latest time and date for 10 a.m. on 23 September
receipt of Form of Proxy 2014
for the Extraordinary
General Meeting
Closing Date - latest 1 p.m. on 24 September
time and date for receipt 2014
of
Tender Forms and TTE Instructions
Record Date for participation 5 p.m. on 24 September
in the Tender Offer 2014
Extraordinary General 10 a.m. on 25 September
Meeting 2014
Tender Date and results by close of business on
of EGM announced and 25 September 2014
take up level under the
Tender Offer
CREST accounts credited on or around the week
with Tender Offer commencing 26 January
consideration in respect 2015
of uncertificated Shares
sold under the Tender
Offer
Despatch of cheques for on or around the week
Tender Offer commencing 26 January
consideration in respect 2015
of certificated Shares
sold under the Tender
Offer
Enquiries
Praxis Fund Services
(Company Secretary) +44 1481 737600
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Saltus Partners LLP
Jon Macintosh +44 20 7408 7765
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Canaccord Genuity Limited
David Yovichic +44 20 7523 8361
--------------------------- -----------------
Kepler Partners LLP
Hugh van Cutsem +44 20 3384 8796
--------------------------- -----------------
Appendix
1. Introduction
As part of a package of discount control measures approved by
Shareholders in 2009, the Board undertook to hold a vote for the
Company to be wound up in 2011. In September 2011, the Shareholders
voted against the 2011 Winding-up Vote and instead approved the
continuation proposals then put to them. These included amending
the articles of incorporation of the Company so that the Board was
required to hold a vote in September 2014 for the Company to be
wound up with effect from 31 December 2014, with votes on such
resolution being weighted such that if any Shareholder votes in
favour of winding up, the resolution will be passed.
As reported in the most recent Annual Report and Audited
Financial Statements, 2013 was another successful year for the
Company. The strong performance generated in the period validated
the Company's investment strategy of holding a concentrated
portfolio which focuses on establishing investment partnerships
with superior hedge fund managers tasked with finding a multitude
of multi-strategy credit and event driven opportunities.
The successful trend of 2013 has continued through the first
half of 2014 as reported in the Company's statement of interim
results for the six months ended 30 June 2014. As previously
reported, your Board believes that the opportunity set remains
compelling. As a result, while remaining committed to providing a
full cash exit to any Shareholder who so wishes in early 2015, the
Board intends to put forward proposals for the continuation of the
Company in response to the requests of a number of Shareholders who
have expressed an interest in remaining invested.
To that end the Directors are pleased to recommend to
Shareholders the Continuation Proposals which they believe offer
Shareholders wishing to exit a quicker and greater return than
would be achieved on a winding-up, while giving a continuation
option for Shareholders wishing to take advantage of the investment
opportunity beyond the Company's current investment period.
The purpose of the circular being sent today to Shareholders is
to:
(a) make the Tender Offer for the return of capital to
Shareholders who wish to exit the Company,
conditional on approval by Shareholders at the Extraordinary
General Meeting;
(b) provided that the level of acceptance of the Tender Offer
does not exceed the Maximum Acceptance Threshold, put to
Shareholders new proposals in relation to the Company at the
Extraordinary General Meeting including:
(i) to amend the articles of incorporation of the Company to
remove the requirement to hold a winding up vote in September 2014
and to replace it with a requirement to hold a vote in September
2017 for the Company to be wound up with effect from 31 December
2017;
(ii) to approve and adopt the Investment Policy and
Strategy;
(iii) to approve the Tender Offer;
(iv) to approve a renewal of the Company's authority to make
market purchases of its own
Shares; and
(v) to approve a waiver under Rule 9 of the Takeover Code;
(the "Continuation Proposals"); and
(c) where either (i) the level of acceptance of the Tender Offer
is in excess of the Maximum Acceptance Threshold or (ii) any of the
Continuation Resolutions are not passed, put to Shareholders an
ordinary resolution for the winding up of the Company at the
Extraordinary General Meeting (the
"Winding-up Resolution").
The Continuation Resolutions are being proposed at the
Extraordinary General Meeting as their
implementation requires Shareholder approval as a matter of
Guernsey company law and pursuant to the Listing Rules and the
Takeover Code.
2. Features of the continuing vehicle
Investment Objective and Policy
The Board intends that the Company will continue to operate
under its current investment objective, but with certain amendments
to its Investment Policy and Strategy, as described in paragraph 3
below, for a further three years to 31 December 2017 with a view to
an ordinary resolution being passed to wind up the Company with
effect from that date (with votes being weighted such that if
Shareholders holding not less than 25 per cent. of the votes cast
on such resolution vote in favour of winding-up, the resolution
will pass).
The Board anticipates the Company being wound up with effect
from 31 December 2017 (the "Proposed Wind-up Date") and intends to
manage the Company's assets in the interim in accordance with its
amended investment policy and strategy. The Company will place such
redemption notices as are necessary ahead of the Proposed Wind-up
Date to enable the Company's liquidator to return cash to
Shareholders as soon as reasonably practicable after the Proposed
Wind-up Date and will not, in the interim, make any new investments
in funds which have lock-up or capital commitment periods beyond
the Proposed Wind-up Date. It is anticipated that substantially all
of the Company's assets will be capable of being distributed to
Shareholders during the first quarter of 2018 although there may be
some amounts, for example residual illiquid positions (if any) and
audit hold back amounts, which will take longer to return. The
Board does not anticipate that these will be material or that the
costs of winding up the Company will be material.
If the Continuation Proposals are approved, the Company's
primary investment objective will continue to be to provide annual
returns in excess of three month LIBOR plus five per cent. over a
rolling three year period, and annual standard deviation of under
five per cent.
Changes to the Investment Management Agreement
In consequence of these it is further intended, if the
Continuation Proposals are approved, to:
- restate the Investment Management Agreement so that the
performance fee, which is currently calculated based on the
Sterling value of the Shares, is instead calculated on the basis of
a calculated parallel US Dollar per Share NAV each month and to
calculate it based upon the lower of NAV and market capitalisation;
and
- revise the basis on which the performance fee is calculated to
disapply the current three per cent. annual trigger and to make the
performance fee subject to a five per cent. compounding hurdle as
adjusted for dividends, but otherwise on terms as at present.
Your Board considers these changes will better align the
interests of Shareholders and the Investment Manager, Sub-Manager
and Investment Adviser and that such changes should result in a
lower performance fee than would otherwise be payable.
Repurchase of remaining illiquid assets
Sandalwood is the investment manager of certain underlying funds
in which the Company invests and has indicated to the Company that
if the Continuation Proposals are approved it intends to procure
that an entity under its control will offer to buy certain illiquid
assets at par from underlying funds in which the Company is
invested during the first three months of 2015. These assets, which
are categorised as illiquid because they (a) are held in vehicles
in respect of which redemptions have been suspended, (b) are held
within side pockets or (c) are held within other specially created
liquidation SPVs, are currently estimated to represent
approximately 12 per cent. of the Company's NAV (as at 31 July
2014). The Board believes that if such assets were to be sold by
the relevant underlying funds in which the Company is invested, the
Company would benefit from a high quality asset portfolio with less
performance drag and illiquidity issues than at present.
Sandalwood's ability to do this will be restricted in part by
its fiduciary and other duties and the regulatory formalities
associated with such funds, so it can give no guarantee that it
will be able to effect such purchases. If the Continuation
Proposals are not approved and the Shareholders vote to wind up the
Company, Sandalwood will be unable to commit to offer to purchase
such illiquid assets due to overall liquidity constraints. However,
in that case, Sandalwood intents to procure an offer to buy out
such illiquid assets at par based on the 30 June 2015 NAV, in the
third quarter of 2015.
(These statements are predicated on the assumption that there is
no significant worsening of market
liquidity nor higher than normal levels of fund redemptions
which in turn cause a significant level of
"gating" or redemption suspensions by underlying managers.)
Maximum Acceptance Threshold
The Board accepts that many Shareholders will wish to exit the
Company in early 2015. Therefore, the Company is undertaking the
Tender Offer to give those Shareholders wishing to exit the
opportunity to tender all or some of their Shares.
In formulating the Continuation Proposals the Board, in
conjunction with the Sub-Manager, has had regard to the minimum
size at which the Company may reasonably continue to be viable as
an independent entity. Accordingly the Maximum Acceptance Threshold
has been set at 78 million Shares (representing 68.38 per cent. of
the Company's existing issued share capital).
As at close of business on the Latest Practicable Date, the
Company had 114,061,949 Shares in issue.
Accordingly if Qualifying Shareholders were to accept the Tender
Offer up to the Maximum Acceptance Threshold, the Company would
have 36,061,949 Shares in issue following the Tender Offer (and
assuming no further purchases of its own Shares are made by the
Company pursuant to the general authority to be renewed at the
EGM).
If the Maximum Acceptance Threshold is exceeded the Continuation
Proposals will fail and the Winding-up Resolution will be put to
the EGM; such resolution would then be guaranteed to be passed by
reason of voting undertakings in that regard given by Saltus.
On the basis of the information available to the Board and
Saltus, following informal consultation with certain Shareholders
conducted by Kepler Partners LLP, the Board does not believe the
Maximum Acceptance Threshold will be exceeded.
Discount control mechanism and future Share buy-backs
The Board is committed to ensuring that the market price of the
Shares is as close as possible to the NAV per Share at all times,
and in particular to ensure that the Shares do not trade at a
significant discount to NAV. In this regard they will implement a
new discount control policy if the Continuation Resolutions are
passed, effective from 1 January 2015, as follows:
- to adopt a maximum discount target of 5 per cent.;
- to undertake share buy-backs to support this target and to put
forward a resolution to renew the annual 14.99 per cent. buy-back
authority at each annual general meeting;
- to put forward a continuation vote at each annual general
meeting, regardless of the level of
the discount;
- to put forward a winding-up resolution at an extraordinary
general meeting to be held in September 2017 with weighted voting
rights so that if 25 per cent. or more of the votes are cast in
favour of a winding-up, the resolution will be carried, and if it
is not carried (i.e. less than 25 per cent. of Shareholders vote in
favour of winding-up) to hold a tender for up to 25 per cent. of
the Shares, favouring Shareholders who voted for a winding-up.
3. Amendment of the Investment Policy and Strategy
The Company is proposing to amend its Investment Policy and
Strategy as part of the Continuation
Proposals. The Directors consider the changes to the Investment
Policy and Strategy are in the best
interests of Shareholders as a whole.
By way of summary the key changes are:
- the Company plans to run a more high-conviction and concentrated portfolio; and
- the Company will no longer use currency hedging so as to avoid
the cash drag and costs which that has historically entailed.
4. Tender Offer
If the Continuation Proposals are approved, the Board will place
redemption notices on sufficient underlying assets to finance
payment pursuant to the Tender Offer. The Tender Price is the
Company's NAV per Share as at 31 December 2014 less 0.05 per cent.
of such NAV to reflect a fair contribution to the costs of the
Continuation Proposals. The Directors have set the Tender Price on
this basis to guard against the potential impact of market
movements which would occur if the Tender Price were a fixed sum
and which could cause unfairness between tendering Shareholders and
Shareholders who remain invested.
As the Company's investments are held exclusively in open-ended
funds, the calculation of the NAV is a calculation involving no
discretion or opinion on the part of any individual.
The Directors believe that the Tender Offer will be attractive
to tendering Shareholders relative to a winding-up for three key
reasons: quantum of proceeds; time value of money; and, relative
price certainty. As to quantum of proceeds, the Directors believe
that the Tender Price compares favourably to the price which
tendering Shareholders would otherwise receive if the Company were
to be wound-up in 2014, because while such price reflects a
contribution to the costs of the Continuation Proposals, such costs
are lower than the total costs would be if the Company were to be
wound-up in 2014. In addition, as to time value of money, the
Directors believe that tendering Shareholders will receive payment
pursuant to the Tender Offer more quickly than they would if the
Company were to be wound up in 2014.
The Board has sought to ensure that those Shareholders who wish
to do so are able to participate in the return of capital whilst
allowing Shareholders individually to choose whether to participate
in the Tender Offer or not. Sahreholsers can decide either to
tender all or some of their Shares or none of them under the Tender
Offer. In accordance with the terms of the Tender Offer, any Shares
which are tendered will not be subject to scaling back and will
either be bought back by the Company in full or retained by the
Shareholder.
If valid acceptances are received in respect of the Tender Offer
in excess of the Maximum Acceptance Threshold, then the Tender
Offer will lapse and the Winding-up Resolution will be put to the
EGM. As stated above, such resolution would then be guaranteed to
be passed. The Company will cancel all Shares bought back and such
Shares will not be held in treasury.
Following the proposed Tender Offer, the Board believes that the
Company will remain in a net cash position with a strong balance
sheet.
The Tender Offer is only available to Qualifying Shareholders on
the register of members of the Company on the Record Date and in
respect of the Shares held by them on the Record Date.
Qualifying Shareholders can choose to tender all or some of
their Shares or none of their Shares under the Tender Offer.
Qualifying Shareholders are not obliged to tender any of their
Shares if they do not wish to do so.
The Tender Offer involves the following:
- all Qualifying Shareholders are being given the opportunity to
participate in the Tender Offer on the same terms;
- Qualifying Shareholders may tender such number of Shares under
the Tender Offer as they choose and the tendered Shares will either
be purchased in full or not at all, i.e. there will be no scaling
back;
- Qualifying Shareholders do not have to tender any of their
Shares if they do not wish to do so;
- Shares will be purchased without commissions and dealing charges and will be cancelled
upon purchase;
- Qualifying Shareholders are able to tender their Shares up
until 1 p.m. on the closing date of the Tender Offer, which is 24
September 2014.
Shareholders who choose not to participate in the Tender Offer
and who therefore do not tender their Shares will not receive any
cash proceeds in respect of their Shares under the Tender Offer but
will benefit from owning a greater percentage of the Shares of the
Company as there will be fewer Shares in issue after completion of
the Tender Offer than prior to the completion of the Tender
Offer.
The Tender Offer is subject to shareholder approval which will
be sought at the Extraordinary General Meeting to be held at 10
a.m. on 25 September 2014.
Shares may be traded in the normal way during the period in
which the Tender Offer remains open. The purchase from Qualifying
Shareholders and the sale of the Shares concerned to the Company
will be effected via normal market trades, in accordance with the
Rules of the London Stock Exchange. The Tender Offer is only
available to Qualifying Shareholders and is not available to
Shareholders in Australia, Canada, Japan, South Africa or the
United States of America or to Shareholders who are otherwise
within an Excluded Territory.
Any rights of Qualifying Shareholders who choose not to tender
their Shares will be unaffected.
The Directors reserve the right, at any time prior to the
announcement that the Tender Offer has become unconditional in all
respects, to decline from proceeding with the Tender Offer if they
conclude that its implementation is no longer in the interests of
the Company and/or Shareholders as a whole.
5. The Saltus Concert Parties
Depending upon the level of acceptances of the Tender Offer, and
upon the extent to which the Share Purchase Authority is utilised
Saltus (including the Saltus Responsible Persons and their close
relatives and related trusts, each of whom hold Shares in the
Company) and Sandalwood (including the Sandalwood Responsible
Person and his related trusts, each of whom hold Shares in the
Company), together being the Saltus Concert Parties, (who as at the
Latest Practicable Date held in aggregate 14.44 per cent. of the
Shares) may come under an obligation to make a mandatory offer to
acquire the entire issued share capital of the Company pursuant to
the Takeover Code. It is estimated that this obligation would be
triggered if the Company were to buy back [ ] Shares (representing
[ ] per cent. of the Company's issued share capital) from
Shareholders other than the Saltus Concert Parties pursuant to the
Tender Offer and/or the Share Purchase Authority, and if the Saltus
Concert Parties were to continue to hold the same number of Shares
as they do at the date of this announcement, in which case the
aggregate holding of the Saltus Concert Parties would represent [ ]
per cent. of the Shares. At the Maximum Acceptance Threshold the
aggregate holding of the Saltus Concert Parties would represent
45.69 per cent. of the Shares in issue.
As a result, under Rule 9 and Rule 37 of the Takeover Code,
unless a specific waiver is obtained from
the Panel and approved by Independent Shareholders voting on a
poll, the Saltus Concert Parties would normally be obliged to make
a mandatory offer for the Company.
Saltus has irrevocably undertaken not to tender any of its
Shares under the Tender Offer.
In addition, Saltus has irrevocably undertaken to vote in favour
of the Winding-up Resolution if either the Maximum Acceptance
Threshold is exceeded or if the Continuation Resolutions are not
passed. This means that in circumstances where the Winding-up
Resolution is put to the Shareholders at the EGM, it is guaranteed
to be passed by reason of the weighted voting rights in the
Articles. Weighted voting rights will not apply to the Continuation
Resolutions.
It is Sandalwood's intention to retain a holding of no less than
GBP8 million in the Company following the Tender Offer if the
Continuation Proposals are approved.
Voting by Saltus and Sandalwood
While the Saltus Concert Parties are presumed by the Panel to be
acting in concert, Saltus and Sandalwood act independently of each
other when voting their Shares and do so in the interests of their
underlying clients on whose behalf such Shares are held and to whom
they have fiduciary and other duties.
Notwithstanding the above, Saltus and Sandalwood have both given
undertakings that they will not vote their Shares on any resolution
of the Company where the Board considers that either has a material
conflict of interest.
However, both parties expressly reserve their right to vote on
all other matters, including (without limitation) resolutions of
the Company relating to the winding up or reconstruction of the
Company and changes to the investment policy and strategy or
objectives.
6. Waiver of Rule 9 of the Takeover Code
The Company is seeking approval of the Independent Shareholders
to the waiver of certain obligations which may arise under the
Takeover Code as a result of the Tender Offer and/or of any
exercise of the Share Purchase Authority.
The Panel has confirmed that an investment manager or an
investment adviser to an investment company will be treated as a
director for the purposes of Rule 37.1 of the Takeover Code.
Accordingly, Saltus and Sandalwood, which in aggregate are
currently interested in 15,166,460 Shares, representing
approximately 13.30 per cent. of the issued share capital of the
Company, are deemed to be acting in concert for the purposes of
Rule 9 and Rule 37.1 of the Takeover Code. In addition, as stated
above, the Saltus Responsible Persons, the Sandalwood Responsible
Person and their close relatives and related trusts are deemed to
be acting in concert.
Thus, if the Company were to purchase any of its Shares from
persons other than the Saltus Concert
Parties pursuant to the Tender Offer or the Share Purchase
Authority, this could result in the Saltus Concert Party being
obliged to make an offer for the Company.
As a result, your Board has consulted with the Panel, which has
agreed, subject to the approval of an appropriate resolution on a
poll by Independent Shareholders at the Extraordinary General
Meeting, to waive any obligation that would otherwise arise, under
Rule 9 and Rule 37.1 of the Takeover Code for the Saltus Concert
Party, as a result of any purchases of Shares by the Company
pursuant to the Tender Offer or the Share Purchase Authority, to
make a general offer for the Shares which they do not already hold.
The members of the Saltus Concert Party will not be entitled to
vote on that resolution at the Extraordinary General Meeting.
On the basis that the issued share capital of the Company is
114,061,949 Shares (being the issued share capital of the Company
as at 3 September) and assuming that (i) the relevant resolution is
passed at the Extraordinary General Meeting, (ii) the Tender Offer
is undertaken at the Maximum Acceptance Threshold and the Share
Purchase Authority is subsequently used in full by the Company and
(iii) no member of the Saltus Concert Party disposes of any of
their Shares pursuant to the Tender Offer or to the exercise of the
Share Purchase Authority, the Saltus Concert Party's maximum
interest in Shares would increase to 53.74 per cent. of the voting
share capital of the Company.
The effect of the potential increase in the interest in Shares
of the Saltus Concert Party described in this section would mean
that (for so long as members of the Saltus Concert Party continue
to be treated as acting in concert) the Saltus Concert Party may be
interested in Shares carrying 30 per cent. or more of the Company's
voting share capital and potentially may hold more than 50 per
cent. of such voting rights and any further increase in that
aggregate interest in Shares will be subject to the provisions of
Rule 9 of the Takeover Code. In addition, individual members of the
Saltus Concert Party's percentage interest in Shares will not be
able to increase through or between a Rule 9 threshold without
Panel consent.
7. Implications of winding-up of the Company
If the Winding-up Resolution is passed, the Board will
immediately place redemption notices on all of the Company's
underlying investments in respect of which it has not already done
so, and will also call a subsequent meeting of the Company to put
resolutions to Shareholders to (i) appoint a liquidator; (ii) fix
the terms of appointment of the liquidator and his remuneration;
and (iii) authorise an appropriate third party to hold the
Company's books. Once a liquidator has been appointed, the powers
of the Directors would cease (unless otherwise sanctioned by an
ordinary resolution of the Shareholders or by the appointed
liquidator) and the liquidator would assume responsibility for the
liquidation of the Company, including the payment of fees, costs
and expenses, the discharge of the liabilities of the Company, and
the distribution of the remaining assets. If the Winding-up
Resolution is passed, the Company will prepare a separate circular
which will detail the mechanics and timetable for the delisting of
the Shares.
8. Extraordinary General Meeting
In order for the Continuation Proposals to become effective, the
Maximum Acceptance Threshold under the Tender Offer must not be
exceeded and the Continuation Resolutions must first be approved by
Shareholders at the Extraordinary General Meeting. The EGM has been
convened for 10 a.m. on 25 September 2014 to be held at Sarnia
House, Le Truchot, St. Peter Port, Guernsey GY1 4NA for the purpose
of considering and, if thought fit, approving the Continuation
Resolutions. Please note that if the Maximum Acceptance Threshold
is exceeded the Tender Offer will fail, the Company will make an
announcement via an RIS by close of business on 24 September 2014
and the Continuation Resolutions will NOT be put to the EGM. In
such circumstances, or if the Continuation Resolutions are not
passed, the Winding-up Resolution will be put to the Shareholders
at the EGM.
Saltus has irrevocably undertaken to vote in favour of the
Winding-up Resolution if either the Maximum Acceptance Threshold is
exceeded or if the Continuation Resolutions are not passed. This
means that in circumstances where the Winding-up Resolution is put
to the Shareholders at the EGM, it is guaranteed to be passed by
reason of the weighted voting rights in the Articles. Weighted
voting rights will not apply to the Continuation Resolutions.
The Company will propose that the following Continuation
Resolutions be approved by Shareholders at the EGM, as set out set
out in the Notice of Extraordinary General Meeting:
- to amend the Company's Articles to oblige the Directors to put
an ordinary resolution to Shareholders in September 2017 to wind up
the Company with effect from 31 December 2017 (with votes on such
resolution being weighted such that if Shareholders holding not
less than 25 per cent. of the votes cast on such resolution vote in
favour of winding up, the resolution will pass);
- to approve and adopt the Investment Policy and Strategy;
- by way of ordinary resolution, to approve the purchase by the
Company of up to 78 million Shares (representing approximately
68.38 per cent. of the Company's existing issued Share capital) for
the purposes of the Tender Offer; and
- to confirm a general authority to make market purchases of up
to 14.99 per cent. of its Shares
(calculated after deduction of the Shares to be acquired
pursuant to the Tender Offer) in substitution for the authority
conferred at the Company's 2014 annual general meeting
(the above are being proposed as part of a single resolution)
("Resolution 1"); and
- to approve the Panel Waiver in relation to the Saltus Concert Parties ("Resolution 2").
The general authority to make market purchases will be exercised
by the Board to continue the buy-back programme described in the
2013 annual report and audited financial statements to keep the
discount to NAV at below 7.5 per cent. and, as stated above, below
5 per cent. with effect from 1 January 2015.
If the Continuation Resolutions are not passed then the
Winding-up Resolution will be put to the EGM. If they are passed
then the Articles shall be amended so that the obligation to put a
winding-up resolution to Shareholders in September 2014 shall have
been deleted, so such resolution will not be put to the EGM.
With regard to the Resolutions:
(a) Resolution 1 of the Continuation Resolutions is a Special
Resolution, requiring the approval of not
less than 75 per cent. of the Shareholders who vote in person or
by proxy at the EGM; and
(b) Resolution 2 of the Continuation Resolutions is an Ordinary
Resolution, requiring the approval of
not less than 50 per cent. of the Independent Shareholders who
vote in person or by proxy by way of poll at the EGM; and
(c) the Winding-up Resolution is an Ordinary Resolution but
requires only one Shareholder to vote in
person or by proxy at the EGM in its favour to be carried by
reason of weighted voting rights in the Articles. For the avoidance
of doubt the Winding-up Resolution will only be put to Shareholders
if the Maximum Acceptance Threshold is exceeded or if the
Continuation Resolutions are not passed but in both such
circumstances is guaranteed to be passed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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