JIL Juridica

TIDMJIL

RNS Number : 3099O

Juridica Investments Limited

08 February 2016

Juridica Investments Limited

(the "Company")

Amendments to investment management fee arrangements

and

Proposed amendment to the Company's articles of incorporation

On 18 November 2015 the Company announced that it would not make new investments (other than for funding existing investments in the Company's portfolio where such funding is reasonably required to realise maximum shareholder value) but, instead, would seek to return capital to shareholders in the most appropriate manner following the completion of investments (the "run-off strategy"). The Company further announced that the Board would commence a comprehensive review of its cost structure, with the objective of reducing the ongoing costs of the Company given the investment approach set out above.

Reduction in fund costs

As a result of this review the Company has implemented a number of measures that will reduce the fixed costs of the Company in the future. Excluding changes to the management fees payable by the Company (which are summarised below) the estimated cost reduction for the Company targeted for 2016, as compared to the previous year, is US$900,000. These measures include, among other changes, a reduction of the annual fees payable to the Directors, which will reduce total Director fees payable by the Company to approximately US$285,000 per annum (an aggregate reduction of approximately 45% per annum as compared to Director fees paid in 2015); reduced expenses for Directors; agreement on a fixed audit fee of US$150,000 for 2016; and a reduction in the aggregate fees payable to brokers, from US$250,000 per annum to approximately US$100,000 per annum.

Amendments to investment management fee arrangements

In addition to the cost savings identified above, the Company confirms that it and the Company's investment manager, Juridica Asset Management Limited (the "Investment Manager"), have entered into an amendment agreement (the "Amendment Agreement") which amends the terms of the investment management agreement entered into by the Company and the Investment Manager on 15 October 2013 (the "IMA").

The purpose of the Amendment Agreement is to provide a simplified fixed fee structure relating to the annual management fees payable by the Company (the "Management Fee") to the Investment Manager and also to amend the term of the IMA to more accurately reflect the run-off strategy. Further details of the changes are set out below.

The Investment Manager will continue to manage the Company's portfolio. Its entire team remains in place and the Investment Manager continues to deploy capital for a multi-billion dollar pension client under a private mandate.

The existing performance fee provisions in the IMA remain unchanged and the Company's previous investment manager (JCML 2007 Limited) will continue to be entitled to performance fees (to the extent payable) in respect of investments made prior to the end of 2013. The Company remains a shareholder in JCML 2007 Limited and is entitled to 32.5% of any performance fees received by it in such capacity.

Annual management fee arrangements

For the financial years to 31 December 2015, the Management Fee has been calculated at a rate of 2% per annum of the adjusted net asset value of the Company at the end of the relevant accounting period. Going forwards, the Company has agreed to pay the Investment Manager a fixed annual Management Fee of US$3,000,000 in respect of the 12 months ended 31 December 2016 and US$1,750,000 in respect of the 12 months ended 31 December 2017. The agreed Management Fee for the year ended 31 December 2016 is an approximate reduction of 33% as compared to the amount that is estimated to have been payable under the IMA prior to the amendment which was based on 2% of adjusted net asset value.

To the extent that the aggregate estimated quarterly management fee payments made in the financial year 2015 exceed the final management fee calculation based on the 31 December 2015 net asset value, the Amendment Agreement provides that the amount of any overpayment to the Investment Manager will be deducted from future management fees payable. Any such repayment will become known on the determination of the 31 December net asset value.

Termination

Pursuant to the Amendment Agreement, the IMA shall now automatically terminate on 31 December 2017 unless the Company elects to extend the term of the IMA. In circumstances where the Company does elect to extend the term of the IMA, it will need to agree with the Investment Manager any management fee payable in respect of that additional period.

Related party transactions

The Company's entry into of the Amendment Agreement and the consequential amendments to the IMA constitute a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies (the "AIM Rules").

For the purposes of Rule 13 of the AIM Rules the Directors, all of whom are independent for the purposes of Rule 13 of the AIM Rules, having consulted with the Company's nominated adviser, Cenkos Securities plc, believe that the terms of such proposals are fair and reasonable insofar as the Company' shareholders are concerned.

Proposed amendment to the Company's articles of incorporation in light of the run-off strategy

The Board further announces its intention to table a resolution at the next annual general meeting of the Company to amend the Company's articles of incorporation to remove the requirement for the Company to table a winding-up proposal at a general meeting in November 2016 and every three years thereafter.

Given the Company's adoption of the run-off strategy, the Directors believe that the requirement to table a winding-up proposal is unnecessary and potentially costly to the Company. Should such a resolution be tabled and approved, the Directors believe, that any consequential liquidator appointment would place an unnecessary cost burden on the Company over the period in which investments are completed and such an appointment may also negatively impact the Company's ability to realise investments at maximum shareholder value in accordance with the run-off strategy. Further information on the proposed change to the articles will be included in the Company's notice of annual general meeting.

- Ends -

For further information contact:

 
 Orangefield Legis Fund Services      +44 (0) 14 
  Limited - Fund Administrator         8172 6034 
 Cenkos Securities PLC - Nominated 
  Adviser and Broker                  +44 (0) 20 
  Nicholas Wells                       7397 8900 
 Investec Bank PLC - Joint Broker     +44 (0) 20 
  Darren Vickers                       7597 4000 
 Bell Pottinger                       +44 (0) 20 
  Olly Scott                           3772 2500 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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