TIDMAPEF
RNS Number : 6629D
Aberdeen Private Equity Fund Ltd
01 February 2018
Aberdeen Private Equity Fund Limited
("APEF" or "Company")
1 February 2018
Publication of Circular and Notices of Extraordinary General
Meetings
Further to its announcement of 18 December 2017, the Company's
Board announces that it has today published a circular (the
"Circular"), including two Notices of Extraordinary General
Meetings, setting out, inter alia, details of the recommended
proposals for (i) the amendment of the Company's investment
objective and policy to allow for a managed wind-down; (ii) the
amendment of the Company's articles of incorporation to include the
mechanism for shareholder returns following the realisation of the
Company's portfolio ("Portfolio Realisation"); and (iii) the
voluntary winding-up of the Company in accordance with Guernsey
law; and convening two extraordinary general meetings of the
Company (the "EGMs") at which the Shareholders will be asked to
approve the Proposals.
Introduction
The Company announced on 18 December 2017 that, having engaged
with its largest Shareholders following the AGM in September 2017,
it had become clear that a substantial majority, representing
approximately 70 per cent. of the issued share capital, no longer
wish to remain invested in the Company. The Board understands that
the reasons include variously a change in certain Shareholders'
investment objectives, the discount to Net Asset Value at which the
Company's Shares have traded and the Company's size and limited
liquidity. The Board has, therefore, decided to propose to
Shareholders that the affairs of the Company be wound up with a
view to returning all of the value of the capital of the Company to
Shareholders.
The Proposals, which are unanimously recommended by the Board,
comprise two parts: (i) the First EGM Proposals are to sanction the
disposal of the Company's Portfolio; and (ii) the Second EGM
Proposals, which will be effected at a later date, are to place the
Company into voluntary liquidation. For reasons of cost, both sets
of Proposals have been set out in a single circular.
The First EGM Proposals comprise: (i) a disposal of the
Company's entire Portfolio through a Portfolio Realisation; (ii)
amendments to the Current Investment Objective and Policy to
authorise such a disposal; and (iii) amendments to the Articles to:
(a) permit the conversion of any or all of its Shares into
redeemable shares and (subject to such conversion) to permit the
redemption of its Shares as a means of returning disposal proceeds
to Shareholders, and (b) adjust the voting rights attaching to the
Shares so as to ensure that the Company will be wound up following
completion of the Portfolio Realisation.
The Company's listing and the capacity to trade in its Shares
will be maintained for as long as the Directors believe it to be
practicable during the period prior to the Company's liquidation,
subject to the requirements of Chapter 15 of the Listing Rules.
Once the Company is placed into voluntary liquidation, the listing
and trading of its Shares will be cancelled; at that point,
however, the Net Asset Value of the Shares is expected to be
negligible as substantially the whole of the value of the capital
of the Company, save for the Liquidators' Retention, will have
already been returned to the Shareholders through Compulsory
Redemption of Shares.
The proposed amendment of the Current Investment Objective and
Policy in order to permit a Portfolio Realisation as contemplated
by the First EGM Proposals is considered a material change, which
requires the consent of Shareholders in accordance with the Listing
Rules. The amendments to the Articles to allow Shareholders to
realise their investments through compulsory redemptions of their
Shares and to adjust the weight attached to votes cast by
Shareholders in favour of putting the Company into voluntary
liquidation in order to ensure that the Company will be wound up at
the Second EGM also require Shareholder approval, pursuant to the
Companies Law.
As announced on 18 December 2017 and as described below, the
Company has already entered into conditional Sale and Purchase
Agreements with the Purchaser for the sale of the entire Portfolio.
The Board believes that implementing a disposal of the Portfolio in
this way through a sale to a single purchaser achieves a balance
between maximising the value from the Company's investments and
making timely returns of capital to Shareholders. Further, the
Proposals will allow cash to be returned to Shareholders in a
relatively swift and cost-effective manner through the Compulsory
Redemption of Shares (or such other mechanism as the Directors
consider, at their discretion, is in the best interests of
Shareholders as a whole).
The Board is also putting forward proposals for approval by
Shareholders at the Second EGM which, if approved, would place the
Company into voluntary liquidation. The Second EGM Proposals
comprise: (i) the authorisation to place the Company into voluntary
liquidation; and (ii) the appointment of the Liquidators. In
addition, customary miscellaneous powers are conferred on the
Liquidators. In circumstances where the First EGM Proposals have
not been approved, the Company will continue to function in
accordance with the Current Investment Objective and Policy and the
Second EGM will be adjourned indefinitely.
The Circular sets out details of, and seeks shareholder approval
for, the Proposals and explains why the Board is recommends that
shareholders vote in favour of the Resolutions to implement them.
Notices of the EGMs are set out at the end of the Circular.
Portfolio Realisation and return of cash to Shareholders
If the First EGM Proposals are approved, the Directors will have
the authority to execute a Portfolio Realisation. As and when
proceeds from the sales of the Company's Portfolio pursuant to the
Sale and Purchase Agreements accumulate, the Directors will return
these proceeds to Shareholders pro rata to their shareholdings.
This will occur at such times as the Directors select by the
Company redeeming such number of Shares as have an aggregate NAV
(as at a Net Asset Value Date selected by the Directors) equivalent
to the amount proposed to be returned to Shareholders.
In accordance with the Amended Investment Objective and Policy,
save as set out below, the Company will make no new investments.
Pursuant to the Sale and Purchase Agreements, the Company has
agreed to sell and the Purchaser has agreed to purchase the entire
Portfolio as it currently stands. In the event that the Company is
approached and offered the option to make a further follow-on
investment with respect to an existing asset, then the Company may
consider such opportunities on a case-by-case basis and then make
such further investments to the extent these follow on investments
are permitted under its contractual arrangements with the Purchaser
(a "Follow-On Investment"). Under the current arrangements with the
Purchaser, if the Company decides to commit to any Follow-On
Investment prior to completion under the Sale and Purchase
Agreements then such Follow-On Investments shall also be included
as part of the Portfolio to be transferred under the Sale and
Purchase Agreements and the consideration shall be adjusted
accordingly meaning that such Follow-On Investments are at no
additional cost to the Shareholders.
Should the Sale and Purchase Agreements not be completed and the
Company decides to undertake a Portfolio Realisation with a
different purchaser or purchasers, the Company will similarly seek
to engage with such purchaser to negotiate an adjustment mechanism,
if necessary, for such follow-on investments.
The Board and the Investment Manager will use reasonable
endeavours to ensure that as much of the available cash arising
from the Portfolio Realisation is returned to Shareholders as soon
as reasonably practicable having regard to cost efficiency, the
Company's working capital requirements and liquidation costs
(including the Retention). Subject to the approval of the First EGM
Proposals, including the adoption of the New Articles, the Board
intends to make future returns of cash through one or more
Compulsory Redemptions of Shares, with substantially all of the
cash available for such purposes being returned as soon as
practicable after 29 March 2018.
Sale and Purchase Agreements
With a view to ensuring that Shareholders realise their Shares
at the best possible price, the Board commissioned Campbell
Lutyens, a specialist in the restructuring of private equity
portfolios, to ascertain potential secondary market interest for
the Portfolio. Pursuant to that process, proposals were received
from a number of interested parties and it was determined that the
highest bid was the most attractive option.
On 18 December 2017, the Company entered into two conditional
sale and purchase agreements with the Purchaser: (i) a sale and
purchase agreement for certain investment fund interests held by
the Company (the "Flow Interests SPA"); and (ii) a sale and
purchase agreement for the Company's remaining investment fund
interests (the "Additional Interests SPA").
Prior to completion of the Additional Interests SPA, the
Purchaser will novate all of its rights and obligations under the
Additional Interests SPA to another entity managed by the
Investment Manager and funded by the Purchaser.
There is no unilateral termination right for the Purchaser under
the Sale and Purchase Agreements unless completion has not occurred
by the long stop date of 14 December 2018. The Company has the
unilateral ability to exclude a particular investment fund interest
or interests (being sold and purchased through either or both of
the Flow Interests SPA and Additional Interests SPA) from the sale
if all necessary approvals for the transfer of such investment fund
interest have not been obtained by 31 March 2018. The Company
anticipates using such power if necessary to enable the parties to
proceed to close without single interests delaying completion.
Under the terms of the Sale and Purchase Agreements, a group
entity of the Purchaser provides the Company a guarantee with
respect to payment obligations arising from the agreements.
The Sale and Purchase Agreements also contain certain market
standard indemnities, warranties and limitations found in
agreements of the same kind and subject.
Should the First EGM Proposals be approved by Shareholders and
certain other customary conditions precedent are satisfied, the
Sale and Purchase Agreements will become unconditional and it is
expected that the bulk, if not all, of the proceeds from the sale
will be received in one tranche upon completion of the sale. It is
the Board's intention that capital be returned to Shareholders
through one or more Compulsory Redemptions of Shares as and when
proceeds are received.
Proposals
The purpose of the Circular is to seek approval for the
Proposals. Set out at the end of the Circular are notices convening
the two EGMs to be held at the Company's registered office, 1 Royal
Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL.
The First EGM will be held at 10.00 a.m. on 27 February 2018, to
seek approval from Shareholders, in accordance with applicable law,
for the following proposals to:
(i) amend the Current Investment Objective and Policy in the manner set out below; and
(ii) amend the Articles to:
(a) permit the conversion of any or all of its Shares into
redeemable shares and (subject to such conversion) to permit the
compulsory redemption of Shares, from time to time and at the
discretion of the Board, prior to the Company's eventual
liquidation - the purpose of such amendment being to facilitate the
return to Shareholders of the cash proceeds from the disposal of
the Portfolio in a cost-efficient manner in accordance with the
proposed Amended Investment Objective and Policy ("Compulsory
Redemption"); and
(b) provide that: (1) where, following approval of the First EGM
Proposals, a resolution to place the Company into voluntary
liquidation is proposed, each Shareholder who votes against such a
resolution shall, on a poll, have one vote per Share held (the
aggregate number of all such votes being the "Aggregate Negative
Votes"); and (2) each Shareholder who votes in favour of such a
resolution shall, on a poll, have an adjusted number of votes per
Share (the "Adjusted Positive Votes") such that the aggregate
Adjusted Positive Votes equal four times the Aggregate Negative
Votes, or 80 per cent. of the votes cast, as long as there is at
least one vote in favour of the resolution.
(together, the "First EGM Proposals").
The Second EGM will be held at 10.00 a.m. on 29 June 2018, to
seek approval from Shareholders, in accordance with applicable law,
for the following proposals to:
(i) place the Company into voluntary liquidation;
(ii) appoint James Toynton and Benjamin Rhodes of Grant Thornton
as joint liquidators to the Company (the "Liquidators"), with a
view to effecting the voluntary liquidation of the Company; and
(iii) confer customary powers on the Liquidators,
(together, the "Second EGM Proposals").
The First EGM Proposals and Second EGM Proposals (together, the
"Proposals") set out in the Circular are subject to the approval of
Shareholders. Notices of the Extraordinary General Meetings at
which the Resolutions to approve the Proposals will be considered
are set out at the end of the Circular.
The First EGM Proposals, if approved, will result in
Shareholders having their shareholdings in the Company realised in
an orderly manner via Compulsory Redemptions of their Shares on a
pro rata basis in accordance with the New Articles (or via such
other mechanism which the Directors consider, at their discretion,
is in the best interests of Shareholders as a whole). In
circumstances where the First EGM Proposals have not been approved,
the Company will continue to function in accordance with the
Current Investment Objective and Policy and the Second EGM will be
adjourned indefinitely.
The Second EGM Proposals, will, if approved, result in the
voluntary liquidation of the Company. Surplus funds (if any)
remaining after the Liquidators have settled all liabilities, costs
and expenses (including the costs of the Company's liquidation)
will be available to the Shareholders at the conclusion of the
liquidation.
Based on consultations with the Investment Manager, the Board
expects that, by the time of the Second EGM, substantially the
whole of the Portfolio will have been realised as part of the
Portfolio Realisation and substantially the whole of the value of
the Shares returned to Shareholders by means of Compulsory
Redemption of Shares.
Irrevocable Undertakings
As at the date of the Circular, Shareholders, representing
approximately 70 per cent. of the voting rights of the Company,
have signed irrevocable undertakings pursuant to which they
undertake, amongst other things, to cast, or procure the casting
of, the votes attaching to the Shares they hold or otherwise
control in favour of the Proposals and to not sell, transfer or
otherwise dispose of such Shares.
Investment Objective and Policy
In order to implement the Portfolio Realisation, it is necessary
to amend the existing Investment Objective and Policy of the
Company (the "Current Investment Objective and Policy") to reflect
the objective of realising the Portfolio.
Current Investment Objective and Policy
A summary of the Current Investment Objective and Policy of the
Company is set out below:
"Investment Objective
The investment objective is to maximise total returns to
shareholders, principally through long-term capital gains.
Investment Policy
The investment policy is to achieve the objective through
investment in a diversified portfolio of private equity ("PE")
funds and direct co-investments."
Amended Investment Objective and Policy
It is proposed that, if the First EGM Proposals are approved,
the Current Investment Objective and Policy will be replaced in its
entirety with the amended investment objective and policy of the
Company (the "Amended Investment Objective and Policy") as
follows:
"Investment Objective
The Company will be managed with the objective of realising all
remaining assets in the Portfolio, individually or in any
combination of disposals, in a prudent manner consistent with the
principles of good investment management with a view to returning
capital to the Shareholders in an orderly manner.
Investment Policy
The Portfolio Realisation will be effected with a view to the
Company realising all of its investments in a manner that achieves
a balance between maximising the value from the Company's
investments and making timely returns of capital to Shareholders.
The Company may sell its investments in such manner (including by
way of individual or portfolio asset disposals) and to such persons
as it chooses, but in all cases with the objective of achieving the
best available price in a reasonable time scale.
The Company will cease to make any new investments or to
undertake capital expenditure other than in line with existing
contractual obligations.
Any cash received by the Company as part of the realisation
process prior to its distribution to Shareholders will be held by
the Company as cash on deposit and/or as cash equivalents.
The Company will not undertake new borrowing other than for
short-term working capital purposes."
Amendments to the Articles
The Company proposes to amend the Articles to facilitate returns
of cash to Shareholders in an efficient manner and the future
liquidation of the Company as described above.
A detailed description of the Compulsory Redemption mechanism
included in the New Articles is set out below.
A copy of the Articles and the draft New Articles will be
available for inspection at the offices of Herbert Smith Freehills
LLP, Exchange House, Primrose Street, London EC2A 2EG and at the
registered office of the Company during normal business hours on
any Business Day from the date of the Circular until the conclusion
of the Second EGM and at the place of the Extraordinary General
Meetings for at least 15 minutes prior to, and during, the
meetings.
Payments of redemption monies are expected to be effected either
through CREST (in the case of Shares held in uncertificated form)
or by cheque (in the case of Shares held in certificated form)
within 14 Business Days of the relevant Redemption Date, or as soon
as practicable thereafter. Shareholders will be paid their
redemption proceeds in Sterling.
Compulsory Redemptions and Settlement
Compulsory Redemption mechanism
Subject to approval of the First EGM Proposals, including the
adoption of the New Articles, following the First EGM, the Company
will have the power to make Compulsory Redemptions of Shares in
volumes and on dates to be determined at the Directors' sole
discretion, with the amount distributed in respect of the Shares on
each occasion representing such proportion of the cash available
for distribution by the Company at the relevant time as the
Directors consider to be prudent. Such number of Shares as have an
aggregate NAV equivalent to the amount proposed to be returned to
Shareholders will be redeemed from all Shareholders pro rata to
their shareholdings on the Redemption Date.
As and when the Directors exercise their discretion to redeem
compulsorily a given percentage of the Shares in issue, the Company
will make a Redemption Announcement in advance of the relevant
Redemption Date. The Redemption Announcement is expected to include
the following details:
-- the aggregate amount to be distributed to Shareholders;
-- the Relevant Percentage of Shares to be redeemed (pro rata as
between the holders of Shares as at the Redemption Date);
-- a timetable for the redemption and distribution of redemption
proceeds, including the Redemption Date and Redemption Record
Date;
-- the Redemption Price in respect of Shares to be redeemed;
-- a new ISIN in respect of Shares which will continue to be
listed following the relevant Redemption Date; and
-- any additional information that the Board deems necessary in
connection with the redemption.
Redemptions of Shares will become effective on each Redemption
Date, being a date chosen at the Directors' sole discretion, as
determined by the Directors to be in the best interests of
Shareholders as a whole. In determining the timing of any
Redemption Date, the Directors will take into account the amount of
cash available for payment of redemption proceeds and the costs
associated with such redemption. Accordingly, the proceeds of a
Portfolio Realisation will not necessarily be distributed at or
soon after the date of any such disposal but may be retained and
aggregated with the proceeds of other disposals pending
distribution. The Shares redeemed will be the Relevant Percentage
of the Shares registered in the names of Shareholders on the
Redemption Date. Shareholders will receive the Redemption Price per
Share in respect of each of their Shares redeemed compulsorily.
First Expected Compulsory Redemption
Subject to approval of the First EGM Proposals and the
completion of both the Flow Interests SPA and the Additional
Interests SPA, the Company expects to have approximately GBP160.1
million of cash available for distribution, based on foreign
exchange rates as at 26 January 2018. This amount is subject to
foreign exchange fluctuations and adjustments for any cashflows at
the Portfolio level between 26 January 2018 and the dates on which
cash proceeds are received by the Company. The Company intends to
return substantially all of the proceeds to Shareholders by way of
a Compulsory Redemption as and when they are received.
Final Expected Compulsory Redemption
Where any cash available for distribution arising from the
Portfolio Realisation has not been returned to Shareholders
pursuant to the First Expected Compulsory Redemption, subject to
any provision for the costs of the Company's liquidation (including
the Retention), such cash shall be returned through one or more
further Compulsory Redemptions of Shares. The last such Compulsory
Redemption of Shares is expected to take place on 13 June 2018
prior to the Company being placed into voluntary liquidation.
Settlement
In the case of Shares held in uncertificated form (that is, in
CREST), redemptions will take effect automatically on each
Redemption Date and redeemed Shares will be cancelled. All Shares
in issue will be disabled in CREST on the Redemption Date and the
existing ISIN applicable to such Shares (the "Old ISIN") (which, as
at the date of the Circular, is GG00B1XCHB94) will expire. A new
ISIN (the "New ISIN") in respect of the remaining Shares in issue
and which have not been redeemed will be enabled and available for
transactions from and including the first Business Day following
the relevant Redemption Date (or such other date notified to
Shareholders). The New ISIN will be notified to Shareholders in the
Redemption Announcement. Up to and including the Redemption Date,
Shares will be traded under the Old ISIN and, as such, a purchaser
of such Shares would have a market claim for a proportion of the
redemption proceeds. CREST will automatically transform any open
transactions as at the Redemption Date (which may be the record
date for the purposes of the redemption) into the New ISIN.
In the case of Shares held in certificated form (that is, not in
CREST), redemptions will take effect automatically on each
Redemption Date. As the Shares will be compulsorily redeemed,
certificated Shareholders do not need to return their Share
certificates to the Company in order to claim their redemption
monies. Shareholders' existing Share certificates will be cancelled
and new Share certificates will be issued to each such Shareholder
for the balance of their shareholding after each Redemption Date.
Cheques will be issued to certificated Shareholders following the
cancellation of any of their Shares. All Shares that are redeemed
will be cancelled with effect from the relevant Redemption Date.
Accordingly, once redeemed, Shares will be incapable of
transfer.
Risks associated with the Proposals
The implementation of the Proposals is subject to a number of
conditions and there can be no guarantee that the Proposals will
become effective or take place in the manner envisioned. In the
event that the First EGM Proposals are not approved by
Shareholders, the New Articles, and the changes to voting rights
facilitating the approval of a liquidation resolution, will not be
adopted. Consequently, the Company will continue to function in
accordance with the Current Investment Objective and Policy; the
Second EGM will be adjourned indefinitely; the currently expected
Portfolio Realisation under the Sale and Purchase Agreements will
not occur and cash proceeds will not be available for distribution
to Shareholders. There can be no guarantee that there will be a
similar or better value Portfolio Realisation available in the
future.
Appointment of Liquidators and Liquidation
Subject to Shareholder approval of the Resolutions relating to
the Second EGM Proposals at the Second EGM, James Toynton and
Benjamin Rhodes of Grant Thornton will be appointed as liquidators
to the Company and their remuneration shall be determined by the
Board before the Company is placed into voluntary liquidation. The
appointment of the Liquidators will take effect immediately upon
the passing of the Resolutions at the Second EGM. Upon the
appointment of the Liquidators, all powers of the Board will cease
and the Liquidators will be responsible for the affairs of the
Company until it is wound up. The Liquidators will wind up the
Company in accordance with the Companies Law and the New Articles,
discharge the liabilities of the Company and, following
satisfaction of all the creditors of the Company, will divide the
surplus assets (if any) of the Company among the Shareholders
according to their respective rights and interests in the
Company.
The Final Expected Compulsory Redemption prior to liquidation
will be subject to a retention (the "Retention") of sufficient
funds that the directors and the Liquidators consider appropriate
for the Liquidators to be able to pay all the Company's
liabilities, estimated costs and expenses and potential tax
liabilities whilst in liquidation, together with a contingent
retention (the "Contingent Retention") currently proposed to be
GBP50,000. Any surplus funds remaining from the Retention after the
Liquidators have settled all liabilities, costs and expenses, will
be distributed to Shareholders at the conclusion of the
liquidation. Payment will be made by cheque provided that any such
amount payable to a Shareholder is at least GBP25.00 or more. Where
less than GBP25.00 is payable to a Shareholder, the amount will be
transferred instead by the Liquidators to the Royal National
Lifeboat Institution (RNLI) (registered charity number 209603) as
the distribution of any amount of less than GBP25.00 per
Shareholder is likely to be nullified by the administrative costs
of making such distribution.
After the liquidation of the Company and the distribution of
surplus assets to Shareholders, existing certificates in respect of
the Shares will cease to be of value and any existing credit of the
Shares in any stock account in CREST will be redundant.
Suspension and cancellation of the admission of Shares to
listing on the FCA's Official List and to trading on the Premium
Segment of the Main Market of the London Stock Exchange
Subject to Shareholder approval of the Resolutions relating to
the Second EGM Proposals at the Second EGM, the register of members
will be closed and the Shares will be disabled in CREST at 6:00
p.m. on 28 June 2018. Accordingly, to be valid, all transfers must
be lodged before 6:00 p.m. on 28 June 2018. Application will be
made to the FCA for suspension of listing of the Shares on the
FCA's Official List and application will be made to the London
Stock Exchange for suspension of trading in the Shares, in each
case, at 7:30 a.m. on 29 June 2018. The last day for dealings in
the Shares on the London Stock Exchange on a normal rolling two day
settlement basis will be 27 June 2018. After 27 June 2018, dealings
should be for cash settlement only and will be registered in the
normal way if the transfer, accompanied by the documents of title,
is received by the Registrars by close of business on 28 June 2018.
The record date, being the date for determining which Shareholders
are entitled to receive liquidation distributions, is close of
business on 28 June 2018.
Transfers received after the time specified above will be
returned to the person lodging them and, if the Resolutions
relating to the Second EGM Proposals are passed, the original
holder will receive any proceeds from distributions made by the
Liquidators.
If the Resolutions relating to the Second EGM Proposals are
passed, the Company will make applications for the cancellation of
the admission of the Shares to listing on the FCA's Official List
and to trading on the Premium Segment of the Main Market following
of the London Stock Exchange following the Second EGM with the
cancellations expected to take effect at 7:00 a.m. on or around 2
July 2018.
Costs of the First EGM Proposals and the Second EGM
Proposals
It is anticipated that the expenses incurred in relation to the
First EGM Proposals and the Second EGM Proposals (including
professional advice and the Liquidators' fees but excluding the
Retention) are currently estimated to amount to approximately
GBP275,000, which excludes the fees and expenses of service
providers in the ordinary course of business up to the date of the
Liquidators' appointment.
Investment Manager Notice
As previously announced on 18 December, the Company has served
notice upon the Investment Manager. The maximum payment payable to
the Investment Manager under the termination provisions of the
investment management agreement, pursuant to which it provides
investment management services to the Company, is US$1,972,462.20.
This will, however, be reduced by the amount of fees paid by the
Company to the Investment Manager in the period running up to the
point at which the Company is placed into voluntary
liquidation.
Extraordinary General Meetings
The First EGM Proposals are conditional on approval from
Shareholders, which is being sought at the First EGM to be held at
1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL at
10.00 a.m. on 27 February 2018. The Second EGM Proposals are
conditional on approval from Shareholders, which is being sought at
the Second EGM to be held at 1 Royal Plaza, Royal Avenue, St Peter
Port, Guernsey GY1 2HL at 10.00 a.m. on 29 June 2018. Notices
convening the Extraordinary General Meetings, including the full
text of the Resolutions, are set out at the end of the
Circular.
At the First EGM, Resolution 1 will be proposed as an Ordinary
Resolution to amend the Current Investment Objective and Policy of
the Company in the manner described above. Resolutions 2 to 4 will
each be proposed as a Special Resolution. Resolution 1 will require
the approval of a majority of members present by a show of hands
or, if a poll is demanded, the total voting rights held by
Shareholders cast at the First EGM (in each case, whether voted by
Shareholders in person or by proxy), while Resolutions 2 to 4 will
each require the approval of a majority of not less than
three-quarters of the members present by a show of hands or, if a
poll is demanded, the total voting rights held by Shareholders cast
at the First EGM (in each case, whether voted by Shareholders in
person or by proxy).
At the Second EGM, Resolution 1 must be approved by a majority
of not less than three-quarters of the members present by a show of
hands or, if a poll is demanded, the total voting rights held by
Shareholders cast at the Second EGM (in each case, whether voted by
Shareholders in person or by proxy), while Resolutions 2 to 5 must
be approved by a majority of members present by a show of hands or,
if a poll is demanded, the total voting rights held by Shareholders
cast at the Second EGM (in each case, whether voted by Shareholders
in person or by proxy). Subject, however, to the passing of
Resolution 4 at the First EGM (which inserts weighted voting rights
on a liquidation resolution into the Articles), the votes of those
Shareholders voting in favour of Resolution 1 at the Second EGM
will be sufficient to pass the Resolution and to place the Company
into voluntary liquidation.
The quorum for the Extraordinary General Meetings will be two or
more members (other than the Company itself where it holds its own
Shares as treasury shares) present in person or by proxy. If within
half an hour after the time appointed for an Extraordinary General
Meeting a quorum is not present, the Extraordinary General Meeting
will stand adjourned for seven days at the same time and place or
such other day and such other time and place as the Board may
determine and no notice of adjournment is required. On the
resumption of an adjourned Extraordinary General Meeting, those
Shareholders present in person or by proxy will constitute a
quorum.
Recommendation
The Board considers that the Proposals are in the best interests
of Shareholders as a whole. Accordingly, the Board unanimously
recommends Shareholders to vote in favour of the Resolutions
proposed at each of the EGMs which the Directors intend to do in
respect of their own beneficial holdings which amount in aggregate
to 108,870 Shares (representing approximately 0.1 per cent. of the
issued share capital of the Company) at the date of the
Circular.
In addition, Shareholders representing approximately 70 per
cent. of the voting rights of the Company have signed irrevocable
undertakings pursuant to which they undertake to vote in favour of
the Proposals.
Expected Timetable
Record date for participation Close of business
and voting at the First on 25 February 2018
EGM
Latest time and date for 10.00 a.m. on 25 February
receipt of Forms of Proxy 2018
for the First EGM*
First EGM 10.00 a.m. on 27 February
2018
Announcement of the result 27 February 2018
of the First EGM
Redemption Record Date for 29 March 2018
First Expected Compulsory
Redemption
Redemption Date for First 3 April 2018
Expected Compulsory Redemption
First Expected Compulsory 17 April 2018
Redemption payment date
and dispatch of balance
share certificates
Redemption Record Date for 12 June 2018
Final Expected Compulsory
Redemption
Redemption Date for Final 13 June 2018
Expected Compulsory Redemption
Final Expected Compulsory 26 June 2018
Redemption payment date
and dispatch of balance
share certificates
Record date for participating Close of business
and voting at the Second on 27 June 2018
EGM
Latest time and date for 10.00 a.m. on 27 June
receipt of Forms of Proxy 2018
for the Second EGM*
Closing of the Company's 6.00 p.m. on 28 June
register and record date 2018
for participation in liquidation
distributions
Suspension of listing and 7.30 a.m. on 29 June
trading of the Shares 2018
Second EGM 10.00 a.m. on 29 June
2018
Announcement of the result 29 June 2018
of the Second EGM
Liquidators appointed 29 June 2018
Cancellation of listing 7.00 a.m. on or around
on the Official List and 2 July 2018
trading of the Shares on
the Premium Segment of the
Main Market of the London
Stock Exchange
Each of the times and dates in the expected
timetable of events may be extended or brought
forward without further notice. If any of the
above times and/or dates change, the revised
time(s) and/or date(s) will be notified to
Shareholders by an announcement through a Regulatory
Information Service provider. All references
to times are to London times.
* Please note that the latest time for receipt
of the Forms of Proxy in respect of the EGMs
is forty-eight hours (excluding any part of
a day which is not a Business Day) prior to
the time appointed for holding the meeting.
Definitions
Defined terms used in this announcement have the meanings given
in the Circular unless the context otherwise requires.
This announcement does not contain all the information which is
contained in the Circular and Shareholders should read the Circular
to make an informed election under the Proposals.
A copy of the Circular can be accessed via the National Storage
Mechanism, which is located at http://www.morningstar.co.uk/uk/NSM,
or the Company's website: www.aberdeenprivateequity.co.uk.
For further information, please contact:
William Hemmings
Aberdeen Fund Managers Limited
020 7463 6000
Henry Freeman / Gillian Martin
Liberum
020 3100 2000
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGSSMFEFFASELE
(END) Dow Jones Newswires
February 01, 2018 07:51 ET (12:51 GMT)
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