CIF Carador Eur

TIDMCIF

RNS Number : 9898H

Carador Income Fund PLC

07 June 2011

7 June 2011

Carador Income Fund plc

Notice of Annual General Meeting and Class Meeting

Carador Income Fund plc (the "Company") announces that it has today posted to shareholders of the Company a circular and notice of an annual general meeting (the "AGM") to be held at 3.00 p.m. on 30 June 2011 (the "AGM Circular"). The Company has also today posted to U.S. Dollar Class Shareholders a circular and notice of extraordinary general meeting (the "U.S. Dollar Class EGM") to be held at 4.00 p.m. on 30 June 2011 (the "EGM Circular").

The ordinary business of the AGM, as set out in the AGM Circular, will be to receive the annual report and accounts of the Company, to re-appoint KPMG as auditors to the Company, to authorise the directors to fix the remuneration of the auditors and to re-appoint Werner Schwanberg, Claudio Albanese, Fergus Sheridan and Adrian Waters as directors of the Company. The special business that the Board proposes at the AGM, as set out in the AGM Circular, is as follows:

-- an amendment to the Articles of Association to reflect the distribution policy of the Company, as disclosed in the Prospectus, to ensure that the Shares fall outside the scope of the revised United Kingdom offshore funds regime;

-- the limited dis-application of Shareholders' pre-emption rights;

-- amendments to the Articles of Association to allow for the issue of C Shares; and

-- general amendments to the Articles of Association to make other updates and consequential changes to reflect the change of name of the Irish financial regulator from the "Irish Financial Services Authority" or "Financial Regulator" to the "Central Bank of Ireland" and "Central Bank" respectively.

The Board will consider the use of Placings or the issue of C Shares to take advantage of opportunities to invest in the CLO market from time to time.

The business that the Board proposes at the U.S. Dollar Class EGM, as set out in the EGM Circular, is to amend the investment management agreement ("IMA") to alter the terms of the calculation of the performance fees payable to GSO Capital Partners International LLP (the "Investment Manager"), specifically to amend the definition of the hurdle applicable to the U.S. Dollar Class.

The Company has two Share Classes in issue: a Euro and U.S. Dollar Class. The Company was launched in April 2006 with the issuance of the Euro Class. At the launch of the Company, the Investment Manager was entitled to a performance fee equivalent to 13 per cent. of the amount by which the value of any year end net assets plus dividends paid in the period exceeded the value of the net assets at the end of the previous financial period (subject to the high watermark in previous periods), as increased by 12 month Euribor plus 2 per cent.

Following the amalgamation of the Company and Abingdon Investment Limited in 2008 (and the introduction of the U.S. Dollar Class), the IMA was amended to allow for the performance fee to be calculated separately by Class. Although the relevant net asset references applicable for each class were amended, the hurdle applicable to both Classes remained the same, i.e., 12 month Euribor plus 2 per cent.

The change proposed to the IMA is to provide for separate hurdle rates for each Class. The Euro Share Class will retain the current Euribor-based hurdle, whilst the U.S. Dollar Class will be amended to a hurdle of 12 month U.S. Dollar Libor plus 2 per cent. The Company and the Investment Manager believe that the amendment will provide for a more appropriate hurdle for U.S. Dollar Shareholders, noting in particular that, since the Amalgamation, there has been a clear transition of the Company's Shareholder base and underlying assets from Euro to U.S. Dollar.

Further details of these proposals are set out in the AGM Circular and the EGM Circular, electronic copies of which will be available on the Company's website, www.carador.co.uk, later today. An electronic copy of the annual report and accounts of the Company is also available on the Company's website.

The Company's AGM and U.S. Dollar Class EGM will be held at 78 Sir John Rogerson's Quay, Dublin 2, Ireland at 3.00 p.m. and 4.00 p.m. respectively on 30 June 2011.

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the AGM Circular and/or EGM Circular dated 7 June 2011.

Copies of the AGM Circular and EGM Circular will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.Hemscott.com/nsm.do.

.

Enquiries:

 
 Ailish Taylor 
  State Street Global Services    +353 1 776 0027 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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