TIDMABR
RNS Number : 0259K
Absolute Return Trust Limited
15 August 2012
THE ANNOUNCEMENT AND THE DOCUMENTS REFERRED TO BELOW SHOULD NOT
BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND
REGULATIONS IN SUCH OTHER JURISDICTION.
ABSOLUTE RETURN TRUST LIMITED (the "Company")
(an authorised closed-ended investment company, incorporated
with limited liability under the laws of Guernsey with registered
number 42733)
Recommended proposals for a managed wind-down of the Company,
amendment to the Company's investment policy and objective and
amendment to the Company's articles of incorporation
15 August 2012
PUBLICATION OF CIRCULAR, NOTICE OF Extraordinary General Meeting
and Notice of class meetings
The Company has today published and posted a Circular to its
Shareholders detailing its recommended proposals for a managed
wind-down of the Company. The Circular contains Notices of an
Extraordinary General Meeting and Class Meetings of the Company,
during which the Company will seek shareholder approval for the
amendments to the Company's investment policy and objective and the
amendments to the Company's articles of incorporation necessary to
effect a managed wind-down. Terms used and not defined in this
announcement bear the meaning given to them in the Circular.
1. Introduction and Background
The circular (the "Circular") follows the Company's announcement
on 25 June 2012 that the Board has resolved not to seek
continuation of the Company. Notwithstanding an annualised compound
increase in the NAV per Sterling Share of some 4 per cent. since
inception, the discount to NAV at which the Company's Shares trade
has steadily widened over recent years. As at the last practicable
date, the Company's Sterling Class and Euro Class share prices
traded at respective discounts of 8.36 per cent. and 9.91 per cent.
to Net Asset Value. Over the last twelve months the average
discounts to NAV at which the Sterling and Euro Classes have traded
has been 15.87 per cent. and 12.38 per cent. respectively. This
discount widening has occurred despite persistent share buybacks
and capital returns at NAV via the operation of the redemption
facility. In discussions with Shareholders the persistence of the
discount was identified as a key investor concern. The Board has
explored a variety of ways to address the discount for the benefit
of all Shareholders and has concluded that in current market
conditions there is insufficient demand for a closed-ended company
that invests in a multi-manager portfolio of hedge funds to warrant
continuation.
The Circular contains Proposals for putting the Company into an
orderly wind-down (the "Managed Wind-down"). The Proposals
constitute a material change to the Company's investment policy and
will require Shareholder approval before they can be
implemented.
The Circular sets out details of, and seeks Shareholder approval
for, the Proposals and explains why the Board is recommending that
Shareholders vote in favour of the Special Resolutions to be
proposed at the Extraordinary General Meeting to be held on 7
September 2012 and each of the Class Meetings to be held
immediately following the Extraordinary General Meeting. Notices of
the Extraordinary General Meeting and each of the Class Meetings
are set out at the end of the Circular.
Estimated current liquidity profile
An estimate of the current liquidity profile of the Portfolio is
set out below.
The estimated Portfolio liquidity profile is indicative only and
should not under any circumstances be considered a prediction,
forecast or guarantee of the Company's actual Portfolio liquidity
profile or an indication as to the timing of distributions to
Shareholders pursuant to the proposed Managed Wind-down of the
Portfolio for which the Company is seeking Shareholder approval. In
addition, there is no guarantee that the Company's underlying
investments will be realised at their net asset value, and it is
possible that the Company may not be able to realise some of its
underlying investments at any value.
The table below sets forth the Company's current estimate of the
earliest possible dates at which investments in the Portfolio could
be redeemed without the Company incurring a penalty. The liquidity
analysis: (1) assumes that where redemption notices are currently
placed, redemption proceeds will be received in the normal course
following the applicable redemption date; (2) assumes that for
Portfolio holdings for which redemption is possible, and taking
into consideration lock-ups, investor-level gates and fund-level
gates that are currently implemented, as applicable, redemption
notices will be placed at the next available dealing date following
the Extraordinary General Meeting and that the proceeds will be
received in the normal course following the applicable redemption
date.
As previously reported in the annual report and financial
statements, in order to facilitate the return of cash to
shareholders in a timely fashion, in the event that the Proposals
are approved in the Extraordinary General Meeting, the Manager,
with the Board's approval, served redemption notices at the end of
June 2012 on those funds in the Company's Portfolio which have
notice periods of 90 days or more. The process of serving
redemption notices has subsequently been extended as at the end of
July 2012 to include those funds in the Company's Portfolio which
have notice periods of 60 days or more.
The liquidity schedule below is based on Portfolio investments
and related net asset values as of 30(th) June 2012(1) . As at that
date 4.18% of the Portfolio was invested in assets held either in
fund side-pockets or in funds which have otherwise restricted
redemption mechanisms, where there is currently no firm indication
from the underlying hedge fund manager on the expected timing of
the receipt of redemption proceeds. These assets have been excluded
from the liquidity schedule and the schedule below therefore
reflects the anticipated liquidity schedule for the remaining
95.82% of the Portfolio
30(th) September 2012 54.04% 12.81%
---------------------- ------ ------
31(st) December 2012 77.88% 68.60%
---------------------- ------ ------
31(st) March 2013 83.46% 76.22%
---------------------- ------ ------
30(th) June 2013 89.98% 84.03%
---------------------- ------ ------
30(th) September 2013 92.66% 89.74%
---------------------- ------ ------
31(st) December 2013 94.65% 92.39%
---------------------- ------ ------
30(th) June 2014 95.69% 95.22%
---------------------- ------ ------
31(st) December 2014 95.82% 95.73%
---------------------- ------ ------
30(th) June 2015 95.82% 95.82%
---------------------- ------ ------
Notes:
(1) The liquidity schedule does not take into account the
potential impact of the Company's currency hedging policy. Currency
fluctuations may impact materially the actual redemption proceeds
available for distribution to Shareholders.
(2) Actual proceeds are expected to be received following the
relevant redemption date in accordance with the underlying fund's
stated terms, generally within 60 days (with the exception of
proceeds held back until the completion of the applicable annual
audit), although where liquidity is constrained, receipt might be
further delayed. Other factors may affect the Company's ability to
redeem its holdings in accordance with the estimated timeframes set
out above.
(3) Shareholders should note that receipt of redemption proceeds
by the Company will not necessarily result in an immediate return
of such proceeds to Shareholders. The Board will determine when
redemption proceeds are returned to Shareholders at its sole
discretion.
2. The Proposals
In order to implement the Proposals, the Company must take
certain steps which require Shareholder approval.
The Proposals comprise:
-- amending the Company's Investment Objective and Policy to
commence the Managed Wind-down process; and
-- amending the Articles (i) to permit the compulsory redemption
of Shares at the discretion of the Board until the Company's
voluntary liquidation; (ii) to permit the Board to suspend
conversions between Share classes at its sole discretion at any
time during the course of the Managed Wind-down process; and (iii)
to permit the Board at its sole discretion to compulsorily convert
one class of Shares into the other.
The Proposals set out in the Circular are subject to the
approval of Shareholders, and the Circular contains Notices of the
Extraordinary General Meeting and each of the Class Meetings at
which the Special Resolutions to approve the Proposals will be
considered. The Proposals, if approved, will result in Shareholders
realising their investment in the Company in an orderly manner via
compulsory redemptions of their Shares on a pro rata basis in
accordance with the New Articles.
In the event that any of the Special Resolutions proposed at the
Extraordinary General Meeting and each of the Class Meetings
relating to the Proposals is not passed, the Company will continue
with its current Investment Policy and Objective and Articles and
the Board will give consideration to putting forward alternative
proposals for consideration at the annual general meeting of the
Company later this year.
3. Investment Objective and Policy
In order for the Company to follow the Managed Wind-down process
set out in the Circular, it is necessary to amend the Company's
Investment Objective and Policy. If the Proposals are approved the
Company's revised Investment Objective and Policy will be as set
out below.
"The Company will be managed with the intention of realising all
remaining assets in the Portfolio with a view to returning invested
capital to the Shareholders in an orderly manner.
Any cash received by the Company as part of the realisation
process, but 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."
Shareholders should expect that, under the terms of the Managed
Wind-down, the Board and the Manager will be committed to
distributing as much of the available cash as soon as reasonably
practicable having regard to cost efficiency and working capital
requirements. Accordingly, in order to minimise the administrative
burden, Shareholders should expect that redemptions will be made
regularly but not necessarily as soon as cash becomes
available.
4. Costs of the Managed Wind-down and Liquidation
It is anticipated that the costs of the Managed Wind-down will
be approximately (GBP)200,000 and the costs of the subsequent
voluntary liquidation of the Company are not expected to exceed
(GBP)50,000.
5. Currency Hedging and Conversion between Share Classes
Currency hedging
If the Managed Wind-down is approved by Shareholders at the
Extraordinary General Meeting and the Class Meetings, the Board
currently expects (subject to suitable hedging contracts, such as
currency swap agreements, futures contracts, options and forward
currency exchange and other derivative contracts, being available
in a timely manner and on acceptable terms) to continue generally
to seek to hedge currency exposure against the US Dollar for both
Sterling and Euro Classes until approximately 84 per cent. of
redemption proceeds have been distributed to Shareholders, at which
point the Company's currency hedging programme will be
terminated.
Upon termination of the Company's currency hedging programme,
holders of Shares will be exposed to exchange rate fluctuations
between the US Dollar and the Euro and/or Sterling. When the Board
resolves to terminate the Company's currency hedging programme,
such decision will be announced by RIS.
Conversion between Share classes
In order to carry out the Managed Wind-down as efficiently as
possible, as part of the proposed amendments to the Articles, the
Board is seeking approval from Shareholders to permit the
suspension of conversions between Share classes. The Board will
monitor on an ongoing basis during the course of the Managed
Wind-down whether or not it may be appropriate to suspend
conversions between Share classes.
Furthermore, as compulsory redemptions of Shares are made, the
number of Shares outstanding in respect of each Share class will
reduce. This will result in the time and cost incurred to maintain
the two Share classes becoming proportionately more expensive. It
is therefore proposed to amend the Articles to allow the Directors
to compulsorily convert one class of Share into another class of
Share, without requiring separate Shareholder approval.
6. Compulsory Redemption Mechanism
Pursuant to the Proposals, subject to the passing of the Special
Resolutions, the Company will make compulsory redemptions of Shares
of each class in volumes and on dates to be determined at the
Directors' sole discretion. Shares of each class will be redeemed
from all Shareholders of that class pro rata to their existing
holdings of Shares of the relevant class on the relevant record
date for any given Redemption Date. The Directors will be
authorised to make such redemptions under the New Articles.
Under current UK taxation law and practice, redemptions of
Shares will constitute a disposal for the purposes of UK capital
gains tax.
When the Directors exercise their discretion to redeem
compulsorily a given percentage of the Shares of each class in
issue, the Company will make a Redemption Announcement in advance
of the relevant Redemption Date. The Redemption Announcement will
include the following details:
-- the aggregate amount to be distributed to Shareholders;
-- the Relevant Percentage of each class of Shares to be
redeemed (pro rata as between the holders of Shares of the relevant
class as at the Redemption Record Date);
-- a timetable for the redemption and distribution of redemption
proceeds, including the Redemption Date and the Redemption Record
Date;
-- the Redemption Price per Share in respect of each class of Shares;
-- a new ISIN in respect of each class 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' absolute 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. The Shares redeemed will be the
Relevant Percentage of the Shares of each class registered in the
names of Shareholders on the Redemption Record Date. Shareholders
will receive the Redemption Price per Share of the relevant class
in respect of each of their Shares redeemed compulsorily.
The Company intends to pay distributions to Shareholders until
the NAV of the Company decreases to an amount such that the
Directors consider it appropriate to put the Company into voluntary
liquidation. The Board will then consider, in the light of the then
prevailing market conditions and of Shareholders' views, proposing
a resolution for the immediate voluntary liquidation of the Company
at that time.
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
of each class in issue will be disabled in CREST on the Redemption
Date and the existing ISINs applicable to such classes of Shares
(the "Old ISINs") (which, for the first redemption, in respect of
the Sterling Shares and Euro Shares are GB00B05PYY10 and
GG00B29YCR78 respectively) will expire. A new ISIN (the "New
ISINs") in respect of the remaining Shares of each class 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). New ISINs will be notified to Shareholders in the
Redemption Announcement. Up to and including the Redemption Date,
Shares will be traded under the Old ISINs 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 is the record date
for the purposes of the redemption) into the New ISINs.
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 automatically be issued to certificated Shareholders
upon 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.
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 the currency in which their Shares are
denominated or as determined by the Directors.
7. New Articles
It is proposed that the existing Articles be substituted with
the New Articles. The adoption of the New Articles will enable the
Company to effect the Proposals. The substantive changes contained
in the New Articles (i) permit the Directors, at their sole
discretion, to compulsorily redeem Shares on an ongoing basis in
order to return capital to Shareholders; (ii) permit the Board to
suspend the right of conversion between Share classes at its sole
discretion at any time during the Managed Wind-down process; and
(iii) to permit the Board at its sole discretion to compulsorily
convert one class of Share into the other.
A copy of the existing Articles and the New Articles will be
available for inspection at the offices of Herbert Smith LLP,
Exchange House, Primrose Street, London EC2A 2HS and at the
registered office of the Company during normal business hours on
any Business Day (Saturdays and public holidays excepted) from the
date of the Circular until the conclusion of the Extraordinary
General Meeting and the Class Meetings and at the place of the
Extraordinary General Meeting and the Class Meetings for at least
15 minutes prior to, and during, the relevant meeting.
8. Listing
The Board intends to maintain the Company's listing for as long
as the Directors believe it to be practicable during the Managed
Wind-down period, subject to the ability of the Company to continue
to comply with its obligations under the Listing Rules (including
the obligation to ensure that a sufficient number of its Shares are
in public hands).
The Board believes that maintaining the Company's listing is in
the best interests of Shareholders for the following reasons:
-- the listing should allow the Shares to remain eligible for ISAs and SIPPs;
-- the listing will allow for the maintenance of a daily market
price in the Shares, as required by certain Shareholders;
-- maintaining the listing prevents certain Shareholders from
breaching their own investment restrictions, for example where they
are required to hold listed securities or instruments with daily
liquidity; and
-- maintaining the listing allows continued trading, which
allows opportunities for secondary market sales prior to the
conclusion of the Managed Wind-down.
The cost efficiency of retaining the Company's listing will
continue to be monitored and reviewed by the Board on an ongoing
basis. The Board may propose a cancellation of the Company's
listing before it ceases to comply with the Listing Rules, although
any such proposal will be subject to the approval of
Shareholders.
The Directors shall immediately notify the FSA and seek
suspension of the listing of the Shares pursuant to Listing Rule 5
if the Company can no longer satisfy the continuing obligations for
listing set out in the Listing Rules (including if the percentage
of Shares of a class held in public hands (as such phrase is used
in current Listing Rule 6.1.19(4)R) falls below 25 per cent. of the
total number of issued Shares of that class).
9. Management and Performance Fees
Management Fee
The Manager is entitled to a Management Fee of 1 per cent. per
annum calculated monthly on the gross assets of the Company. As the
investments in the Portfolio are redeemed and cash is returned to
Shareholders, the gross assets of the Company will diminish and the
amount paid to the Manager will decline proportionately.
Performance Fee
The Manager has agreed that if the Proposals are approved, there
will be no accrual of Performance Fees after the NAV date
immediately following the Extraordinary General Meeting.
10. Termination of Existing Service Contracts
The Company has agreed with the Manager that notice to terminate
the Management Agreement will be deemed to have been given with
effect from the date of the Extraordinary General Meeting (subject
to the passing of the Special Resolutions).
A termination fee with respect to the Management Agreement will
only be payable in the event the Management Agreement terminates
within twelve months (the stated notice period) following the
Extraordinary General Meeting. This fee will be calculated on the
same basis as the Management Fee by reference to the NAV of the
Company at the date of termination of the Management Agreement, and
is therefore likely to be immaterial for the reason stated in
Section 9 above.
It is the Company's intention to agree termination of existing
contracts with the Company's other service providers without
incurring any termination fees.
11. NAV Reporting
During the Managed Wind-down period, the Company intends to
continue to publish the NAV per Share of each class on at least a
monthly basis in accordance with the provisions of the Prospectus.
In addition, the Company expects to continue to publish the
estimated weekly NAV per Share of each class.
12. Liquidation
At an appropriate point in the future, subject to the
implementation of the Proposals, the Board will propose the
appointment of a liquidator which will require a further
extraordinary general meeting. The Board's assessment of the
correct juncture to propose liquidation will be driven, inter alia,
by an assessment of the viability of both Classes of Shares
following the principal Managed Wind-down redemption distributions.
Following the required extraordinary general meeting at a point in
the future to implement a liquidation process, the remaining assets
of the Company will be liquidated and returned to Shareholders net
of costs.
13. Risks Associated with the Proposals
In considering their decision in relation to the Proposals,
Shareholders are referred to the risks set out below.
Shareholders should read the Circular carefully and in its
entirety and, if Shareholders are in any doubt about the contents
of the Circular or the action Shareholders should take,
Shareholders are recommended to seek immediately their own personal
financial advice from their stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under
the UK Financial Services and Markets Act 2000.
Only those risks which are material and currently known to the
Company have been disclosed. Additional risks and uncertainties not
currently known to the Company, or that the Company currently deems
to be immaterial, may also have an adverse effect on the
Company.
-- The value of the Portfolio may fluctuate and the value of
Shareholders' investments in the Company could decline
substantially.
-- The Company's assets may not be realised at their reported
net asset values, and it is possible that the Company may not be
able to realise some of its underlying investments at any
value.
-- In a Managed Wind-down, the value of the Portfolio will be
reduced and concentrated in fewer holdings. In addition, as the
Portfolio is concentrated in fewer holdings, the number of
underlying managers in respect of Portfolio assets may be reduced
and the Company's exposure to varying management strategies may be
limited.
-- Where the Board determines that the Portfolio no longer
retains sufficient liquidity for the Manager to be able to maintain
a full currency hedging programme, the Board will terminate the
Company's current currency hedging arrangements. When this occurs,
Shareholders will be exposed to subsequent fluctuations in US
Dollar/Sterling/Euro exchange rates.
-- The liquidity profile of the Portfolio is such that
Shareholders may have to wait a considerable period of time before
receiving all their distributions pursuant to the Managed
Wind-down. During that time the Portfolio may not be managed in a
balanced manner which may adversely affect its performance.
-- The details of the Company's anticipated liquidity profile
during the Managed Wind-down as set out in the Circular are
indicative only and should not under any circumstances be
considered a prediction, forecast or guarantee of the Company's
actual Portfolio liquidity profile or an indication as to the
timing of distributions to Shareholders pursuant to the proposed
Managed Wind-down of the Portfolio.
-- It should also be noted that there may be other matters or
factors which affect the availability, amount or timing of receipt
of the proceeds of realisation of some or all of the Company's
investments. In particular, ongoing redemptions will decrease the
size of the Company's assets, thereby increasing the impact of
fixed costs incurred by the Company on the remaining assets. In
determining the size of any distributions, the Directors will take
into account the Company's ongoing running costs. However, should
these costs be greater than expected or should cash receipts for
the realisations of investments be less than expected, this will
reduce the amount available for Shareholders in future
distributions.
-- The maintenance of the Company as an ongoing listed vehicle
will entail administrative, legal and listing costs, which will
decrease the amount ultimately distributed to Shareholders. The
listing of the Shares may at some stage during the Managed
Wind-down be suspended and subsequently cancelled, at which point
such Shares will no longer be capable of being traded on the London
Stock Exchange.
-- Redemptions of Shares will be made at the Directors' sole
discretion, as and when they deem that the Company has sufficient
assets available to make a redemption. Shareholders will therefore
have little certainty as to when their Shares will be redeemed.
14. Extraordinary General Meeting and Class Meetings
The Proposals are subject to Shareholder approval. Notice
convening the Extraordinary General Meeting, to be held at 10.30
a.m. on 7 September 2012 at the offices of Absolute Return Trust
Limited at Trafalgar Court, Les Banques, St Peter Port, Guernsey,
GY1 3QL,is set out at the end of the Circular, together with the
Notices of Class Meetings. The Notice of Extraordinary General
Meeting and Notices of Class Meetings include the full text of the
Special Resolutions.
The Special Resolutions will, if passed, amend the Investment
Objective and Policy of the Company in the manner described above
and adopt the New Articles.
Pursuant to the Articles, the Proposals are deemed to have the
effect of modifying the specific rights attached to the Euro Shares
and Sterling Shares. Accordingly, it is necessary to convene
further, separate Class Meetings with respect to holders of Euro
Shares and Sterling Shares to approve the proposed changes to the
Investment Objective and Policy and the proposed amendments to the
Articles. The Class Meetings in respect of the Euro Shares and
Sterling Shares will be held at the offices of Absolute Return
Trust Limited on 7 September 2012 at 10.40 a.m. and 10.50 a.m.
respectively (or as soon thereafter as the Extraordinary General
Meeting or previous Class Meeting, as applicable, shall have
concluded or been adjourned) and the notice convening each of the
Class Meetings is set out at the end of the Circular. At the Class
Meetings, Special Resolutions will be proposed to approve the
changes to the Investment Objective and Policy and to adopt the New
Articles. The Special Resolutions will each require the approval of
a majority of not less than three quarters of the total voting
rights held by the holders of Euro Shares and Sterling Shares (as
appropriate) cast at each respective Class Meeting, whether voted
by the holders thereof in person or by proxy.
In order to become effective, the Special Resolutions must be
approved by the requisite majority of Shareholders at the
Extraordinary General Meeting and holders of the Euro Shares and
Sterling Shares at the Class Meetings.
The quorum for the Extraordinary General Meeting will be two
persons entitled to vote, each being a Shareholder or proxy for a
Shareholder or duly authorised representative of a body corporate.
If within half an hour after the time appointed for the
Extraordinary General Meeting, a quorum is not present, the
Extraordinary General Meeting shall stand adjourned to 10.30 a.m.
on 21 September 2012.
The quorum for each of the Class Meetings will be two or more
persons holding, or representing by proxy, at least one-third of
the voting rights of the issued Shares of the relevant Class, each
being a Shareholder or proxy for a Shareholder or duly authorised
representative of a body corporate. If within half an hour after
the time appointed for the relevant Class Meeting, a quorum is not
present, the relevant Class Meeting shall stand adjourned to 10.40
a.m. on 21 September 2012 in the case of the Class Meeting of Euro
Shareholders and 10.50 a.m. on 21 September 2012 in the case of the
Class Meetings of Sterling Shareholders. At the adjourned Class
Meeting, if a quorum of two or more members holding, or
representing by proxy, at least one-third of the voting rights of
the issued Shares of the relevant Class is not present then one
person present holding shares of the relevant Class shall
constitute a quorum.
ACTION TO BE TAKEN BY SHAREHOLDERS
Forms of Proxy
Shareholder will find enclosed with the Circular the Forms of
Proxy for use at the Extraordinary General Meeting and the Class
Meetings.
Whether or not Shareholders intend to be present at the
Extraordinary General Meeting and Class Meetings, Shareholders are
asked to complete the Forms of Proxy in accordance with the
instructions printed thereon and to return the Forms of Proxy to
Computershare Investor Services (Guernsey) Limited, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY to arrive by the time and date
specified on the Forms of Proxy.
The completion and return of the Forms of Proxy will not
preclude Shareholders from attending either the Extraordinary
General Meeting or the Class Meetings and voting in person if
Shareholders wish to do so.
15. Recommendation
The Board considers that the Proposals (comprising changes to
the Company's Investment Policy and Objective and the adoption of
the New Articles) are in the best interests of the Company and of
Shareholders as a whole. Accordingly, the Board unanimously
recommends Shareholders to vote in favour of the Special
Resolutions to be proposed at the Extraordinary General Meeting and
each of the Class Meetings, as the Directors intend to do in
respect of their entire beneficial shareholdings of 612,940 Shares,
representing 0.38 per cent. of the total number of issued Shares in
the Company.
Expected Timetable
Latest time and date for receipt by 10.30 a.m. on 5 September
of Forms of Proxy for the Extraordinary 2012
General Meeting*
Extraordinary General Meeting 10.30 a.m. on 7 September
2012
Latest time and date for receipt by 10.40 a.m. on 5 September
of Forms of Proxy for the Class 2012
Meeting of holders of Euro Shares*
Class Meeting of holders of Euro 10.40 a.m. on 7 September
Shares 2012
Latest time and date for receipt by 10.50 a.m. on 5 September
of Forms of Proxy for the Class 2012
Meeting of holders of Sterling
Shares* 10.50 a.m. on 7 September
Class Meeting of holders of Sterling 2012
Shares
Announcement of the result of the 7 September 2012
Extraordinary General Meeting and
Class Meetings
Each of the times and dates in the above expected timetable 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 RIS. All references are to London time unless otherwise
stated.
* Please note that the latest time for receipt of the Forms of
Proxy in respect of the Extraordinary General Meeting and each of
the Class Meetings is forty-eight hours prior to the time allotted
for the relevant meeting or adjourned meeting.
A copy of the Circular has been submitted to the National
Storage Mechanism and will shortly be available for inspection at:
www.morningstar.co.uk/uk/NSM. The Circular will also be available
on the Company's website.
Enquiries
Peter Vincent 020 7009 9100
Fauchier Partners
Andrew Maiden 01481 74 5638
Northern Trust International Fund
Administration Services (Guernsey) Limited
William Simmonds 020 7134 7361
J.P. Morgan Cazenove
This information is provided by RNS
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