TIDMHSGU TIDMHSGS
RNS Number : 2154J
HSBC Global Absolute Limited
25 March 2010
HSBC Global Absolute Limited
St Martins House, Le Bordage, St Peter Port, Guernsey, GY1 1BP
Publication of Circular and Notice of EGM
PUBLICATION OF CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL MEETING
HSBC Global Absolute Limited (the "Company") announced on 25 January 2010 that
the Board was reviewing options for the future of the Company ahead of its
planned continuation vote in August 2010. Further to this, the Company has today
published a Circular to its Shareholders outlining recommended proposals for the
reconstruction and voluntary winding-up of the Company (the "Proposals"). The
Circular also includes notices of class meetings ("Class Meetings") and an
extraordinary general meeting ("EGM") of the Company to be held on 22 April
2010.
Unless otherwise defined, capitalised terms used in this announcement will have
the same meaning given to such terms in the Circular of the Company dated 25
March 2010.
Background to and Reasons for the Proposals
The Company's Articles of Incorporation (the "Articles") provide that the
Company has a fixed life to 30 September 2011, or such later date to which this
may be extended at the annual general meeting of the Company to be held in 2010.
In recent years in particular, the Company's performance has faced challenges
from a very difficult investment environment. Despite this, the Company's
portfolio of investments in hedge funds has continued to perform in line with
its stated objective to achieve absolute returns with lower levels of volatility
than equities generally.
As at 12 March 2010, the US Dollar Share class had returned 51.3 per cent. since
its inception on 28 November 2001, the Sterling Hedged Share class had returned
33.3 per cent. since its inception on 30 November 2004 and the Euro Hedged Share
class had returned 13.1 per cent. since its inception on 1 November 2008. In the
period from 28 November 2001 to 12 March 2010 the MSCI World Index rose by 20.3
per cent.
Notwithstanding the above, the difficult market conditions resulting from market
events in the summer of 2007 and thereafter have had a significant impact on the
ongoing market rating of the Company's Shares and their liquidity in the
secondary market. As at 22 January 2010 (this being the Business Day immediately
preceding the announcement of a review of the options for the future of the
Company), the market capitalisation of the Company was $94.8 million and the
discount at which its Shares traded was 15.6 per cent. for the US Dollar Shares,
20.3 per cent. for the Sterling Hedged Shares, and 12.7 per cent. for the Euro
Hedged Shares.
Consequently, the Board, in conjunction with its advisers, has in recent months
undertaken a review of the options open to the Company ahead of the annual
general meeting in 2010. In particular, when considering these options the
Directors have considered, inter alia, the following factors:
· the discount of the Company's Share price performance to their
respective net asset values;
· the desire of certain Shareholders to value their holding in the
Company at net asset value;
· the limited liquidity of the Shares as currently traded on the London
Stock Exchange and the Channel Islands Stock Exchange;
· the desire of certain Shareholders to be able to trade their Shares at
or around net asset value on a regular basis; and
· the value to Shareholders of maintaining investment exposure in an
absolute return fund of hedge funds product, investment managed by HSBC
Alternative Investments.
Accordingly, the Board has today posted a Circular to Shareholders with
Proposals for the reconstruction and voluntary winding-up of the Company with a
rollover into a successor vehicle.
In the event that the Proposals are not approved at the Class Meetings and/or
the EGM, the Proposals will not be implemented and the Company will not be wound
up, and will continue in operation in accordance with the Articles of
Incorporation.
The Proposals
Under the Proposals, the Company will be wound up by means of a voluntary
winding-up and Shareholders (other than Overseas Holders and other Excluded
Holders, who will be treated as described in the section headed "Entitlements of
Restricted Persons" below) will have their investment in the Company rolled
over in a tax-efficient manner into the HSBC UCITS AdvantEdge Fund ("HSBC UCITS
AdvantEdge" or "HADV"), the sole sub-fund of HSBC UCITS AdvantEdge plc, an
unlisted open-ended umbrella limited liability investment company incorporated
in Ireland and authorised under UCITS.
Shareholders (other than Restricted Persons) will be deemed to have elected for
shares of the HADV GA Class (US Dollar), the HADV Sterling Class, or the HADV GA
Class (Euro) (these being the "HADV Scheme Shares") according to the
denomination of their Shares held by them as at the Effective Date.
As investors in HSBC UCITS AdvantEdge are able to sell their HADV Shares on a
weekly basis at net asset value, Shareholders are not being offered a cash exit
as part of the Proposals. Shareholders may, if they wish, submit instructions
for the sale of part or all of HADV Scheme Shares to HSBC UCITS AdvantEdge
immediately following the implementation of the Proposals. Provided there is no
change to the expected timetable set out on page 4 of the Circular, instructions
for the sale of HADV Scheme Shares received by HSBC UCITS AdvantEdge on or
before 7 May 2010 will be executed based on the prevailing net asset value of
the relevant HADV Share Class as at 12 May 2010 for payment in the week
commencing 17 May 2010, subject to any applicable anti-money laundering checks
and other due diligence requirements of HADV being satisfied by such redeeming
Shareholders.
Provided that all of the resolutions to be proposed at the EGM are passed, the
Company's Shares will be reclassified into Reclassified Shares. No application
will be made to the UK Listing Authority and the London Stock Exchange for the
Reclassified Shares to be admitted to the Official List and to trading on the
main market of the London Stock Exchange or to the Official List of the Channel
Islands Stock Exchange.
HSBC UCITS AdvantEdge
HSBC UCITS AdvantEdge is a sub-fund of HSBC UCITS AdvantEdge plc which is an
open-ended umbrella limited liability investment company incorporated in Ireland
and authorised under UCITS. HSBC UCITS AdvantEdge was authorised by the Irish
Financial Services Regulatory Authority on 1 October 2009. HSBC UCITS AdvantEdge
is not listed on the London Stock Exchange or on any other stock exchange. As at
17 March 2010, HSBC UCITS AdvantEdge had an asset value of EUR64.3 million.
HSBC UCITS AdvantEdge publishes net asset valuations for each of the HADV Share
Classes on a weekly basis. Holders of HADV Shares wishing to sell any part of
their investment are able to submit instructions by the relevant dealing
deadline for the sale of their HADV Shares at the prevailing net asset value of
the relevant HADV Share Class as at the relevant weekly dealing date. The
settlement of redemptions will be subject to any applicable anti-money
laundering checks and other due diligence requirements of HADV being satisfied
by such redeeming holders.
The investment objective of HSBC UCITS AdvantEdge is to generate long term
capital growth througha policy of investing in an internationally diversified
portfolio of shares and units in collective investment schemes and other
permitted investments, with a focus on hedge fund strategies.
Both the Company and HSBC UCITS AdvantEdge are fund of funds with a focus on an
internationally diversified portfolio of hedge fund strategies which seek to
provide lower volatility than that of global equity markets generally.
Further details of HSBC UCITS AdvantEdge are set out in the Circular posted to
Shareholders today. Shareholders are also advised to read the Prospectus and
Supplement for HSBC UCITS AdvantEdge which have been posted to Shareholders
along with the Circular. If Shareholders are in any doubt as to the contents of
the Circular or as to what action to take, they should immediately seek their
own personal financial advice from an appropriately qualified independent
adviser.
Advantages of the Proposals
The Board believes that the Proposals are in the best interests of Shareholders
as a whole because they offer:
· the ability for Shareholders to value their resulting holding of HADV
Scheme Shares at net asset value thus eliminating any discount of the value of
their HADV Scheme Shares to their prevailing net asset value. By contrast, as at
22 January 2010 (this being the Business Day immediately preceding the
announcement of a review of the options for the future of the Company) the
discount at which the Company's Shares traded to their prevailing net asset
values was 15.6 per cent. for the US Dollar Shares, 20.3 per cent. for the
Sterling Hedged Shares, and 12.7 per cent. for the Euro Hedged Shares;
· the choice and flexibility for Shareholders to benefit from the
liquidity offered by HSBC UCITS AdvantEdge which permits HADV Shareholders to
deal in their HADV Shares at net asset value on a weekly basis (settlement of
redemptions by Shareholders being subject to any applicable anti-money
laundering checks and other due diligence requirements of HADV being satisfied
by such redeeming holders). Investors in HSBC UCITS AdvantEdge are not currently
charged for redemptions;
· the opportunity for Shareholders to continue their investment within a
UCITS structure under the investment management of HSBC Alternative Investments
following a similar investment strategy to that of the Company and which
provides for both weekly dealing and switching between share classes of
different currencies on a weekly basis; and
· for Restricted Persons, the certainty of a realisation for cash by means
of the Trustee selling the HADV Scheme Shares issued to it as bare trustee on
behalf of Restricted Persons at the relevant prevailing net asset value as soon
as practicable following the implementation of the Proposals, subject to any
applicable anti-money laundering checks and other due diligence requirements of
HADV being satisfied by the relevant Restricted Persons.
Entitlements under the Proposals
HADV Scheme Shares
The number of HADV Scheme Shares to which each US Dollar Shareholder, Sterling
Hedged Shareholder and Euro Hedged Shareholder shall be entitled under the
Scheme will be calculated by dividing the aggregate value of the assets of the
Transfer Portfolio attributable to the US Dollar Shares, Sterling Hedged Shares
and Euro Hedged Shares by the US Dollar Rollover Price, the Sterling Hedged
Rollover Price, or the Euro Rollover Price, as appropriate.
The aggregate Terminal Asset Value of the US Dollar, Sterling Hedged and Euro
Hedged Shares to beused for the purposes of calculating the number of HADV
Scheme Shares to which each US Dollar, Sterling Hedged and Euro Hedged
Shareholder will be entitled on the Transfer Date will be derived from the
Terminal Asset Value of the US Dollar Shares, Sterling Hedged Shares or the Euro
Hedged Shares, as the case may be, which will be calculated as at the TAV
Calculation Date.
Entitlements of Restricted Persons
"Restricted Persons" means:
(i) any Shareholder whose registered address is in a territory outside the
United Kingdom, the Channel Islands, the Isle of Man, or any jurisdiction in
which it is lawful for HSBC UCITS AdvantEdge to issue Shares ("Overseas
Holders");
(ii) any Shareholder whom the Board, at its sole discretion, has categorised
as an "Excluded Holder", where such Shareholder has, at it own expense and
before the EGM, satisfied the Board that the issue to it of HADV Scheme Shares
is prohibited by law or any other relevant regulations or investment
restrictions that apply to that Shareholder (including such Shareholders'
constitution where applicable); and
(iii) any Shareholder whom the Board reasonably believes to be holding Shares
for or on behalf of an Overseas Holder or of an Excluded Holder,
subject always to the Board's sole discretion to determine otherwise in any
particular case.
HSBC UCITS AdvantEdge will not issue any HADV Scheme Shares due under the
Proposals to Restricted Persons. This Circular is being sent to Restricted
Persons, where it is lawful for the Company to do so, solely in order to enable
them to vote on the Proposals.
In order to enable Restricted Persons to benefit from the Proposals, HSBC UCITS
AdvantEdge will issue to the Trustee, Capita Trust Company Limited, all HADV
Scheme Shares which would otherwise be due under the Proposals to Restricted
Persons. The Trustee will then submit an application to HSBC UCITS AdvantEdge
for the redemption of all such HADV Scheme Shares as soon as practicable
following the implementation of these Proposals.
The proceeds of the sale of HADV Scheme Shares held by the Trustee for the
benefit of Restricted Persons is expected to be paid to such Restricted Persons
by cheque in the week commencing 17 May 2010, subject to any applicable
anti-money laundering checks and other due diligence requirements of HADV being
satisfied by the relevant Restricted Persons. The proceeds of sale payable to
Restricted Persons will be calculated in proportion to, and in the currency of,
their Shares in the Company as at the Effective Date.
The Trustee will not charge the Company or Restricted Persons a fee for its
services in relation to the Restricted Persons.
Shareholders who are in any doubt as to whether they may be a Restricted Person
should immediately seek their own personal financial advice from an
appropriately qualified independent adviser.
Conditions to the Proposals
The Scheme which provides for, and which will effect, the Proposals is
conditional inter alia upon:
· the passing of the Resolutions to be proposed at the Class Meeting of
holders of US Dollar Shares, the Class Meeting of holders of Sterling Hedged
Shares and the Class Meeting of holders of Euro Hedged Shares and the EGM, all
of which are convened for 22 April 2010 (or, in each case, at any adjournment of
such Meetings); and
· the Directors not resolving to abandon the Scheme.
In the event that the Proposals are approved, the Joint Liquidators will set
aside sufficient assets in the Liquidation Fund of the Company to meet its
liabilities (actual and contingent) including the estimated expenses of the
Scheme. The Joint Liquidators will also provide in the Liquidation Fund for a
Retention which they consider sufficient to meet any unascertained and unknown
liabilities of the Company. The Retention is currently expected to amount to
approximately GBP90,000.
Further details of the Proposals and the Scheme which will implement the
reconstruction of the Company, are set out in Parts II and III of the Circular
posted to Shareholders today.
Shareholder approval of the Proposals
As the Proposals are conditional on the passing of the Resolutions, Shareholders
are asked to complete and return the Forms of Proxy accompanying the Circular
posted to Shareholders today whether or not they intend to attend the Meetings
in person.
The Resolutions to be proposed at the Class Meetings seek the consent of holders
of the respective classes of Shares to the passing and the carrying into effect
of the Resolutions set out in the Circular to be proposed at the EGM which are
necessary for the implementation of the Proposals. The Resolutions will require
approval by at least 75 per cent. of the votes cast in person or by proxy (or,
if a corporation, by its representative) at each Class Meeting.
For the purposes of implementing the Proposals, an Extraordinary General Meeting
will be required at which Resolutions will be proposed to reclassify the US
Dollar, Sterling Hedged, and the Euro Hedged Shares, approve the Scheme and to
amend the Articles of Incorporation of the Company for the purposes of
implementing the Scheme, to place the Company into voluntary winding-up, to
instruct the Secretary to hold the books of the Company to the Joint
Liquidators' order, to appoint the proposed Joint Liquidators and to fix the
basis of the Joint Liquidators remuneration. The Articles of Incorporation are
proposed to be amended to provide, inter alia, for the reclassification of the
Shares into Shares with A Rights, B Rights and C Rights.
The special resolution to be proposed at the Extraordinary General Meeting will,
if passed, authorise the Joint Liquidators to divide among the members in specie
the whole or any part of the assets of the Company in accordance with the Scheme
(in the event that Shareholders approve the Proposals) and will confer
appropriate powers on the Joint Liquidators.
Shareholders are recommended to vote in favour of all the Resolutions to be
proposed at the Meetings of the Company referred to above whether or not they
intend to attend the Meetings in person, as the Proposals, in the opinion of the
Board, are in the best interests of the Company and its Shareholders as a whole.
Shareholders are encouraged to complete and return their Forms of Proxy whether
or not they intend to attend the Meetings in person.
Costs and expenses
The Company's total fixed costs in connection with the Proposals, comprising
fees to third party advisors and service providers, are estimated to be
approximately GBP452,250 (inclusive of irrecoverable VAT where applicable and
exclusive of amounts comprising the Retention) and will be borne by all
Shareholders. The Manager has agreed to waive its right to receive any
termination payment in relation to the early termination of the Management
Agreement, the amount of which is estimated to be GBP494,000 in the event that
the Proposals are approved.
In addition to the fixed costs, Shareholders shall bear a Rollover Adjustment
when calculating their entitlement under the Proposals. The Rollover Adjustment
shall be 1.5 per cent. of the Terminal Asset Value for each US Dollar Share,
Sterling Hedged Share and Euro Hedged Share class payable to HADV's Promoter.
This is in accordance with the articles of association of HSBC UCITS AdvantEdge
which provide for an initial charge on the issuance of HADV Shares of up to 5
per cent., payable to HSBC UCITS AdvantEdge plc, or any of its appointees.
By virtue of the Promoter's role as Manager to the Company, such initial charge
is considered to be a "smaller related party transaction" for the purposes of
the Listing Rules. Whilst the exact value of the Rollover Adjustment cannot be
calculated until the Transfer Date, had the Company been wound up on 19 March
2010 based on the Net Asset Value of the Company as at 12 March 2010 (being the
latest practicable date prior to the publication of this Circular) less the
fixed costs of the Proposals and assuming HSBC UCITS AdvantEdge had issued HADV
Scheme Shares at their estimated net asset values prevailing on that date, the
Directors estimate the Rollover Adjustment to be paid to the Promoter would be
approximately GBP979,138.
The Promoter may, at its absolute discretion, rebate all or part of the initial
charge to qualifying HADVShareholders and intermediaries.
All costs incurred by HSBC UCITS AdvantEdge in connection with the Proposals
will be borne by HSBC UCITS AdvantEdge.
Taxation
As explained more fully in the section headed "Taxation" in paragraph 3 of Part
V of the Circular, which applies to persons resident in the UK for taxation
purposes, the receipt of HADV Scheme Shares under the Proposals should not, on
the basis of current legislation and published HM Revenue & Customs practice,
trigger a disposal of Shares for the purposes of Capital Gains Tax where these
Shares are held beneficially as an investment.
United Kingdom taxable investors should be aware that, provided HSBC UCITS
AdvantEdge plc can demonstrate to HM Revenue & Customs, on an ongoing basis,
that it complies with the reporting fund regime rules currently in force in
respect of the relevant HADV Share Class, a subsequent sale, redemption or other
disposal of the HADV Scheme Shares acquired will, constitute a disposal for
Capital Gains Tax purposes and may, depending on a Shareholder's particular
circumstances, give rise to a liability to Capital Gains Tax. If HSBC UCITS
AdvantEdge plc is unable to comply with the reporting fund regime rules, United
Kingdom taxable investors may, depending on a Shareholder's particular
circumstances, be liable for income tax or corporation tax on disposal of their
interest in HSBC UCITS AdvantEdge. HSBC UCITS AdvantEdge has obtained approval
as a reporting fund in respect of all HADV Scheme Share Classes and the
directors intend to manage the affairs of HSBC UCITS AdvantEdge plc in such a
way as to comply with the reporting fund regime rules currently in force but
that such approval has not been received as at the date of this document.
Shareholders who are UK resident individuals benefit from an annual exemption,
which for the 2009/2010 tax year exempts the first GBP10,100 of any gains from a
charge to Capital Gains Tax. UK resident corporate Shareholders should be
entitled to indexation allowance.
HADV Scheme Shares are eligible to be held within an ISA. Shareholders should,
if they are in any doubt about the contents of this document or the action they
should take in respect of their ISA, seek their own personal financial advice
from an appropriately qualified independent adviser.
HSBC UCITS AdvantEdge will only be subject to tax in Ireland in respect of HADV
Shareholders whoare taxable Irish persons (generally being persons who are
resident or ordinarily resident in Ireland for tax purposes) on certain
chargeable events. HADV Shareholders who are neither resident nor
ordinarily resident in Ireland, subject to receipt of appropriate declaration,
will not be subject to any tax in Ireland including any deductions from any
payments made by HSBC UCITS AdvantEdge. Shareholders should familiarise
themselves with, and where appropriate, take their own tax advice on the tax
treatment of their holdings of HADV Shares.
Shareholders are advised to read carefully the section headed "Taxation" in the
Prospectus and Supplementof HSBC UCITS AdvantEdge which has been posted to
Shareholders today along with the Circular and in paragraph 3 of Part V of the
Circular and to consult an independent professional adviser immediately if
Shareholders are in any doubt as to their circumstances.
Certain considerations relating to the Proposals
Shareholders should be aware of the following considerations relating to the
Proposals:
· In the event that the Proposals are not approved, the Company will
continue as currently constituted and will, in accordance with its Articles, put
forward an ordinary resolution for the continuation of the Company at the annual
general meeting to be held in 2010. In the event such continuation resolution is
not passed by a majority of shareholders voting at the annual general meeting,
the Board will be required to put forward proposals for a liquidation of the
Company by no later than 30 September 2011.
· HADV Shares are not listed on the London Stock Exchange and HSBC UCITS
AdvantEdge does not provide for daily dealing through the London Stock Exchange
or any other investment exchange. Investors in HSBC UCITS AdvantEdge who wish to
dispose of part of all of their investment may do so by submitting an
instruction for the sale of HADV Shares to HSBC UCITS AdvantEdge on a weekly
basis (settlement of redemptions being subject to any applicable anti-money
laundering checks and other due diligence requirements of HADV being satisfied
by such redeeming holders). Any sale will be effected at the prevailing net
asset value of the relevant HADV Share Class. Shareholders who hold their Shares
within an ISA should note that HADV Scheme Shares are eligible to be held within
an ISA and should they wish to hold HADV Scheme Shares received pursuant to the
Scheme, they should seek their own personal financial advice from an
appropriately qualified independent adviser.
· Shareholders in the Company who currently wish to realise part or all of
their investment in the Company may do so through the listing and trading of the
Company's Shares on the main market of the London Stock Exchange (and the
Channel Islands Stock Exchange) on a daily basis, although the Directors note
that there is limited liquidity of the Shares as currently traded and
Shareholders who wish to realise their investment in the Company on the London
Stock Exchange (or the Channel Islands Stock Exchange) may be unable to realise
their investment at net asset value or at all depending on available market
liquidity.
· The base currency of the Company is US Dollars, whereas the base
currency of HSBC UCITS AdvantEdge is Euro. HSBC UCITS AdvantEdge will, subject
to the availability of appropriate foreign exchange and credit lines, engage in
currency hedging in an attempt to reduce the impact of Dollar and Sterling
currency fluctuations against the Euro. No assurances can be given that such
hedging transactions will be effective or beneficial.
· HSBC UCITS AdvantEdge plc is an unlisted open ended investment company
which has been authorised by the Irish Financial Services Regulatory Authority
under UCITS. Depending on the applicable regulations in a Shareholders'
jurisdiction, an investment in HSBC UCITS AdvantEdge may be suitable for both
retail and institutional investors or just institutional investors.
· The issue of HADV Scheme Shares may be restricted in certain
jurisdictions. In particular the HADV Scheme Shares have not been, and will not
be, registered under the United States Securities Act of 1933, as amended,
(the "1933 Act") and none of the HADV Scheme Shares will be issued, directly or
indirectly, in the United States or to any US Person under the Proposals. It is
the responsibility of Shareholders to inform themselves of, and to observe, all
applicable laws and regulations of relevant jurisdictions and the laws and
regulations governing their constitution, where applicable as regards the
holding by them of HADV Shares. Shareholders who are in any doubt as to whether
they may be a Restricted Person should immediately seek their own personal
financial advice from an appropriately qualified independent adviser. Restricted
Persons will be treated as described in the section headed "Entitlements of
Restricted Persons" in Part I of the Circular.
· For the purposes of the Proposals, the Company's assets will be valued
as at 5.00 p.m. on the TAV Calculation Date (expected to be 22 April 2010)
whereas the HADV Scheme Share Rollover Prices are expected to be calculated
based on the net value of the assets held by HSBC UCITS AdvantEdge as at 28
April 2010. Movements in the value of the assets held by the Company during this
interim period may have a positive or negative effect on the value of the
entitlements of Shareholders. In addition, the Company will not enter into any
currency hedging arrangements between the TAV Calculation Date and the Transfer
Date and Euro Hedged Shareholders and Sterling Hedged Shareholders will
therefore bear the risk of any currency fluctuations in the Company's portfolio
between these dates.
· Under the Proposals, Shareholders will have their Shares reclassified
as Reclassified Shares following the passing of the Resolutions at the Class
Meetings and the EGM. No application will be made to the UK Listing Authority
and the London Stock Exchange for the Reclassified Shares to be admitted to the
Official List and to trading on the main market of the London Stock Exchange or
to the Official List of the Channel Islands Stock Exchange. Shareholders will
not, therefore, be able to deal in the Reclassified Shares pursuant to the
Proposals being approved at the Meetings on 22 April 2010 and will be unable to
give instructions to realise any part of their investment ahead of the date on
which HADV Scheme Shares are issued (expected to be on or around 30 April 2010).
· The information relating to the taxation law and practice applicable to
the receipt by Shareholders of HADV Scheme Shares is given by way of general
summary and does not constitute legal or tax advice to any particular
Shareholder. Statements in this document concerning the taxation of Shareholders
are based upon current UK tax law and HMRC practice and concessions which are
subject in principle to changes that could adversely affect Shareholders.
Shareholders should note that HSBC UCITS AdvantEdge plc has obtained approval as
a reporting fund in respect of all HADV Scheme Share Classes and the directors
intend to manage the affairs of HSBC UCITS AdvantEdge plc in such a way as to
comply with the reporting fund regime rules currently in force but that such
approval has not been received as at the date of the Circular.
Shareholders are strongly urged to read the risk factors for HSBC UCITS
AdvantEdge set out in Part IV of the Circular posted to Shareholders today.
Shareholders are also advised to read the Prospectus and Supplement for HSBC
UCITS AdvantEdge which have been posted along with the Circular. If Shareholders
are in any doubt as to the contents of this document or as to what action to
take, they should immediately seek their own personal financial advice from an
appropriately qualified independent adviser.
Further Information
Shareholders should direct any enquiries concerning the voting procedures to
Shareholder Enquiries at Capita Registrars Limited on Telephone: 0871 664 0300
(if calling from inside the UK; calls cost ten pence per minute plus network
extras); or +44 (0) 20 8639 3399 (if calling from outside of the UK) or Fax: +44
(0) 20 8639 2220. No information other than that which is contained within the
Circular will be given. No advice will be given on whether individual
Shareholders should vote for or against the Proposals.
Action to be taken by Shareholders
Details of the action to be taken by Shareholders in relation to the Proposals
are set out on page 3 of the Circular. It is important that Shareholders read
this document carefully and return their Forms of Proxy as soon as possible and
in any case no later than 48 hours before the appointed time for the relevant
Meeting whether they intend to attend the meeting in person or not.
Recommendation
The Board, who have received financial advice from Cenkos Securities plc,
consider the Proposals to be in the best interests of Shareholders taken as a
whole, and recommend that Shareholders vote in favour of all the Resolutions to
be proposed at the Class Meetings and Extraordinary General Meetings of the
Company. In providing its advice, Cenkos Securities plc has relied on the
Board's commercial assessment of the Proposals.
The Directors intend to vote in favour of all of the Resolutions to be proposed
in relation to the Proposals in respect of their beneficial holdings
representing, in aggregate 41,502 Sterling Hedged Shares.
+-----------------------------------+----------------------------+
| Expected Timetable | 2010 |
| Latest time and date for normal | 5.00 p.m. on 19 April |
| settlement of dealings in Shares | |
+-----------------------------------+----------------------------+
| Closing of Register and Record | 5.00 p.m. on 19 April |
| Date for participation in the | |
| Proposals | |
+-----------------------------------+----------------------------+
| Latest time and date for receipt | 2.15 p.m. on 20 April |
| of Forms of Proxy for use at the | |
| Class Meeting of US Dollar | |
| Shareholders | |
+-----------------------------------+----------------------------+
| Latest time and date for receipt | 2.20 p.m. on 20 April |
| of Forms of Proxy for use at the | |
| Class Meeting of Sterling Hedged | |
| Shareholders | |
+-----------------------------------+----------------------------+
| Latest time and date for receipt | 2.25 p.m. on 20 April |
| of Forms of Proxy for use at the | |
| Class Meeting of Euro Hedged | |
| Shareholders | |
+-----------------------------------+----------------------------+
| Latest time and date for receipt | 2.30 p.m. on 20 April |
| of Forms of Proxy for use at the | |
| EGM | |
+-----------------------------------+----------------------------+
| Dealings in Shares suspended | 7.30 a.m. on 22 April |
+-----------------------------------+----------------------------+
| Class Meeting of US Dollar | 2.15 p.m. on 22 April |
| Shareholders | |
+-----------------------------------+----------------------------+
| Class Meeting of Sterling Hedged | 2.20 p.m. on 22 April |
| Shareholders | |
+-----------------------------------+----------------------------+
| Class Meeting of Euro Hedged | 2.25 p.m. on 22 April |
| Shareholders | |
+-----------------------------------+----------------------------+
| EGM | 2.30 p.m. on 22 April |
+-----------------------------------+----------------------------+
| Joint Liquidators appointed | 22 April |
+-----------------------------------+----------------------------+
| Effective Date | 22 April |
+-----------------------------------+----------------------------+
| Shares reclassified | 22 April |
+-----------------------------------+----------------------------+
| Listing of Shares cancelled | 8.00 a.m. on 23 April |
+-----------------------------------+----------------------------+
| Transfer Date | 28 April |
+-----------------------------------+----------------------------+
| HADV Scheme Shares issued and | 30 April |
| contract notes despatched | |
+-----------------------------------+----------------------------+
| Dealing deadline for first HSBC | 7 May |
| UCITS AdvantEdge dealing date | |
| available to holders of HADV | |
| Scheme Shares following | |
| implementation of the Proposals | |
+-----------------------------------+----------------------------+
| First HSBC UCITS AdvantEdge | 12 May |
| dealing date available to holders | |
| of HADV Scheme Shares following | |
| implementation of the Proposals | |
| (weekly dealing thereafter) | |
+-----------------------------------+----------------------------+
| HADV Scheme Share sale proceeds | |
| expected to be dispatched to | Week commencing 17 May |
| Restricted Persons/ other | |
| redeeming investors | |
+-----------------------------------+----------------------------+
Document viewing facility
Copies of the Circular dated 25 March 2010 relating to the Proposals will be
available for inspection at the UK Listing Authority's Document Viewing
Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Enquiries
HSBC Alternative Investments
Noel von Kaltenborn 020 7860 3067
The Company
Paul Wrench 01481 759 000
Cenkos Securities
Charlie Ricketts 020 7397 1910
Dion Di Miceli 020 7397 1921
Cenkos Securities plc are acting exclusively for the Company and no one else in
relation to the matters described in this announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Cenkos Securities plc or for giving advice in relation to
this announcement or any transaction or arrangement referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBLGDXUDDBGGU
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