TIDMTOPU
MW TOPS Limited
Publication of Circular and Notice of Extraordinary General Meeting
Further to the announcements on 1 June 2010 and 17 June 2010, MW TOPS Limited
(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 16 August 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 30
June 2010.
Copies of the Circular 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
An electronic copy of the Circular will also be available on the Company's
website (www.mwtops.eu) later today.
Background to and Reasons for the Proposals
In November 2008, the Board offered investors the opportunity to redeem all or
part of their investment in the Company at net asset value per Share less costs.
The redemption offer provided liquidity for Shareholders at a time of market
distress and demonstrated the Board's and the Investment Manager's commitment to
act in accordance with the interests of Shareholders. At the same time, the
Company introduced an annual cash exit facility, under which the Directors may,
in their absolute discretion, offer to redeem up to all of the shares in issue,
or up to all of the shares in issue in a particular class or classes, once in
any 12 month calendar period on or about the time of the annual general meeting,
commencing in 2010.
As of 21 April 2010, the Company had a market capitalisation of GBP130 million and
the Shares were trading at discounts of 7.6 per cent. per Euro Share, 5.4 per
cent. per US$ Share and 7.0 per cent. per Sterling Share. On 22 April 2010, the
Board announced their intention to consult Shareholders on the future direction
of the Company ahead of the forthcoming Annual General Meeting convened for 15
July 2010.
Following this consultation process, the Board, in conjunction with its
advisers, has undertaken a review of the options open to the Company. In
reviewing these options the Directors have considered, inter alia, the following
factors:
* the discount of the Company's Share prices 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 currently traded on the London Stock
Exchange;
* the desire of certain Shareholders to regularly trade their Shares at or
around net asset value; and
* the value to Shareholders of maintaining investment exposure to a product
targeting an absolute return that utilises the TOPS investment process and
is managed by Marshall Wace LLP.
After due consideration, the Board has concluded that it is appropriate to put
forward Proposals for the reconstruction and voluntary winding-up of the Company
with a rollover into a successor vehicle.
The Proposals
Roll Over and Winding-Up
Under the Proposals, the Company will be wound up by means of a voluntary
winding-up and Shareholders (other than Restricted Persons) will have their
investment in the Company rolled over in a tax-efficient manner for United
Kingdom taxpayers into MW Developed Europe TOPS Fund ("MWDE"). MWDE is a
sub-fund of Marshall Wace UCITS Funds PLC, an investment company with variable
capital structured as an umbrella fund with segregated liability between
sub-funds and incorporated pursuant to the Companies Acts 1963 to 2006 with
limited liability in Ireland under registered number 465375 and authorised by
the Irish Financial Services Regulatory Authority pursuant to the European
Communities (Undertakings for Collective Investment in Transferable Securities)
Regulations, 2003, as amended.
Shareholders (other than Restricted Persons, who will be treated as described in
the section headed "Entitlements of Restricted Persons" below) will be deemed to
have elected to receive MWDE Class E ($) Shares, MWDE Class E ( GBP) Shares or MWDE
Class E (EUR) Shares in the same currency denomination of the Shares held by them
as of the date on which the Scheme becomes effective, which is expected to be
31 August 2010 (the "Effective Date").
As investors in MWDE are able to redeem their MWDE Shares on a weekly basis at
net asset value, Shareholders are not being offered a cash exit as part of the
Proposals. Shareholders may, however, submit instructions to MWDE for the
redemption of all or part of their MWDE Scheme Shares, which redemption will not
be subject to any redemption charge, immediately following the implementation of
the Proposals. Provided that the expected timetable set forth below does not
change, instructions for the redemption of MWDE Scheme Shares received by MWDE
on or before 6 September 2010 will be executed on 8 September 2010 based on the
prevailing net asset value of the relevant MWDE Share Class as of 7 September
2010 for payment during the week commencing 20 September 2010, subject to such
redeeming Shareholders satisfying any applicable anti-money laundering checks
and other due diligence requirements of MWDE.
Provided that all of the Resolutions to be proposed at the Meetings are passed,
under the proposed scheme of reconstruction of the Company as set forth in Part
III of the Circular (the "Scheme"), with effect from 16 August 2010:
* Euro Shareholders will have their Shares reclassified as Euro Shares with A
Rights with respect to their deemed election for MWDE Class E (EUR) Shares;
* US$ Shareholders will have their Shares reclassified as US$ Shares with B
Rights with respect to their deemed election for MWDE Class E ($) Shares;
and
* Sterling Shareholders will have their Shares reclassified as Sterling Shares
with C Rights with respect to their deemed election for MWDE Class E ( GBP)
Shares.
The assets comprising the Transfer Portfolio, in proportion to elections deemed
to have been made for the relevant classes of MWDE Scheme Shares, will be
allocated to the A Fund, the B Fund and the C Fund, respectively.
The Transfer Portfolio will be transferred to MWDE in consideration for the
issue of the relevant class of MWDE Scheme Shares by MWDE to Shareholders with A
Rights, B Rights and C Rights.
Each of the classes of MWDE Scheme Shares are identical in terms of their
holders' entitlement to income, capital and voting rights.
Cancellation of Listing and Reclassified Shares
The Shares are currently listed on the Official List of the UK Listing Authority
and traded on the main market of the London Stock Exchange.
To implement the Proposals, the Company will make an application to the UK
Listing Authority requesting the cancellation of the listing of the Shares
effective at 8.00 a.m. on 17 August 2010. The Company will also make an
application to the UK Listing Authority requesting to suspend the listing of the
Shares effective 16 August 2010.
If the Proposals are not approved, the listing of the Shares will not be
cancelled and the Company will make requests to the UK Listing Authority to
remove the suspension of the listing of the Shares.
An application will not 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.
MW Developed Europe TOPS Fund
MW Developed Europe TOPS Fund is a sub-fund of Marshall Wace UCITS Funds PLC, an
open-ended umbrella fund with segregated liability between sub-funds authorised
by the Irish Financial Services Regulatory Authority as a UCITS on 5 February
2009. MWDE is not listed on the London Stock Exchange or on any other stock
exchange. As at 22 June 2010, MWDE had a net asset value of approximately EUR97
million.
As of the date of the Circular there are fifteen MWDE share classes available
for subscription. Provided that the Resolutions which are necessary for the
implementation of the Proposals are passed at the Meetings, in connection with
the Proposals, Shareholders will receive MWDE Class E (EUR) Shares, MWDE Class E
($) Shares or MWDE Class E ( GBP) Shares (collectively, the "MWDE Scheme Shares"),
depending on the currency denomination of their existing Shares.
MWDE publishes net asset valuations for each of the classes of MWDE Shares on a
weekly basis. Holders of MWDE Shares wishing to redeem MWDE Shares may submit
instructions by the relevant dealing deadline for the redemption of their MWDE
Shares at the prevailing net asset value of the relevant class of MWDE Shares as
of 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 MWDE being satisfied by such redeeming holders.
The investment objective of MWDE is to seek to provide investors with consistent
absolute returns primarily through investing in equities of companies
incorporated in or whose principal operations are in Europe.
Below are the material differences between the Company's current investment
policy and that of MWDE:
* The Company may invest indirectly through underlying funds in unlisted
securities and is not restricted in the percentage of its portfolio which
may be allocated to such unlisted investments. Under the requirements of
UCITS, MWDE may invest no more than 10 per cent. of its net asset value in
aggregate in securities which are unlisted;
* The Company has the ability to borrow up to 20 per cent. of its net asset
value. MWDE may borrow up to 10 per cent. of its net asset value on a
temporary basis; and
* The Company complies with investment restrictions as are required by the
Listing Rules of the UK Listing Authority from time to time. MWDE is
subject to investment restrictions as are required under UCITS from time to
time and is regulated by the Irish Financial Services Regulatory Authority.
Further details of MWDE are set out in Part IV of the Circular posted to
Shareholders today. Shareholders should also review the UCITS Prospectus and
Supplement for MWDE which have been posted to Shareholders along with the
Circular.
Special Rebate for MWDE Scheme Shares
Shareholders receiving MWDE Scheme Shares in connection with the Scheme will
receive a special rebate (the "Special Rebate") on each anniversary of the
initial issuance of such MWDE Scheme Shares (i.e., 1 September in each year)
(the "Anniversary Date"). The Special Rebate will be equal to 1 per cent. of
the net asset value as of the Anniversary Date of the MWDE Scheme Shares
initially issued to a Shareholder as part of the Scheme and held by such
Shareholder on the Anniversary Date. The Special Rebate will be funded out of
the investment management fee received by Marshall Wace LLP from MW UCITS (which
will be 2.5% per annum). To effect the Special Rebate, Marshall Wace LLP will
purchase additional MWDE Shares of the same class as the MWDE Scheme Shares held
by a Shareholder at the prevailing net asset value of the relevant class and
distribute such MWDE Shares to such Shareholder.
For the avoidance of doubt, the Special Rebate will only apply to the MWDE
Scheme Shares received by a Shareholder in connection with the Scheme and will
not apply to any other MWDE Shares held by such Shareholder, including, any
additional MWDE Shares of the same class subscribed by such Shareholder. Any
transfer, exchange, assignment, conveyance or other disposal of MWDE Scheme
Shares by a Shareholder will terminate the right to receive the Special Rebate
on such MWDE Scheme Shares.
Advantages of the Proposals
The Board believes that the Proposals are in the best interests of Shareholders
as a whole because they offer:
* Shareholders the ability to value their resulting holding of MWDE Scheme
Shares at net asset value thus eliminating any discount of the value of
their Shares to their prevailing net asset value;
* Shareholders the choice and flexibility to benefit from the liquidity
offered by MWDE which permits MWDE Shareholders to deal in their MWDE Shares
at net asset value on a weekly basis, currently without a redemption charge,
subject to any applicable anti-money laundering checks and other due
diligence requirements of MWDE being satisfied by such redeeming holders;
* Shareholders the opportunity to continue their investment within a UCITS
structure under the investment management of Marshall Wace LLP 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
* Restricted Persons the certainty of a realisation for cash by means of the
Trustee selling the MWDE 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 MWDE being satisfied by such Restricted Persons.
Entitlements under the Proposals
MWDE Scheme Shares
The number of MWDE Scheme Shares to which each Euro Shareholder, US$ Shareholder
and Sterling 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 Euro Shares, US$ Shares and Sterling Shares by the Euro
Rollover Price, the US$ Rollover Price, or the Sterling Rollover Price, as
appropriate.
The aggregate Terminal Asset Value of each of the Euro Shares, US$ Shares and
Sterling Shares to be used for the purposes of calculating the number of MWDE
Scheme Shares to which each Euro Shareholder, US$ Shareholder and Sterling
Shareholder will be entitled on the Transfer Date will be derived from the
Terminal Asset Value (as calculated at the TAV Calculation Date) of the Euro
Shares, US$ Shares or Sterling Shares, as the case may be.
Although the exact Terminal Asset Value of the Euro Shares, US$ Shares and
Sterling Shares cannot be calculated until the TAV Calculation Date, the table
below illustrates the number of MWDE Scheme Shares which Shareholders would
receive had the Company been wound up on 25 June 2010 based on the 18 June 2010
net asset value of the Company.
It should be noted that these figures are given for illustrative purposes only
and should not be regarded as a forecast of the actual number of MWDE Scheme
Shares which Shareholders would receive under the Proposals.
For every 1,000 Euro For every 1,000 US$ For every 1,000
Shares held at a Shares held at a Sterling Shares
Terminal Asset Value Terminal Asset Value held at a Terminal
of EUR9.928 per Euro of US$9.828 per US$ Asset Value of
Share as of 18 June Share as of 18 June GBP10.078 per
2010 2010 Sterling Share as
of 18 June 2010
Number of MWDE
Class E (EUR) Shares 99.28 - -
issued at a price
of EUR100 per share
Number of MWDE
Class E ($) Shares
issued at a price - 98.28 -
of US$100 per
share
Number of MWDE
Class E ( GBP) Shares - - 100.78
issued at a price
of GBP100 per share
Entitlements of Restricted Persons
In this announcement, "Restricted Persons" means any Shareholder:
i. i.whose registered address is in a territory outside France,
Germany, Ireland, Luxembourg, the Netherlands, Switzerland, the
United Kingdom, Guernsey, Jersey or any other jurisdiction in
which it is, or before 31 August 2010 shall become*, lawful for
MWDE to issue MWDE Shares ("Overseas Holders");
ii. ii.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
MWDE 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. iii.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 sole discretion of the Board to determine otherwise in any
particular case.
* Shareholders should note that MW UCITS is currently seeking permission to
market shares in Belgium and expects to receive such permission prior to the
Effective Date.
MWDE will not issue any MWDE Scheme Shares due under the Proposals to Restricted
Persons. The Circular is being sent to Restricted Persons, where it is lawful
for the Company to do so, solely to enable them to vote on the Proposals.
To enable Restricted Persons to benefit from the Proposals, MWDE will issue to
the Trustee, Anson Custody Limited, all MWDE Scheme Shares which would otherwise
be due under the Proposals to Restricted Persons. The Trustee will then submit
an application to MWDE for the redemption of all such MWDE Scheme Shares as soon
as practicable following the implementation of these Proposals.
The proceeds of the redemption of MWDE Scheme Shares held by the Trustee for the
benefit of Restricted Persons are expected to be paid to such Restricted Persons
by cheque or in such other manner as agreed with the Restricted Person at its
expense in the week commencing 20 September 2010, subject to any applicable
anti-money laundering checks and other due diligence requirements of MWDE and
the Trustee, as appropriate, being satisfied by the relevant Restricted Persons.
The redemption proceeds payable to Restricted Persons will be calculated in
proportion to, and in the currency of, their Shares in the Company as of the
Effective Date.
Shareholders must notify the Company if they are prohibited by law or any
applicable regulation from holding the MWDE Scheme Shares. Investors who hold
interests in Shares indirectly through an admitted institution of Euroclear
Netherlands should notify their custodian or admitted institution. The
directors of MW UCITS reserve the right to compulsorily redeem any MWDE Shares
held or beneficially owned in contravention of the restrictions imposed on them
as described in the Circular and in the UCITS Prospectus and Supplement for
MWDE.
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 Euro Shares, the Class Meeting of holders of US$ Shares, the
Class Meeting of holders of Sterling Shares and the passing of the
Resolutions to be proposed at the EGM (which is itself conditional on the
passing of the Resolutions to be proposed at the Class Meetings), all of
which are convened for 16 August 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 ?100,000.
In the event that the Proposals are not approved at any of 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.
Shareholder Approval of the Proposals
The Proposals for the reconstruction and voluntary winding-up of the Company are
conditional on both (1) the passing of the Resolutions to be proposed at the
Class Meetings and, thereafter (2) the passing of the Resolutions to be proposed
at the EGM (which themselves are conditional on the passing of the Resolutions
to be proposed at the Class Meetings).
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 ?200,000 (inclusive of irrecoverable VAT where applicable and
exclusive of amounts comprising the Retention), representing approximately 0.15
per cent. of the Net Asset Value of the Company as of 31 May 2010, and will be
borne by all Shareholders. The Investment Manager has agreed to waive its right
to receive any termination payment in relation to the early termination of the
Investment Management Agreement in the event that the Proposals are approved.
All costs incurred by MWDE in connection with the Proposals will be borne by
MWDE.
Taxation
As explained more fully in Part V of the Circular, which applies to persons
resident or ordinarily resident in the United Kingdom for United Kingdom
taxation purposes, the receipt of MWDE 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 MW UCITS can
demonstrate to HM Revenue & Customs, on an ongoing basis from the date the MWDE
Scheme Shares are first issued, that the relevant MWDE Shares comply with the
reporting fund regime rules then in force, a subsequent sale, redemption or
other disposal of the MWDE Scheme Shares acquired under the Proposals 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 MW UCITS is unable to comply with the reporting fund regime rules
in respect of the MWDE Scheme Shares, United Kingdom taxable investors may,
depending on a shareholder's particular circumstances, be liable for income tax
or corporation tax on disposal of their MWDE Scheme Shares. The directors of MW
UCITS intend to manage the affairs of MW UCITS in such a way that the MWDE
Scheme Shares comply with the reporting fund regime rules as in force at the
time of issue of the MWDE Scheme Shares, and, so far as reasonably practicable,
in the future.
Shareholders who are United Kingdom resident or ordinarily resident individuals
benefit from an annual exemption, which for the 2010/2011 tax year exempts the
first GBP10,100 of any gains from a charge to Capital Gains Tax. United Kingdom
resident corporate Shareholders should be entitled to indexation allowance.
MWDE Scheme Shares are eligible to be held within an ISA. Shareholders should,
if they are in any doubt about the contents of the Circular or the action they
should take in respect of their ISA, seek their own personal financial advice
from an appropriately qualified independent adviser.
MWDE will only be subject to tax in Ireland in respect of MWDE Shareholders who
are taxable Irish persons (generally being persons who are resident or
ordinarily resident in Ireland for tax purposes) on certain chargeable events.
MWDE Shareholders who are neither resident nor ordinarily resident in Ireland
(subject to compliance with any appropriate declaration requirements or
equivalent satisfactory measures) will not be subject to any tax in Ireland
including any deductions from any payments made by MWDE. Shareholders should
familiarise themselves with and, where appropriate, take their own tax advice on
the tax treatment of their holdings of MWDE Shares. The tax treatment described
above depends on the individual circumstances of each Shareholder and may be
subject to change in the future.
Shareholders are advised to read carefully the section headed "Taxation" in the
UCITS Prospectus and Supplement of MWDE (which has been posted to Shareholders
today along with the Circular) and 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.
* MWDE Shares are not listed on the London Stock Exchange and MWDE does not
provide for daily dealing through the London Stock Exchange or any other
investment exchange. Investors in MWDE who wish to dispose of part or all
of their investment may do so by submitting a redemption request to MWDE for
the redemption of MWDE Shares on a weekly basis (settlement of redemptions
being subject to any applicable anti-money laundering checks and other due
diligence requirements of MWDE being satisfied by such redeeming holders).
Any sale will be effected at the prevailing net asset value of the relevant
class of MWDE Shares.
* 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 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 may be unable to
realise their investment at net asset value or at all depending on available
market liquidity.
* MW UCITS 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 MWDE may be suitable for both retail and institutional
investors or just institutional investors. Nonetheless, the typical
investor in MWDE will be an institutional investor who understands and
appreciates the risks associated with investing in MWDE Shares.
* No MWDE Shares will be available to US Persons as part of the Scheme. The
MWDE Shares have not been and will not be registered under the Securities
Act or the securities laws of any of the states of the United States. The
MWDE Shares may not be offered, sold or delivered directly or indirectly in
the United States or to or for the account or benefit of any US Persons,
except in certain limited circumstances as set forth in the UCITS Prospectus
and Supplement for MWDE. Any re-offer or resale of any of the MWDE Shares
in the United States or to US Persons may constitute a violation of US law.
MWDE has not been and will not be registered under the Investment Company
Act, and recipients of MWDE Shares will not be entitled to the benefits of
the Investment Company Act. The MWDE Shares have not been approved or
disapproved by any securities regulatory authority of any state of the
United States or by the US Securities and Exchange Commission. 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 MWDE 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" above.
* Under the Proposals, Shareholders will have their Shares reclassified as
Reclassified Shares with effect from 16 August 2010. 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. Shareholders will not,
therefore, be able to deal in the Reclassified Shares and will be unable to
give instructions to realise any part of their investment between the
reclassification (expected to be on or around 16 August 2010) and the date
on which MWDE Scheme Shares are issued (expected to be on or around 1
September 2010).
* The information relating to the taxation law and practice applicable to the
receipt by Shareholders of MWDE Scheme Shares is given by way of general
summary and does not constitute legal or tax advice to any particular
Shareholder. Statements in the Circular concerning the taxation of
Shareholders are based on current United Kingdom tax law and published HM
Revenue & Customs practice and concessions which are subject to changes that
could adversely affect Shareholders, possibly with retrospective effect.
Shareholders should note that the directors intend to manage the affairs of
MW UCITS in such a way that the MWDE Scheme Shares comply with the reporting
fund regime rules as in force at the time of issue of the MWDE Scheme
Shares.
* Shareholders should be aware that there are risks inherent in the holding of
MWDE Shares:-
i. There is no assurance that any appreciation in the value of investments in
MWDE will occur, or that the investment objectives of MWDE will be
achieved. Past performance of MWDE is no guide to the future. The value
of MWDE Shares, and any income from them, can go down as well as up,
particularly in the short term, meaning that an investment may not be
returned in full.
ii. The tax treatment of MWDE may change and such changes cannot be foreseen.
iii. The difference at any one time between subscription and redemption prices
for MWDE Shares means that any investment in MWDE should be viewed as
medium to long term. MWDE Shares should only be held by those persons who
are able to sustain a loss on their investment.
Shareholders are strongly urged to read the risk factors for MWDE set out in
Part IV of the Circular posted to Shareholders today. Shareholders are also
advised to read the UCITS Prospectus and Supplement for MWDE which have been
posted 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.
Expected timetable
2010
Latest time and date for normal settlement 10 August at 5:00 p.m.
of dealings in Shares
Record Date for voting on the Proposals 11 August at 5:00 p.m.
Latest time and date for receipt of Forms 12 August at 2:15 p.m.
of Proxy for use at the Class Meeting of
Euro Shareholders
Latest time and date for receipt of Forms 12 August at 2:20 p.m.
of Proxy for use at the Class Meeting of
US$ Shareholders
Latest time and date for receipt of Forms 12 August at 2:25 p.m.
of Proxy for use at the Class Meeting of
Sterling Shareholders
Latest time and date for receipt of Forms 12 August at 2:30 p.m.
of Proxy for use at the EGM
Closing of Register for London Stock 13 August at 5:00 p.m.
Exchange dealings in Shares
Dealings in Shares suspended 16 August at 7:30 a.m.
Class Meeting of Euro Shareholders 16 August at 2:15 p.m.
Class Meeting of US$ Shareholders 16 August at 2:20 p.m.
Class Meeting of Sterling Shareholders 16 August at 2:25 p.m.
EGM 16 August at 2:30 p.m.
Shares reclassified 16 August
Listing of Shares cancelled 17 August at 8:00 a.m.
Joint Liquidators and Trustee appointed 31 August
Effective Date 31 August
TAV Calculation Date 31 August at 5:00 p.m.
Transfer Date 31 August
MWDE Scheme Shares issued and contract 1 September
notes dispatched
Dealing deadline for first MWDE dealing 6 September at 12:00 p.m. (London
date available to holders of MWDE Scheme time)
Shares following implementation of the
Proposals
First MWDE dealing date available to 8 September
holders of MWDE Scheme Shares following
implementation of the Proposals (weekly
dealing thereafter)
MWDE Scheme Share sale proceeds expected Week commencing 20 September
to be dispatched to Restricted Persons*
* Subject to any applicable anti-money laundering checks and other due diligence
requirements being satisfied by the relevant Restricted Persons and other
redeeming holders.
Each of the times and dates in the above expected timetable (other than the
Class Meetings and the EGM) 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
Guernsey time unless otherwise stated.
This document is for information purposes only and is not an offer to
invest. The Company is registered with the Dutch Authority for the Financial
Markets as a collective investment scheme which may offer participations in The
Netherlands pursuant to article 2:66 of the Financial Markets Supervision Act
(Wet op het financieel toezicht). All investments are subject to risk. Past
performance is no guarantee of future returns. Prospective investors are
advised to seek expert legal, financial, tax and other professional advice
before making any investment decision. The value of investments may fluctuate.
For further information about this announcement contact:
Anson Fund Managers Limited
Secretary
Tel: +44 (0)1481 722260
Marshall Wace LLP
Anthony Marber - Investor Relations
Tel: +44 (0)207 316 2256
Wednesday 30 June 2010
E&OE - in transmission
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