1 Feb 2018 12:51
Aberdeen Private Equity Fund Limited
("APEF" or "Company")
1 February 2018
Publication of Circular and Notices of Extraordinary General Meetings
Further to its announcement of 18 December 2017, the Company's Board announces that it has today published a circular (the "Circular"), including two Notices of Extraordinary General Meetings, setting out, inter alia, details of the recommended proposals for (i) the amendment of the Company's investment objective and policy to allow for a managed wind-down; (ii) the amendment of the Company's articles of incorporation to include the mechanism for shareholder returns following the realisation of the Company's portfolio ("Portfolio Realisation"); and (iii) the voluntary winding-up of the Company in accordance with Guernsey law; and convening two extraordinary general meetings of the Company (the "EGMs") at which the Shareholders will be asked to approve the Proposals.
Introduction
The Company announced on 18 December 2017 that, having engaged with its largest Shareholders following the AGM in September 2017, it had become clear that a substantial majority, representing approximately 70 per cent. of the issued share capital, no longer wish to remain invested in the Company. The Board understands that the reasons include variously a change in certain Shareholders' investment objectives, the discount to Net Asset Value at which the Company's Shares have traded and the Company's size and limited liquidity. The Board has, therefore, decided to propose to Shareholders that the affairs of the Company be wound up with a view to returning all of the value of the capital of the Company to Shareholders.
The Proposals, which are unanimously recommended by the Board, comprise two parts: (i) the First EGM Proposals are to sanction the disposal of the Company's Portfolio; and (ii) the Second EGM Proposals, which will be effected at a later date, are to place the Company into voluntary liquidation. For reasons of cost, both sets of Proposals have been set out in a single circular.
The First EGM Proposals comprise: (i) a disposal of the Company's entire Portfolio through a Portfolio Realisation; (ii) amendments to the Current Investment Objective and Policy to authorise such a disposal; and (iii) amendments to the Articles to: (a) permit the conversion of any or all of its Shares into redeemable shares and (subject to such conversion) to permit the redemption of its Shares as a means of returning disposal proceeds to Shareholders, and (b) adjust the voting rights attaching to the Shares so as to ensure that the Company will be wound up following completion of the Portfolio Realisation.
The Company's listing and the capacity to trade in its Shares will be maintained for as long as the Directors believe it to be practicable during the period prior to the Company's liquidation, subject to the requirements of Chapter 15 of the Listing Rules. Once the Company is placed into voluntary liquidation, the listing and trading of its Shares will be cancelled; at that point, however, the Net Asset Value of the Shares is expected to be negligible as substantially the whole of the value of the capital of the Company, save for the Liquidators' Retention, will have already been returned to the Shareholders through Compulsory Redemption of Shares.
The proposed amendment of the Current Investment Objective and Policy in order to permit a Portfolio Realisation as contemplated by the First EGM Proposals is considered a material change, which requires the consent of Shareholders in accordance with the Listing Rules. The amendments to the Articles to allow Shareholders to realise their investments through compulsory redemptions of their Shares and to adjust the weight attached to votes cast by Shareholders in favour of putting the Company into voluntary liquidation in order to ensure that the Company will be wound up at the Second EGM also require Shareholder approval, pursuant to the Companies Law.
As announced on 18 December 2017 and as described below, the Company has already entered into conditional Sale and Purchase Agreements with the Purchaser for the sale of the entire Portfolio. The Board believes that implementing a disposal of the Portfolio in this way through a sale to a single purchaser achieves a balance between maximising the value from the Company's investments and making timely returns of capital to Shareholders. Further, the Proposals will allow cash to be returned to Shareholders in a relatively swift and cost-effective manner through the Compulsory Redemption of Shares (or such other mechanism as the Directors consider, at their discretion, is in the best interests of Shareholders as a whole).
The Board is also putting forward proposals for approval by Shareholders at the Second EGM which, if approved, would place the Company into voluntary liquidation. The Second EGM Proposals comprise: (i) the authorisation to place the Company into voluntary liquidation; and (ii) the appointment of the Liquidators. In addition, customary miscellaneous powers are conferred on the Liquidators. In circumstances where the First EGM Proposals have not been approved, the Company will continue to function in accordance with the Current Investment Objective and Policy and the Second EGM will be adjourned indefinitely.
The Circular sets out details of, and seeks shareholder approval for, the Proposals and explains why the Board is recommends that shareholders vote in favour of the Resolutions to implement them. Notices of the EGMs are set out at the end of the Circular.
Portfolio Realisation and return of cash to Shareholders
If the First EGM Proposals are approved, the Directors will have the authority to execute a Portfolio Realisation. As and when proceeds from the sales of the Company's Portfolio pursuant to the Sale and Purchase Agreements accumulate, the Directors will return these proceeds to Shareholders pro rata to their shareholdings. This will occur at such times as the Directors select by the Company redeeming such number of Shares as have an aggregate NAV (as at a Net Asset Value Date selected by the Directors) equivalent to the amount proposed to be returned to Shareholders.
In accordance with the Amended Investment Objective and Policy, save as set out below, the Company will make no new investments. Pursuant to the Sale and Purchase Agreements, the Company has agreed to sell and the Purchaser has agreed to purchase the entire Portfolio as it currently stands. In the event that the Company is approached and offered the option to make a further follow-on investment with respect to an existing asset, then the Company may consider such opportunities on a case-by-case basis and then make such further investments to the extent these follow on investments are permitted under its contractual arrangements with the Purchaser (a "Follow-On Investment"). Under the current arrangements with the Purchaser, if the Company decides to commit to any Follow-On Investment prior to completion under the Sale and Purchase Agreements then such Follow-On Investments shall also be included as part of the Portfolio to be transferred under the Sale and Purchase Agreements and the consideration shall be adjusted accordingly meaning that such Follow-On Investments are at no additional cost to the Shareholders.
Should the Sale and Purchase Agreements not be completed and the Company decides to undertake a Portfolio Realisation with a different purchaser or purchasers, the Company will similarly seek to engage with such purchaser to negotiate an adjustment mechanism, if necessary, for such follow-on investments.
The Board and the Investment Manager will use reasonable endeavours to ensure that as much of the available cash arising from the Portfolio Realisation is returned to Shareholders as soon as reasonably practicable having regard to cost efficiency, the Company's working capital requirements and liquidation costs (including the Retention). Subject to the approval of the First EGM Proposals, including the adoption of the New Articles, the Board intends to make future returns of cash through one or more Compulsory Redemptions of Shares, with substantially all of the cash available for such purposes being returned as soon as practicable after 29 March 2018.
Sale and Purchase Agreements
With a view to ensuring that Shareholders realise their Shares at the best possible price, the Board commissioned Campbell Lutyens, a specialist in the restructuring of private equity portfolios, to ascertain potential secondary market interest for the Portfolio. Pursuant to that process, proposals were received from a number of interested parties and it was determined that the highest bid was the most attractive option.
On 18 December 2017, the Company entered into two conditional sale and purchase agreements with the Purchaser: (i) a sale and purchase agreement for certain investment fund interests held by the Company (the "Flow Interests SPA"); and (ii) a sale and purchase agreement for the Company's remaining investment fund interests (the "Additional Interests SPA").
Prior to completion of the Additional Interests SPA, the Purchaser will novate all of its rights and obligations under the Additional Interests SPA to another entity managed by the Investment Manager and funded by the Purchaser.
There is no unilateral termination right for the Purchaser under the Sale and Purchase Agreements unless completion has not occurred by the long stop date of 14 December 2018. The Company has the unilateral ability to exclude a particular investment fund interest or interests (being sold and purchased through either or both of the Flow Interests SPA and Additional Interests SPA) from the sale if all necessary approvals for the transfer of such investment fund interest have not been obtained by 31 March 2018. The Company anticipates using such power if necessary to enable the parties to proceed to close without single interests delaying completion.
Under the terms of the Sale and Purchase Agreements, a group entity of the Purchaser provides the Company a guarantee with respect to payment obligations arising from the agreements.
The Sale and Purchase Agreements also contain certain market standard indemnities, warranties and limitations found in agreements of the same kind and subject.
Should the First EGM Proposals be approved by Shareholders and certain other customary conditions precedent are satisfied, the Sale and Purchase Agreements will become unconditional and it is expected that the bulk, if not all, of the proceeds from the sale will be received in one tranche upon completion of the sale. It is the Board's intention that capital be returned to Shareholders through one or more Compulsory Redemptions of Shares as and when proceeds are received.
Proposals
The purpose of the Circular is to seek approval for the Proposals. Set out at the end of the Circular are notices convening the two EGMs to be held at the Company's registered office, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL.
The First EGM will be held at 10.00 a.m. on 27 February 2018, to seek approval from Shareholders, in accordance with applicable law, for the following proposals to:
(i) amend the Current Investment Objective and Policy in the manner set out below; and
(ii) amend the Articles to:
(a) permit the conversion of any or all of its Shares into redeemable shares and (subject to such conversion) to permit the compulsory redemption of Shares, from time to time and at the discretion of the Board, prior to the Company's eventual liquidation - the purpose of such amendment being to facilitate the return to Shareholders of the cash proceeds from the disposal of the Portfolio in a cost-efficient manner in accordance with the proposed Amended Investment Objective and Policy ("Compulsory Redemption"); and
(b) provide that: (1) where, following approval of the First EGM Proposals, a resolution to place the Company into voluntary liquidation is proposed, each Shareholder who votes against such a resolution shall, on a poll, have one vote per Share held (the aggregate number of all such votes being the "Aggregate Negative Votes"); and (2) each Shareholder who votes in favour of such a resolution shall, on a poll, have an adjusted number of votes per Share (the "Adjusted Positive Votes") such that the aggregate Adjusted Positive Votes equal four times the Aggregate Negative Votes, or 80 per cent. of the votes cast, as long as there is at least one vote in favour of the resolution.
(together, the "First EGM Proposals").
The Second EGM will be held at 10.00 a.m. on 29 June 2018, to seek approval from Shareholders, in accordance with applicable law, for the following proposals to:
(i) place the Company into voluntary liquidation;
(ii) appoint James Toynton and Benjamin Rhodes of Grant Thornton as joint liquidators to the Company (the "Liquidators"), with a view to effecting the voluntary liquidation of the Company; and
(iii) confer customary powers on the Liquidators,
(together, the "Second EGM Proposals").
The First EGM Proposals and Second EGM Proposals (together, the "Proposals") set out in the Circular are subject to the approval of Shareholders. Notices of the Extraordinary General Meetings at which the Resolutions to approve the Proposals will be considered are set out at the end of the Circular.
The First EGM Proposals, if approved, will result in Shareholders having their shareholdings in the Company realised in an orderly manner via Compulsory Redemptions of their Shares on a pro rata basis in accordance with the New Articles (or via such other mechanism which the Directors consider, at their discretion, is in the best interests of Shareholders as a whole). In circumstances where the First EGM Proposals have not been approved, the Company will continue to function in accordance with the Current Investment Objective and Policy and the Second EGM will be adjourned indefinitely.
The Second EGM Proposals, will, if approved, result in the voluntary liquidation of the Company. Surplus funds (if any) remaining after the Liquidators have settled all liabilities, costs and expenses (including the costs of the Company's liquidation) will be available to the Shareholders at the conclusion of the liquidation.
Based on consultations with the Investment Manager, the Board expects that, by the time of the Second EGM, substantially the whole of the Portfolio will have been realised as part of the Portfolio Realisation and substantially the whole of the value of the Shares returned to Shareholders by means of Compulsory Redemption of Shares.
Irrevocable Undertakings
As at the date of the Circular, Shareholders, representing approximately 70 per cent. of the voting rights of the Company, have signed irrevocable undertakings pursuant to which they undertake, amongst other things, to cast, or procure the casting of, the votes attaching to the Shares they hold or otherwise control in favour of the Proposals and to not sell, transfer or otherwise dispose of such Shares.
Investment Objective and Policy
In order to implement the Portfolio Realisation, it is necessary to amend the existing Investment Objective and Policy of the Company (the "Current Investment Objective and Policy") to reflect the objective of realising the Portfolio.
Current Investment Objective and Policy
A summary of the Current Investment Objective and Policy of the Company is set out below:
"Investment Objective
The investment objective is to maximise total returns to shareholders, principally through long-term capital gains.
Investment Policy
The investment policy is to achieve the objective through investment in a diversified portfolio of private equity ("PE") funds and direct co-investments."
Amended Investment Objective and Policy
It is proposed that, if the First EGM Proposals are approved, the Current Investment Objective and Policy will be replaced in its entirety with the amended investment objective and policy of the Company (the "Amended Investment Objective and Policy") as follows:
"Investment Objective
The Company will be managed with the objective of realising all remaining assets in the Portfolio, individually or in any combination of disposals, in a prudent manner consistent with the principles of good investment management with a view to returning capital to the Shareholders in an orderly manner.
Investment Policy
The Portfolio Realisation will be effected with a view to the Company realising all of its investments in a manner that achieves a balance between maximising the value from the Company's investments and making timely returns of capital to Shareholders. The Company may sell its investments in such manner (including by way of individual or portfolio asset disposals) and to such persons as it chooses, but in all cases with the objective of achieving the best available price in a reasonable time scale.
The Company will cease to make any new investments or to undertake capital expenditure other than in line with existing contractual obligations.
Any cash received by the Company as part of the realisation process prior to its distribution to Shareholders will be held by the Company as cash on deposit and/or as cash equivalents.
The Company will not undertake new borrowing other than for short-term working capital purposes."
Amendments to the Articles
The Company proposes to amend the Articles to facilitate returns of cash to Shareholders in an efficient manner and the future liquidation of the Company as described above.
A detailed description of the Compulsory Redemption mechanism included in the New Articles is set out below.
A copy of the Articles and the draft New Articles will be available for inspection at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG and at the registered office of the Company during normal business hours on any Business Day from the date of the Circular until the conclusion of the Second EGM and at the place of the Extraordinary General Meetings for at least 15 minutes prior to, and during, the meetings.
Payments of redemption monies are expected to be effected either through CREST (in the case of Shares held in uncertificated form) or by cheque (in the case of Shares held in certificated form) within 14 Business Days of the relevant Redemption Date, or as soon as practicable thereafter. Shareholders will be paid their redemption proceeds in Sterling.
Compulsory Redemptions and Settlement
Compulsory Redemption mechanism
Subject to approval of the First EGM Proposals, including the adoption of the New Articles, following the First EGM, the Company will have the power to make Compulsory Redemptions of Shares in volumes and on dates to be determined at the Directors' sole discretion, with the amount distributed in respect of the Shares on each occasion representing such proportion of the cash available for distribution by the Company at the relevant time as the Directors consider to be prudent. Such number of Shares as have an aggregate NAV equivalent to the amount proposed to be returned to Shareholders will be redeemed from all Shareholders pro rata to their shareholdings on the Redemption Date.
As and when the Directors exercise their discretion to redeem compulsorily a given percentage of the Shares in issue, the Company will make a Redemption Announcement in advance of the relevant Redemption Date. The Redemption Announcement is expected to include the following details:
· the aggregate amount to be distributed to Shareholders;
· the Relevant Percentage of Shares to be redeemed (pro rata as between the holders of Shares as at the Redemption Date);
· a timetable for the redemption and distribution of redemption proceeds, including the Redemption Date and Redemption Record Date;
· the Redemption Price in respect of Shares to be redeemed;
· a new ISIN in respect of Shares which will continue to be listed following the relevant Redemption Date; and
· any additional information that the Board deems necessary in connection with the redemption.
Redemptions of Shares will become effective on each Redemption Date, being a date chosen at the Directors' sole discretion, as determined by the Directors to be in the best interests of Shareholders as a whole. In determining the timing of any Redemption Date, the Directors will take into account the amount of cash available for payment of redemption proceeds and the costs associated with such redemption. Accordingly, the proceeds of a Portfolio Realisation will not necessarily be distributed at or soon after the date of any such disposal but may be retained and aggregated with the proceeds of other disposals pending distribution. The Shares redeemed will be the Relevant Percentage of the Shares registered in the names of Shareholders on the Redemption Date. Shareholders will receive the Redemption Price per Share in respect of each of their Shares redeemed compulsorily.
First Expected Compulsory Redemption
Subject to approval of the First EGM Proposals and the completion of both the Flow Interests SPA and the Additional Interests SPA, the Company expects to have approximately £160.1 million of cash available for distribution, based on foreign exchange rates as at 26 January 2018. This amount is subject to foreign exchange fluctuations and adjustments for any cashflows at the Portfolio level between 26 January 2018 and the dates on which cash proceeds are received by the Company. The Company intends to return substantially all of the proceeds to Shareholders by way of a Compulsory Redemption as and when they are received.
Final Expected Compulsory Redemption
Where any cash available for distribution arising from the Portfolio Realisation has not been returned to Shareholders pursuant to the First Expected Compulsory Redemption, subject to any provision for the costs of the Company's liquidation (including the Retention), such cash shall be returned through one or more further Compulsory Redemptions of Shares. The last such Compulsory Redemption of Shares is expected to take place on 13 June 2018 prior to the Company being placed into voluntary liquidation.
Settlement
In the case of Shares held in uncertificated form (that is, in CREST), redemptions will take effect automatically on each Redemption Date and redeemed Shares will be cancelled. All Shares in issue will be disabled in CREST on the Redemption Date and the existing ISIN applicable to such Shares (the "Old ISIN") (which, as at the date of the Circular, is GG00B1XCHB94) will expire. A new ISIN (the "New ISIN") in respect of the remaining Shares in issue and which have not been redeemed will be enabled and available for transactions from and including the first Business Day following the relevant Redemption Date (or such other date notified to Shareholders). The New ISIN will be notified to Shareholders in the Redemption Announcement. Up to and including the Redemption Date, Shares will be traded under the Old ISIN and, as such, a purchaser of such Shares would have a market claim for a proportion of the redemption proceeds. CREST will automatically transform any open transactions as at the Redemption Date (which may be the record date for the purposes of the redemption) into the New ISIN.
In the case of Shares held in certificated form (that is, not in CREST), redemptions will take effect automatically on each Redemption Date. As the Shares will be compulsorily redeemed, certificated Shareholders do not need to return their Share certificates to the Company in order to claim their redemption monies. Shareholders' existing Share certificates will be cancelled and new Share certificates will be issued to each such Shareholder for the balance of their shareholding after each Redemption Date. Cheques will be issued to certificated Shareholders following the cancellation of any of their Shares. All Shares that are redeemed will be cancelled with effect from the relevant Redemption Date. Accordingly, once redeemed, Shares will be incapable of transfer.
Risks associated with the Proposals
The implementation of the Proposals is subject to a number of conditions and there can be no guarantee that the Proposals will become effective or take place in the manner envisioned. In the event that the First EGM Proposals are not approved by Shareholders, the New Articles, and the changes to voting rights facilitating the approval of a liquidation resolution, will not be adopted. Consequently, the Company will continue to function in accordance with the Current Investment Objective and Policy; the Second EGM will be adjourned indefinitely; the currently expected Portfolio Realisation under the Sale and Purchase Agreements will not occur and cash proceeds will not be available for distribution to Shareholders. There can be no guarantee that there will be a similar or better value Portfolio Realisation available in the future.
Appointment of Liquidators and Liquidation
Subject to Shareholder approval of the Resolutions relating to the Second EGM Proposals at the Second EGM, James Toynton and Benjamin Rhodes of Grant Thornton will be appointed as liquidators to the Company and their remuneration shall be determined by the Board before the Company is placed into voluntary liquidation. The appointment of the Liquidators will take effect immediately upon the passing of the Resolutions at the Second EGM. Upon the appointment of the Liquidators, all powers of the Board will cease and the Liquidators will be responsible for the affairs of the Company until it is wound up. The Liquidators will wind up the Company in accordance with the Companies Law and the New Articles, discharge the liabilities of the Company and, following satisfaction of all the creditors of the Company, will divide the surplus assets (if any) of the Company among the Shareholders according to their respective rights and interests in the Company.
The Final Expected Compulsory Redemption prior to liquidation will be subject to a retention (the "Retention") of sufficient funds that the directors and the Liquidators consider appropriate for the Liquidators to be able to pay all the Company's liabilities, estimated costs and expenses and potential tax liabilities whilst in liquidation, together with a contingent retention (the "Contingent Retention") currently proposed to be £50,000. Any surplus funds remaining from the Retention after the Liquidators have settled all liabilities, costs and expenses, will be distributed to Shareholders at the conclusion of the liquidation. Payment will be made by cheque provided that any such amount payable to a Shareholder is at least £25.00 or more. Where less than £25.00 is payable to a Shareholder, the amount will be transferred instead by the Liquidators to the Royal National Lifeboat Institution (RNLI) (registered charity number 209603) as the distribution of any amount of less than £25.00 per Shareholder is likely to be nullified by the administrative costs of making such distribution.
After the liquidation of the Company and the distribution of surplus assets to Shareholders, existing certificates in respect of the Shares will cease to be of value and any existing credit of the Shares in any stock account in CREST will be redundant.
Suspension and cancellation of the admission of Shares to listing on the FCA's Official List and to trading on the Premium Segment of the Main Market of the London Stock Exchange
Subject to Shareholder approval of the Resolutions relating to the Second EGM Proposals at the Second EGM, the register of members will be closed and the Shares will be disabled in CREST at 6:00 p.m. on 28 June 2018. Accordingly, to be valid, all transfers must be lodged before 6:00 p.m. on 28 June 2018. Application will be made to the FCA for suspension of listing of the Shares on the FCA's Official List and application will be made to the London Stock Exchange for suspension of trading in the Shares, in each case, at 7:30 a.m. on 29 June 2018. The last day for dealings in the Shares on the London Stock Exchange on a normal rolling two day settlement basis will be 27 June 2018. After 27 June 2018, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Registrars by close of business on 28 June 2018. The record date, being the date for determining which Shareholders are entitled to receive liquidation distributions, is close of business on 28 June 2018.
Transfers received after the time specified above will be returned to the person lodging them and, if the Resolutions relating to the Second EGM Proposals are passed, the original holder will receive any proceeds from distributions made by the Liquidators.
If the Resolutions relating to the Second EGM Proposals are passed, the Company will make applications for the cancellation of the admission of the Shares to listing on the FCA's Official List and to trading on the Premium Segment of the Main Market following of the London Stock Exchange following the Second EGM with the cancellations expected to take effect at 7:00 a.m. on or around 2 July 2018.
Costs of the First EGM Proposals and the Second EGM Proposals
It is anticipated that the expenses incurred in relation to the First EGM Proposals and the Second EGM Proposals (including professional advice and the Liquidators' fees but excluding the Retention) are currently estimated to amount to approximately £275,000, which excludes the fees and expenses of service providers in the ordinary course of business up to the date of the Liquidators' appointment.
Investment Manager Notice
As previously announced on 18 December, the Company has served notice upon the Investment Manager. The maximum payment payable to the Investment Manager under the termination provisions of the investment management agreement, pursuant to which it provides investment management services to the Company, is US$1,972,462.20. This will, however, be reduced by the amount of fees paid by the Company to the Investment Manager in the period running up to the point at which the Company is placed into voluntary liquidation.
Extraordinary General Meetings
The First EGM Proposals are conditional on approval from Shareholders, which is being sought at the First EGM to be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL at 10.00 a.m. on 27 February 2018. The Second EGM Proposals are conditional on approval from Shareholders, which is being sought at the Second EGM to be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL at 10.00 a.m. on 29 June 2018. Notices convening the Extraordinary General Meetings, including the full text of the Resolutions, are set out at the end of the Circular.
At the First EGM, Resolution 1 will be proposed as an Ordinary Resolution to amend the Current Investment Objective and Policy of the Company in the manner described above. Resolutions 2 to 4 will each be proposed as a Special Resolution. Resolution 1 will require the approval of a majority of members present by a show of hands or, if a poll is demanded, the total voting rights held by Shareholders cast at the First EGM (in each case, whether voted by Shareholders in person or by proxy), while Resolutions 2 to 4 will each require the approval of a majority of not less than three-quarters of the members present by a show of hands or, if a poll is demanded, the total voting rights held by Shareholders cast at the First EGM (in each case, whether voted by Shareholders in person or by proxy).
At the Second EGM, Resolution 1 must be approved by a majority of not less than three-quarters of the members present by a show of hands or, if a poll is demanded, the total voting rights held by Shareholders cast at the Second EGM (in each case, whether voted by Shareholders in person or by proxy), while Resolutions 2 to 5 must be approved by a majority of members present by a show of hands or, if a poll is demanded, the total voting rights held by Shareholders cast at the Second EGM (in each case, whether voted by Shareholders in person or by proxy). Subject, however, to the passing of Resolution 4 at the First EGM (which inserts weighted voting rights on a liquidation resolution into the Articles), the votes of those Shareholders voting in favour of Resolution 1 at the Second EGM will be sufficient to pass the Resolution and to place the Company into voluntary liquidation.
The quorum for the Extraordinary General Meetings will be two or more members (other than the Company itself where it holds its own Shares as treasury shares) present in person or by proxy. If within half an hour after the time appointed for an Extraordinary General Meeting a quorum is not present, the Extraordinary General Meeting will stand adjourned for seven days at the same time and place or such other day and such other time and place as the Board may determine and no notice of adjournment is required. On the resumption of an adjourned Extraordinary General Meeting, those Shareholders present in person or by proxy will constitute a quorum.
Recommendation
The Board considers that the Proposals are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions proposed at each of the EGMs which the Directors intend to do in respect of their own beneficial holdings which amount in aggregate to 108,870 Shares (representing approximately 0.1 per cent. of the issued share capital of the Company) at the date of the Circular.
In addition, Shareholders representing approximately 70 per cent. of the voting rights of the Company have signed irrevocable undertakings pursuant to which they undertake to vote in favour of the Proposals.
Expected Timetable
Record date for participation and voting at the First EGM | Close of business on 25 February 2018 |
Latest time and date for receipt of Forms of Proxy for the First EGM* | 10.00 a.m. on 25 February 2018 |
First EGM | 10.00 a.m. on 27 February 2018 |
Announcement of the result of the First EGM | 27 February 2018 |
Redemption Record Date for First Expected Compulsory Redemption | 29 March 2018 |
Redemption Date for First Expected Compulsory Redemption | 3 April 2018 |
First Expected Compulsory Redemption payment date and dispatch of balance share certificates | 17 April 2018 |
Redemption Record Date for Final Expected Compulsory Redemption | 12 June 2018 |
Redemption Date for Final Expected Compulsory Redemption | 13 June 2018 |
Final Expected Compulsory Redemption payment date and dispatch of balance share certificates | 26 June 2018 |
Record date for participating and voting at the Second EGM | Close of business on 27 June 2018 |
Latest time and date for receipt of Forms of Proxy for the Second EGM* | 10.00 a.m. on 27 June 2018 |
Closing of the Company's register and record date for participation in liquidation distributions | 6.00 p.m. on 28 June 2018 |
Suspension of listing and trading of the Shares | 7.30 a.m. on 29 June 2018 |
Second EGM | 10.00 a.m. on 29 June 2018 |
Announcement of the result of the Second EGM | 29 June 2018 |
Liquidators appointed | 29 June 2018 |
Cancellation of listing on the Official List and trading of the Shares on the Premium Segment of the Main Market of the London Stock Exchange | 7.00 a.m. on or around 2 July 2018 |
Each of the times and dates in the expected timetable of events may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service provider. All references to times are to London times. | |
* Please note that the latest time for receipt of the Forms of Proxy in respect of the EGMs is forty-eight hours (excluding any part of a day which is not a Business Day) prior to the time appointed for holding the meeting.
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Definitions
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
This announcement does not contain all the information which is contained in the Circular and Shareholders should read the Circular to make an informed election under the Proposals.
A copy of the Circular can be accessed via the National Storage Mechanism, which is located at http://www.morningstar.co.uk/uk/NSM, or the Company's website: www.aberdeenprivateequity.co.uk.
For further information, please contact:
William Hemmings
Aberdeen Fund Managers Limited
020 7463 6000
Henry Freeman / Gillian Martin
Liberum
020 3100 2000