27 Feb 2018 16:47
27 February 2018
Aberdeen Private Equity Fund Limited
Results of Extraordinary General Meeting
The Board of Aberdeen Private Equity Fund Limited announces that, at the Extraordinary General Meeting of the Company held today, 27 February 2018, Ordinary Resolution 1 and Special Resolutions 2 to 4 put to the meeting were approved by shareholders by way of a poll.
Details of the votes are set out below:
Ordinary Resolutions | For* | Against | Withheld** |
1. That the Company replace its Current Investment Objective and Policy with the Amended Investment Objective and Policy, and undertake a Portfolio Realisation | 96,260,751 | 38,905 | 0 |
Special Resolutions | |||
2. That the Directors are permitted to convert all or any Shares into redeemable shares of no par value | 94,105,737 | 39,013 | 2,154,906 |
3. That the Shares of the Company be and are hereby converted into ordinary redeemable shares of no par value | 94,114,343 | 39,013 | 2,146,300 |
4. That the proposed Compulsory Redemption mechanism be and is hereby approved and that the New Articles be approved and adopted | 94,114,343 | 39,013 | 2,146,300 |
Update on implications of U.S. Tax Cuts and Jobs Act legislation and expected distributions
Further to the update released on 22 February 2018, regarding implications of the newly enacted U.S. Tax Cuts and Jobs Act legislation and in particular withholding tax obligations, the Company is still working with the Buyer and the Manager to quantify the amount of the sales proceeds required to be withheld by the Buyer and paid to the U.S. Internal Revenue Service. The Manager's estimate, at this stage, continues to be for c. 5% of the sales proceeds to be withheld, anticipated to be refunded by the U.S. Internal Revenue Service in due course. As previously stated, the expectation is that refunds due to the Company will be accrued for by the Company and paid out in due course to Shareholders by the Company's liquidator. An update will be provided to shareholders as and when details for the refund process have been published. While the Board is not currently aware that there are tax liabilities, the Company continues to work with its advisers to confirm any unanticipated liabilities.
Following the approval of the Resolutions at the EGM earlier today, and subject to the satisfaction of certain other conditions, the Sale and Purchase Agreements entered into on 18 December 2017 are expected to complete on or around 31 March 2018. As set out in the Circular of 1 February 2018, the Company expected to have approximately £160.1 million of cash available for distribution, based on foreign exchange rates as at 26 January 2018. It should be noted this amount includes the interim dividend of 2.0 pence per share, which went ex on 23 February 2018 and is payable on 16 March 2018. This amount is after deducting the costs of the portfolio sale and wind-up of the Company, assuming that the liquidation of the Company proceeds in accordance with the timetable set out in the Circular, however it excludes the termination fee payable to the Investment Manager as detailed in the Circular.
The amount stated above remains subject to foreign exchange fluctuations and other adjustments. It is expected that the First Compulsory Redemption will take place on 6 April 2018 as opposed to 3 April 2018 as stated in the Circular and a further announcement will be made in due course detailing the amount to be distributed in the First Expected Compulsory Redemption.
Terms not defined in this announcement shall have the same meaning as those defined in the Circular.
Notes:
The full text of the Extraordinary General Meeting resolutions may be found in the Notice of Extraordinary General Meeting contained in the Circular dated 1 February 2018, copies of which are available on both the Company's website www.aberdeenprivateequity.co.uk and on the National Storage Mechanism www.morningstar.co.uk/uk/NSM***
A copy of the Special Resolutions passed at the Extraordinary General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM***
* Includes discretionary votes received
** A vote withheld is not a vote in law and is not counted in the proportion of votes 'for' or 'against' a resolution
*** Neither the NSM website nor the Company's website nor the content of any website accessible from hyperlinks on those websites (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement
Enquiries:
Company Secretary and Administrator
Ipes (Guernsey) Limited
Nicholas Robilliard
01481 713843