30 Nov 2018 15:04
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR THE REPUBLIC OF SOUTH AFRICA
EL ORO LIMITED ("COMPANY")
Registration No: 49778
30 November 2018
Notice of Annual General Meeting and Proposal for the Future of the Company
The Company has today published the notice of its Annual General Meeting, which is also copied below, and details of a new proposal that the board of the Company ("Board") is exploring as an alternative to a liquidation of the Company. This proposal, to be entered into with JPMorgan Elect plc ("JPME") ("JPME Proposal") would offer a real choice to the Company's members ("Members") of cashing out or rolling over into a larger investment company with access to greater investment resource. This may offer greater flexibility to Members in terms of tax planning.
The Board has remained conscious of the concerns expressed by Members during 2016. These included the investment performance of the Company, the lack of liquidity in the Ordinary Shares and their widening discount to net asset value. These concerns were described in the Chairman's letter giving notice of the annual general meeting of the Company held on 17 November 2016. The Board has studied a wide range of options for the future direction of the Company, having regard to the fact that the concerns referred to above remain.
The Board is pleased to announce that it has agreed heads of terms with the board of JPME for JPME to provide a "rollover" option for Members. JPME provides investors access to a number of different investment strategies, including one focussed on UK equity income, through a multi-share class structure and the Board believe this will appeal to Members.
JPME, which has total net assets of £369.6 million (as at 31 August 2018), has three share classes, and quarterly conversion between share classes is permitted. The investment objectives of the three classes, which the Board considers to be comparable to the Company's overall investment objective, are set out below:
· Managed Income - A growing income return with potential for long term capital growth by investing in equities, investment companies and fixed income securities (the "Income Shares").
· Managed Growth - Long term capital growth from investing in a range of investment trusts and open-ended funds managed principally by JPMorgan Asset Management (the "Growth Shares").
· Managed Cash - Preservation of capital with a yield based on short term interest rates (the "Cash Shares").
The Board expects that each of the above share classes will be made available as rollover options for Members, with JPME Managed Income being the default. Each share class is listed separately and traded on the main market of the London Stock Exchange and JPME's shareholders are able to switch between the three share classes on a quarterly basis without incurring a liability to UK capital gains tax.
Members who want to rollover their El Oro Shares in a cost and tax efficient way can choose to rollover into new JPME shares.
Members who want to exit for cash with broadly the same amounts as they would have received on simple liquidation can choose the cash option.
Subject to final agreements being signed with JPME, the Board currently anticipates that appropriate circulars will be issued to Members during the first calendar quarter of 2019, with the restructuring likely to be completed before June 2019. Under the proposed restructuring of the Company (as currently envisaged), Members will be asked to vote on the proposals.
Further information on JPME and full details of the terms of the JPME Proposal will be included in the documentation to be sent to Members in 2019. However, Members are also encouraged to visit the website of JPME at:
https://am.jpmorgan.com/gb/en/asset-management/gim/per/products/investment-trusts/jpm-elect-plc
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Company's NINTH ANNUAL GENERAL MEETING and theONE HUNDRED AND FOURTEENTH ANNUAL GENERAL MEETING OF THE EL ORO GROUP will be held on 20 December 2018 at 41 Cheval Place, London SW7 1EW at 12 noon for the following purposes:
Ordinary resolutions:
1. To receive the Directors' report and the consolidated financial statements for the year ended 30 June 2018.
2. To re-appoint PricewaterhouseCoopers CI LLP as Auditor of the Company, to hold office until the conclusion of the next General Meeting at which financial statements are laid before the Company and to authorise the Directors to fix their remuneration.
3. To ratify the payment of a final dividend of 2.54 pence for the year ended 30 June 2018.
4. To authorise the Company generally and unconditionally to make market purchases within the meaning of Section 315 of the Companies (Guernsey) Law 2008, the authority for market acquisitions set forth in Article 4.7 of the Company's Articles of Incorporation be approved and restated on the basis that of its Ordinary Shares in the capital of the Company ("Shares") upon or subject to the following conditions:
(a) the maximum number of Shares hereby authorised to be purchased is 6,317,340;
(b) the maximum price at which Shares may be purchased shall be 5% above the average of the middle market quotations for the Shares as taken from The International Stock Exchange Daily Official List for the five Business Days preceding the date of purchase and the minimum price shall be 5 pence per share, in both cases exclusive of expenses; and
(c) the authority to purchase conferred by this Resolution shall expire on the date falling eighteen months after the date of this resolution or at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, save that the Company may before such expiry enter into a contract of purchase under which such contract may be completed or executed wholly or partly after the expiration of this authority.
The Board recommends that Members vote in favour of all ordinary resolutions.
A copy of this notice and the accompanying circular to Members is available on the Company's website: www.eloro.com.
For further information, please contact:
El Oro Ltd www.eloro.com 020 7581 2782
Robin Woodbine Parish, Chairman
Una Ni Dhonaill
Aztec Financial Services (Guernsey) Limited 01481 748831
Chris Copperwaite
Registered address: East Wing,
Trafalgar Court,
Les Banques,
St Peter Port, GY1 3PP
End of announcement