12 Dec 2012 07:00
12 December 2012
Kubera Cross-Border Fund Limited
Posting of EGM Circular
The Board of Directors of Kubera Cross-Border Fund Limited (LSE/AIM: KUBC) (the "Company") announces that it has today posted to the Company's shareholders a circular to convene an EGM at which a resolution will be proposed regarding the future of the Company (the "Circular"). If the resolution is approved, as recommended by the Directors, the Company will continue its realisation process, the Board will be streamlined, and the investment management fee will be a decreasing fixed amount over the next three years. There will be no change in the oversight of the Company's investments.
About Kubera Cross-Border Fund Limited
Kubera Cross-Border Fund Limited is a closed-end investment company incorporated in the Cayman Islands and traded on the AIM market of the London Stock Exchange. The Fund makes private equity investments in cross-border companies, primarily in businesses that operate in the US-India corridor. The Fund's investment manager, Kubera Partners, brings a strong track record of investing in or managing such businesses. Several of the Fund's portfolio companies also benefit from business activities in the growing Indian domestic market. For further information on the Fund, please visit www.kuberacrossborderfund.com.
For more information contact:
Kubera Partners, LLC (Investment Manager of Kubera Cross-Border Fund Limited)
Ramanan Raghavendran, Managing Partner
Email: info@kuberapartners.com
Numis Securities Limited (Broker)
David Benda, Director
Tel.: +44 (0) 20 7260 1275
Email: d.benda@numiscorp.com
Grant Thornton Corporate Finance (Nominated Adviser)
Philip Secrett, Partner/ David Hignell, Manager
Tel.: +44 (0) 20 7383 5100
Email: philip.j.secrett@uk.gt.com
Extract from the Circular detailing proposals in relation to the continuation of the Company:
"Introduction
In the Company's Admission Document published in December 2006, the Directors committed to give Shareholders the opportunity in 2013 to review the life of the Company, by way of voting on a resolution that the Company should continue as presently constituted. Furthermore, the Directors committed, if such resolution was not passed at that time, to bring forward proposals for the reorganisation of the Company.
Continuation Resolution
The Company's Admission Document dated 21 December 2006 stated:
"The Company does not have a fixed life but the Directors consider it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. In 2013, the Directors will convene an annual general meeting where a resolution will be proposed that the Company will continue in existence. If the resolution is not passed, the Directors will be required to formulate proposals to be put to Shareholders to reorganise, reconstruct or wind up the Company. If the resolution is passed, the Company will continue its operations and a similar resolution will be put to Shareholders every five years thereafter."
Following consultation with major Shareholders, it has become clear to the Board that there is a consensus among Shareholders supporting the proposition that the Company should not continue and should seek to realise its investments and return the net proceeds to Shareholders. In the light of this, the Board has decided that, rather than propose (as contemplated by the Admission Document) a resolution that the Company should continue, it would better reflect the wishes of Shareholders for the Board to propose a resolution that the Company should not continue in its current form.
Proposed change of investment objective and policy
In accordance with the Admission Document, if it is determined by Shareholders that the Company should not continue as presently constituted, the Board is committed to formulate proposals to be put to Shareholders to "reorganise, reconstruct or wind up the Company." The Board has concluded that the most appropriate and cost effective way for the Company to become a realisation vehicle would be for Shareholders to adopt a new investment objective and policy. Accordingly the second part of the Resolution to be proposed at the EGM proposes a change to the Company's investment objective and policy such that the Company makes no new investments and becomes a realisation vehicle whose objective is to realise its investments in an orderly fashion and return the net proceeds of such realisations to Shareholders.
It should be noted that if the Resolution is passed at the EGM, and Shareholders thereby approve the change in investment objective and policy, no immediate or accelerated sale of the Company's portfolio of investments will occur. Investments will only be realised when, in the opinion of the Investment Manager, appropriate opportunities are presented. An analysis of the Company's portfolio of investments is set out in the Company's 2012 interim report and accounts which can be accessed on the Company's website at http://kuberacrossborderfund.com/investor_reports.html.
In the unlikely event that the Resolution is not passed, the Company will continue its operations and another continuation resolution will be put to Shareholders in 2018. In such circumstances, Shareholders should be aware that although the investment objective and policy of the Company will not formally have changed, as announced in April 2009 and December 2011, the Company will not make any new investments, will seek to gradually realise its existing assets and distribute substantially all realisation proceeds to Shareholders unless the Board, in consultation with Shareholders, determines otherwise.
Investment Management Agreement
During 2009, 2010 and 2011, the annual fee payable to the Investment Manager was fixed in order to provide the Investment Manager with the resources to manage and protect the Company's investments through the global financial crisis. With effect from 1 January 2012, the investment management fee payable to the Investment Manager reverted to 2 per cent. per annum of Net Asset Value.
In the event that the Resolution is passed, the Independent Directors intend to amend and restate the Investment Management Agreement to revise the annual management fee payable to the Investment Manager as set out below. With effect from 1 January 2013, and subject to the exception noted below, the investment management fee payable shall be fixed for the calendar years 2013, 2014 and 2015, as follows:
·; 2013: $1,997,076, which is equal to the investment management fee paid in calendar year 2012.
·; 2014: $1,997,076, which is equal to the investment management fee paid in calendar year 2012.
·; 2015: $1,697,515, which is a 15 per cent. reduction from the investment management fee to be paid in 2013 and 2014.
The change in the investment management fee arrangement will:
(a) provide the Investment Manager with the financial means to employ the appropriate level of resources to implement the proposed change of investment objective and policy during the disposal period; and
(b) remove the inherent disincentive to dispose of assets whereby the Investment Manager's investment management fee would otherwise fall as the NAV declines when realisation proceeds are distributed.
The Investment Management Agreement between the Company and the Investment Manager is for an initial term of seven years ending 26 December 2013. The terms of the Investment Management Agreement currently state that it shall be extended for such period as the Investment Manager deems appropriate, not to exceed three years, i.e. until 26 December 2016, to allow the Investment Manager to effect an orderly disposal of the Company's assets. Therefore, if all of the Company's assets have not been realised by the end of 2015, it is the Directors' intention to consult again with Shareholders before deciding on the basis of the investment management fee payable post-2015 if and as appropriate.
In the event that, during the period from 2013 to 2015, the NAV of the Company falls by over 85 per cent. of the NAV prevailing on 1 January 2013, for example through the successful realisation of investments and distribution of proceeds to Shareholders, then the investment management fee payable for the remaining life of the Company shall revert immediately to 2 per cent. per annum of NAV, or a fixed fee to be determined by the Independent Directors at the time to ensure an orderly wind-down.
No changes are being proposed to the carried interest arrangements which, together with the co-investment of 9 per cent. made by the Investment Manager in every investment made by the Company, ensures that the interests of the Investment Manager remain aligned with Shareholders to maximise the proceeds from the realisation of the underlying portfolio.
The Independent Directors, having consulted with the Company's Nominated Adviser, believe the proposed amendments to the Investment Management Agreement described above are fair and reasonable insofar as the Shareholders are concerned. Messrs. Kumar Mahadeva and Ramanan Raghavendran, who are connected with the Investment Manager, have taken no part in the Independent Directors' consideration of the proposed changes to the Investment Management Agreement.
In the event that the Resolution is not passed at the EGM, the investment management fee payable, as set out in the Investment Management Agreement, will remain unchanged at 2 per cent. per annum of Net Asset Value.
Changes to the Board
As previously announced, if Shareholders follow the Board's recommendation and the Company becomes a realisation vehicle, the Directors and the Investment Manager are of the view that, consistent with the objective of streamlining the operations of the Company and reducing the ongoing operating costs, it would be appropriate to reduce the size of the Board. If Shareholders approve the Board's recommendation, one of the Investment Manager's principals, Mr. Kumar Mahadeva, will step down from the Board together with two independent non-executive Directors, Mr. Michel Casselman and Mr. Pravin Gandhi. These resignations would be conditional on Shareholders approving the Resolution and would be effective at the end of the EGM. This would leave the Board with three Directors, two of whom are independent non-executive Directors.
The changes to the Board will not adversely affect the active oversight and management of the Company's investment portfolio by the Investment Manager and, in particular, Messrs. Ramanan Raghavendran and Kumar Mahadeva."
End.