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Proposed Change of Name

15 Apr 2016 08:39

RNS Number : 3332V
World Trust Fund (The)
15 April 2016
 

The World Trust Fund

Proposed Change of Name

The World Trust Fund (the "Fund") has today published a notice convening an Extraordinary General Meeting to approve proposals to change the name of the Fund and certain other amendments to the Fund's articles of association (the "Articles").

It is proposed to change of name of the Fund from The World Trust Fund to Lazard World Trust Fund. The Board believes that the Fund will benefit through having the name of the investment manager included in the name of the Fund. Lazard Asset Management has a strong reputation, a long and successful performance record and is accordingly well known in the investment community. The Board believes that the inclusion of the Lazard name will be helpful in attracting additional demand for the Fund's shares.

The other proposed changes to the Fund's Articles are to:

1. reflect the successive capital reductions resulting from the tender offers and capital increases resulting from the exercise of subscription rights by warrantholders on prior subscription dates; and

2. include a definition of the term "Specified U.S. Person" as defined by the Foreign Account Tax Compliance Act of 2010, as may be amended.

The Extraordinary General Meeting will be held at 2.30 p.m. CET on Monday 9 May 2016 at the offices of State Street Bank Luxembourg S.C.A., 49, avenue J.F. Kennedy, L-1855 Luxembourg at which shareholders will be asked to approve the proposed changes to the Articles.

A copy of the notice has been submitted to the Commission de Surveillance du Secteur Financier ('CSSF') and will shortly be available through the National Storage Mechanism at http://www.morningstar.co.uk/uk/nsm.do and on the Fund's website at www.theworldtrustfund.com

Enquiries:

 

Stockdale Securities Limited

Alastair Moreton

Rose Ramsden

020 7601 6118

 

 

 

 

 

 

Appendix - Notice of Extraordinary General Meeting

 

THE WORLD TRUST FUND

 

(a company organised under the laws of the Grand Duchy of Luxembourg as a société d'investissement à capital fixe under the form of a société anonyme with registered number B37.154)

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

You are hereby invited to an extraordinary general meeting of Shareholders of The World Trust Fund, a société d'investissement à capital fixe organised under the form of a société anonyme (public limited liability company) with registered office at 49, avenue J.F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg trade and companies register under number B37.154 (the "Company") which will be held on May 9th, 2016 at 2:30 p.m. CET at the offices of State Street Bank Luxembourg S.C.A., 49, avenue J.F. Kennedy, L-1855 Luxembourg to consider the following agenda:

 

1. Amendment of article 1 of the articles of incorporation of the Company (the

"Articles") so as to change the Company's name from "The World Trust Fund" to "Lazard World Trust Fund".

 

2. Amendment of article 5.1 of the Articles to reflect the successive capital reductions resulting from the tender offers and capital increases resulting from the exercise of their subscription rights by warrantholders with respect to the subscription dates arisen on March 30th, 2012, September 28th, 2012, March 28th, 2013, September 30th, 2013 and March 30th, 2014 so that article 5.1 of the Articles shall now read as follows:

 

"The Corporation has an issued capital of ten million one hundred thirty-five thousand six hundred seventy-four United States Dollars and forty cents (U.S. $10,135,674.40) consisting of fifty million six hundred seventy-eight thousand three hundred and seventy-two (50,678,372) shares of a nominal value of twenty United States cents (U.S. $0.20) each".

 

3. Amendment of article 8.2 (ii) to include a definition of the term "Specified U.S. Person" as defined by the Foreign Account Tax Compliance Act of 2010, as may be amended (FATCA) and of article 8.2 (iii) to allow the board of directors of the Company to restrict or prevent the ownership of shares in the Company if, in the reasonable opinion of the board of directors of the Company, such ownership would prejudice the tax status of the Company and might result in the Company incurring any liability to taxation including inter alia any liability that might derive from FATCA or the Common Reporting Standard or any other similar provisions.

 

 

NOTES

 

(a) Shareholders who wish to participate in the Extraordinary General Meeting referred to above, should inform the Company no later than 5:00 p.m. CET on May 5th, 2016 to the attention of the Domiciliary department, State Street Bank Luxembourg S.C.A., 49, avenue J.F. Kennedy, L-1855 Luxembourg, fax number +352 46 40 10 413 or by email at: Luxembourg-Domiciliarygroup@statestreet.com.

 

(b) Shareholders who will not be able to attend the Extraordinary General Meeting, may complete the enclosed form of proxy (the "Form of Proxy") and date, sign and return a copy by fax and the original by mail before 5:00 p.m. CET on May 5th, 2016 to the attention of the Domiciliary department, State Street Bank Luxembourg S.C.A., 49, avenue J.F. Kennedy, L-1855 Luxembourg, fax number +352 46 40 10 413.

Please note that any Forms of Proxy received after 5:00 p.m. CET on May 5th, 2016 or incomplete Forms of Proxy will not be taken into account for the calculation of the quorum and the vote in respect of the Extraordinary General Meeting of May 9th, 2016.

 

Shareholders are informed that any completed Form of Proxy returned for attendance at the Extraordinary General Meeting to be held on May 9th, 2016 (even, for the avoidance of doubt, after the deadline set forth under the first paragraph of this item (b)) will remain valid for the second Extraordinary General Meeting which will be convened to be held on 10 June, 2016 (the "Reconvened EGM"), provided that the Shareholders having submitted their Forms of Proxy in respect of the Extraordinary General Meeting have not notified the Company in writing of the revocation of their Form of Proxy in respect of the Extraordinary General Meeting, at the time on which the deadline for posting of Forms of Proxy in respect of the Reconvened EGM expires (it being understood that a completed Form of Proxy returned on time for the Reconvened EGM shall be deemed to constitute a revocation of any Form of Proxy returned with respect to the Extraordinary General Meeting) and that the relevant Form of Proxy shall be valid only for the (remaining) number of Shares that each of the relevant Shareholder holds at 6:00 p.m. CET on the date which is three business days prior to the Reconvened EGM.

 

A shareholder may appoint more than one proxy in relation to the EGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.

 

If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the EGM.

 

(c) Holders of the dematerialised depositary interests in respect of shares of the Company issued and to be issued (the "Depository Interests") by Capita IRG Trustees Limited, (the "Depository") ("DI Holders") should therefore complete the enclosed relevant voting direction forms (the "Form of Direction") and date, sign and deposit the Form of Direction by mail before 2.00 p.m. CET on May 4th, 2016 to the attention of Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Once Capita IRG Trustees Limited has collated responses from DI Holders, it will lodge with State Street Bank Luxembourg S.C.A. a Form of Proxy representing in aggregate the instructions of DI Holders.

 

 

DI Holders are informed that any completed Forms of Direction returned in respect of the Extraordinary General Meeting to be held on May 9th, 2016 (even, for the avoidance of doubt, after the deadline set forth under the first paragraph of this item (c)) will remain valid for the Reconvened EGM, provided that the DI Holders having submitted their Forms of Direction in respect of the first Extraordinary General Meeting have not notified the Company in writing of the revocation of their Form of Direction in respect of the Extraordinary General Meeting at the time on which the deadline for posting of Forms of Direction in respect of the Reconvened EGM expires (it being understood that a completed Form of Direction returned on time for the Reconvened EGM shall be deemed to constitute a revocation of any Forms of Direction returned with respect to the Extraordinary General Meeting) are still holders of Depository Interests and that the relevant Forms of Direction shall be valid only for the (remaining) number of Depository Interests that each of the relevant holder of Depository Interests holds at 2.00 p.m. CET on May 4th, 2016.

 

(d) Only Shareholders entitled to vote at 5.00 p.m. CET on the date which is two business days prior to the Extraordinary General Meeting or the Reconvened EGM will be entitled to vote at the relevant Meeting. Depository Interest Holders wishing to attend the Meeting should request a Letter of Representation by contacting the Depository at Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or by email to custodymgt@capita.co.uk to request a Letter of Representation by no later than at 2.00 p.m. CET on May 4th, 2016.

 

Changes to entries on the register of Shareholders (or, in respect of Depository Interest(s), in the register of Depository Interests held by Capita IRG Trustees Limited) after the above times shall be disregarded in determining the rights of persons to vote (and the number of votes they may cast) at the Extraordinary General Meeting or the Reconvened EGM.

 

As at April 14, 2016 (being the last practicable business day prior to the publication of this Notice), the Company's total number of shares in issue was 50,678,372 of which 10,252,277 shares were held in treasury. The number of shares carrying voting rights was therefore 40,426,095.

 

(e) A quorum of at least half of the share capital of the Company is required for the resolutions on the agenda of the Extraordinary General Meeting and the resolutions will be adopted at the Extraordinary General Meeting if approved by a two-thirds majority of the votes validly cast, abstentions, invalid and blank votes not being taken into account. Each Share is entitled to one vote. If the 50 per cent. quorum is not reached at the Extraordinary General Meeting on May 9th, 2016, the Board will convene the Reconvened EGM in accordance with article 67-1(2) of the Company Act at which no quorum will be applicable and the resolutions will be adopted if approved with the same majority as for the Extraordinary General Meeting. Shareholders will have the right to submit Forms of Proxy and DI Holders the right to provide Forms of Direction in respect of the Reconvened EGM in accordance with the terms and conditions to be set out in the convening notice of the Reconvened EGM.

 

 

Yours faithfully,

 

By order of the Board of Directors

Philip R. McLoughlin

Chairman of the Board of Directors of the Company

 

15 April 2016

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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