20 Dec 2018 07:00
20 December 2018
Lazard World Trust Fund
Publication of Circular re: proposals regarding the future of the Company
Further to the announcement on 8 November 2018, Lazard World Trust Fund has today published a circular (the "Circular") proposing to effect a managed wind-down of the Company through the adoption of a revised investment policy pursuant to which the Company will seek to realise its assets in a controlled and orderly manner with a view to achieving a balance between (i) a timely return of cash to Shareholders at such times and in such manner as the Board may (in its absolute discretion) determine; and (ii) maximising the realisation value of the assets comprising the Company's portfolio (the "Proposals").
The Circular includes a notice convening an extraordinary general meeting ("EGM") the sole business of which will be to seek Shareholder approval for the resolutions necessary to effect the Proposals:
1 to amend the Company's investment policy to enable a controlled, orderly and timely realisation of the Company's assets (the "Divestment Investment Policy");
2 to approve a reduction of capital of the Company and to authorise the Board to give effect to such capital reduction by way of compulsorily redeeming Shares on a pro rata basis at the Board's discretion from time to time as cash is realised through the implementation of the Divestment Investment Policy (the "Compulsory Redemption Mechanism"); and
3 to grant authority for the Shares redeemed pursuant to the Compulsory Redemption Mechanism to be cancelled and for the Articles to be amended to reflect the changes to the Company's share capital following each redemption,
together, the "Resolutions".
Further details of the Proposals are set out in the Circular which has been posted to shareholders today. The EGM will be held at 49, avenue J.F. Kennedy, L-1855 Luxembourg on 11 January 2019 at 3.00 p.m. CEST.
A copy of the Circular incorporating the notice of EGM has been submitted to the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg and will shortly be available to download from the Company's website www.lazardworldtrustfund.com.
Management Agreement
The Board and the Manager have agreed to amend the terms of the existing Management Agreement with effect from the conclusion of the EGM and conditional upon the adoption of the Divestment Investment Policy at the EGM, to remove the Manager's entitlement to a performance fee with effect from 1 January 2019. In addition, once the Company's Net Asset Value falls below US$50 million, the management fee payable to the Manager by the Company shall reduce from 0.1875 per cent. to 0.15 per cent. per annum (or pro rata for any period greater or less than one quarter) of the average weekly Net Asset Value of the Company during the relevant quarter (together with any value added tax).
Upon the appointment of liquidators in due course, the Company may terminate the appointment of the Manager on written notice.
Dividends
The second interim dividend of 5.835 pence per Share was paid on 17 December 2018 to Shareholders on the register as at 16 November 2018, with an ex-dividend date of 15 November 2018. In view of the Proposals set out in the Circular, the Board believes it would be in the best interests of the Company and Shareholders to suspend any further dividends pursuant to its existing dividend policy.
Save as defined herein, capitalised terms used in this announcement have the same meaning as in the Circular.
Enquiries:
Link Company MattersJenny Thompson +44 (0)20 7954 9599
Cenkos Securities plc +44 (0)20 7397 8900Will Rogers Alex Collins