ACM European Enhanced Inc.Fund PLC
22 August 2005
ACM EUROPEAN ENHANCED INCOME FUND PLC
ANNUAL GENERAL MEETING
22 AUGUST 2005
Background
The Board announced on 29 July 2005 that, conditional on regulatory approval, it
intended to propose, in lieu of the Continuation Resolution, a scheme of
reconstruction offering Shareholders an opportunity to realise their investment
for cash and/or continue their investment through a roll-over option into a UK
investment trust, New City High Yield Trust plc.
Unfortunately the Board has subsequently been notified by the Financial
Regulator in Ireland that it will not authorise the Scheme, which it categorises
as an amalgamation, as the Financial Regulator only permits retail funds, such
as the Company, to amalgamate with other collective investment schemes that are
authorised and supervised by a relevant competent authority as determined by the
Financial Regulator. New City which, in common with all UK investment trusts, is
subject to the regulatory obligations resulting from its admission to listing by
the UK's Financial Services Authority, is deemed not to satisfy this
requirement. The Board appealed against this decision as New City, under the
FSA's listing regime for UK investment trusts, is subject to a similar level of
regulation as the Company. However, the Board is disappointed to have to
announce that this appeal has been rejected by the Financial Regulator and
therefore the Scheme cannot be implemented as was envisaged. The Board
reiterates that it believes that the Scheme would have been in the best
interests of Shareholders as a whole.
Proposals
Continuation Vote
The Board has today posted to Shareholders a circular and notice of meeting
convening the AGM for 15 September 2005. At the AGM the Board will propose, in
addition to the ordinary business, the Continuation Resolution as an item of
special business.
Given the requirement of holders of a significant proportion of the Shares to
realise their investment, and the fact that the Company's size would be
significantly reduced as a result, the Board, which has been advised by
Winterflood Securities, does not consider a continuation of the Company for a
further period of approximately five years to be in the best interests of the
Company and of Shareholders as a whole and, therefore, recommends that
Shareholders vote against the Continuation Resolution.
Potential Redemption of Shares
The Articles contemplate that if the Continuation Resolution fails an
extraordinary general meeting of the Company will be convened within four months
of the AGM at which a resolution to wind up the Company voluntarily would be put
to the Shareholders. The Board intends to convene the EGM by the middle of
October 2005 to address the closure of the Company. The Board has been advised
that the appointment of a liquidator in these circumstances would be costly and
may involve a delay in returning funds to Shareholders and that the more
expeditious process for returning Shareholders' funds is for the Company to
effect a total redemption of its Shares; for application to be made to the
Financial Regulator to revoke the authorisation of the Company; and then for
application to be made to the Companies Registration Office in Ireland for the
striking off of the Company. On the total redemption of the Shares the Company
shall pay to Shareholders the prevailing net asset value per Share after
accounting for the costs of the share redemption, including portfolio
realisation costs.
To implement such a total redemption of Shares the Articles will need to be
amended as currently there is no provision in the Articles for redemption
generally. This amendment to the Articles will require Shareholders' approval at
the EGM. The amendment to the Articles is conditional on the approval of the
Financial Regulator which the Board expects to be forthcoming and the Board
would expect to implement the redemption of Shares shortly after the EGM.
Shareholders will be informed of the details of the redemption in a further
circular accompanying the documentation relating to the EGM, which is expected
to be posted shortly after the AGM.
The Board has notified New City of the Financial Regulator's ruling regarding
the Scheme. For non-retail Shareholders who wish to reinvest the cash proceeds
of the redemption of the Shares, New City has confirmed its intention to seek to
make available new shares representing up to 9.99 per cent. of its share capital
at a small premium to net asset value (subject to obtaining any necessary
approvals).
For further information please contact:
David Benda / Nathan Brown
Winterflood Securities, Corporate Stockbroker
Tel. 020 7621 5562 / 5572
Notes:
Winterflood Securities is acting for the Company and will not regard any persons
other than the Company as its customer or be responsible to anyone other than
the Company for providing the protections afforded to customers of Winterflood
Securities or for providing advice in relation to the contents of this
announcement or any matters referred to in this document.
A copy of the notice of the AGM has been submitted to the FSA and will shortly
be available for inspection at the UK Listing Authority's Document Viewing
Facility, which is situated at:
Document Viewing Facility
UK Listing Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. 020 7676 1000
Definitions:
The following definitions apply throughout this announcement unless the context
requires otherwise:
'AGM' the Company's annual general meeting convened for 10 a.m. on 15
September 2005
'Articles' the Company's articles of association
'Board' the Company's board of directors
'Company' ACM European Enhanced Income Fund plc
'Continuation the special resolution to the effect that the Company continue
Resolution' in existence for a further period of approximately five years
'EGM' the extraordinary general meeting of the Company to be convened
if the Continuation Resolution fails
'FSA' the UK's Financial Services Authority
'Financial the Irish Financial Services Regulatory Authority
Regulator'
'New City' New City High Yield Trust plc
'Scheme' the scheme of reconstruction which the Board intended to
propose in lieu of the Continuation Resolution
'Shares' the shares in the capital of the Company
'Shareholders' the holders of the Shares
'Winterflood Winterflood Securities Limited, acting through its division
Securities' Winterflood Investment Trusts
This information is provided by RNS
The company news service from the London Stock Exchange
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