ACM European Enhanced Inc.Fund PLC
19 September 2005
ACM EUROPEAN ENHANCED INCOME FUND PLC
EXTRAORDINARY GENERAL MEETING
19 SEPTEMBER 2005
Background
At the annual general meeting of the Company (the 'AGM') which took place on
Thursday 15 September, 2005, a resolution to the effect that the Company
continues in existence for a further period of approximately five years (the
'Continuation Resolution') was, in line with the Board's recommendation, not
approved by the Company's shareholders (the 'Shareholders'). The Company's
articles of association (the 'Articles') contemplate that if the Continuation
Resolution was not approved an extraordinary general meeting of the Company (the
'EGM') would 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 has
today posted to Shareholders a circular and notice of meeting convening the EGM
for 13 October 2005.
Amendment to Articles to provide for repurchase of Shares
Although the Articles provide for the EGM to be convened in these circumstances
at which a resolution to wind up the Company will be proposed, the Board has
been advised that the appointment of a liquidator to wind up the Company 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 repurchase of the Shares. Following the repurchase of
the Shares application will be made to the Financial Regulator in Ireland to
seek the revocation of the authorisation of the Company and application will
then be made to the Companies Registration Office in Ireland for the striking
off of the Company and to the Financial Services Authority in the United Kingdom
for the listing of the Shares to be cancelled.
To implement such a total repurchase of Shares the Articles will need to be
amended as currently there is no provision in the Articles for repurchase
generally. The effect of the amendments to the Articles would be to provide
authority for the Company to repurchase all of the outstanding Shares at any
time up to 31 December 2005. Any repurchase will be effected at a price which is
the prevailing net asset value per Share. This amendment to the Articles will
require the approval of the Shareholders at the EGM.
Repurchase of Shares
Conditional on Shareholders' approval at the EGM, the Board intends to effect
the repurchase of all of the Shares on 24 October, 2005, being 7 business days
after the EGM. Dealings in the Shares will be suspended from 7.30 a.m. on 13
October, 2005.
On the total repurchase of the Shares the Company shall pay to Shareholders the
prevailing net asset value per Share, which will be after allowing for all
related costs of the Share repurchase arrangements, including the striking off
of the Company and the realisation of the Company's portfolio.
The Board expects to issue on 21 October, by way of a regulatory announcement
made to the London Stock Exchange, details of the actual Share repurchase date
and the applicable repurchase price (the 'Repurchase Price').
Bank Loan Facility
The Board intends that the Company's bank loan of Euro13.6 million will be
repaid on or about 14 October, 2005. There will be no costs or penalties payable
to the lending bank in respect of this repayment.
Costs and Expenses
The payment of fees by the Company to the directors will only cease on the
striking off of the Company. Where fees are calculated as a percentage of the
Company's net asset value, such fees will cease to be paid when there are no
remaining securities in the Company. No payments will be made to the Company's
directors for loss of office, nor to the Company's investment manager for
termination of the management agreement.
The total costs to the Company of the work undertaken and advice sought in
relation to the proposed amalgamation referred to in the Circular that
accompanied the AGM notice, the Continuation Resolution, the Share repurchase
and the striking off of the Company, before taking account of any costs
associated with the realisation of the Company's assets, are estimated to amount
to approximately £216,000 (including VAT). The Company's net asset value per
Share is calculated and announced net of appropriate accruals for these costs,
which the Board has been advised are required to be charged against the
Company's revenue reserve. As at 8 September, 2005, (being the last practicable
date prior to the publication of this Circular) the net asset value per Share
including such accruals was 73.95p.
Dividends
The Board intends to declare a third interim dividend on the Shares, which is
expected to be payable on 28 October, 2005 to those Shareholders on the register
of members at the close of business on 14 October, 2005. The dividend will
represent most of the amount available for distribution by the Company as at 30
September, 2005.
For further information please contact:
David Benda / Nathan Brown
Winterflood Investment Trusts, Corporate Stockbroker
Tel. 020 7621 5562 / 5572
Expected Timetable
October, 2005
Thursday 6 Declaration date for third interim dividend.
Tuesday 11 10.00 a.m. Latest time and date for receipt of Forms of Proxy.
Wednesday 12 8.00 a.m. Third interim dividend declared ex-dividend.
5.00 p.m. Record date for entitlements under the proposals;
and
Register of Shareholders closes for transfers.
Thursday 13 7.30 a.m. Trading in Shares on London Stock Exchange
suspended.
10.00 a.m. EGM.
Friday 14 5.00 p.m. Record date for third interim dividend.
Thursday 20 5.00 p.m. Calculation time and date for the net asset value
per Share on repurchase.
Friday 21 Declaration of Share repurchase date and net asset
value per Share on repurchase.
Monday 24 Repurchase date of Shares.
Friday 28 Repurchase proceeds distributed to Shareholders;
and
Final dividend paid to ACM Shareholders.
A copy of the notice of the EGM 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
Winterflood Investment Trusts, a division of Winterflood Securities Limited, 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 Limited or for
providing advice in relation to the contents of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
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