Notice of EGM

RNS Number : 5340B

Epicure Qatar Equity Opportunities

21 February 2011

Epicure Qatar Equity Opportunities plc

Notice of Extraordinary General Meeting

Proposed Change of Name to Qatar Investment Fund plc, changes to Articles of Association, investing policy and investment management agreement

Epicure Qatar Equity Opportunities Plc (AIM:EQEO) ("Company")has published a circular to shareholders convening an extraordinary general meeting to be held at the offices of Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB on 17 March 2011 at 11.00 a.m. (the "EGM").

In the annual report and accounts for the financial year ended 30 June 2010 the Board explained that in its view and that of its advisers and principal shareholders, a move to a premium listing on the Official List of the UK Listing Authority would benefit Shareholders and could help to narrow the discount to net asset value at which the Company's shares trade.

To prepare the Company for the proposed move to the main market of the London Stock Exchange, shareholders will be voting on:

· a change of the Company's name to "Qatar Investment Fund plc" in order to more clearly reflect the purpose of the Company.

· an amendment of the Company's Articles to incorporate pre-emption rights;

· amendments to the Company's investing policy to permit the investment manager and investment adviser greater flexibility in portfolio composition

Conditional on shareholders approval of the adoption of the new investing policy, the Company has also agreed changes to the fee arrangements with the investment manager that provide for a relative performance measure as opposed to the current absolute return fee structure. Fees payable to the investment manager generated by outperformance by the Company of its adopted benchmark will reduce from 20 per cent. to 15 per cent. The Company has also negotiated a cap on any performance fee in respect of each performance period of 1.5 per cent. of net asset value.

Further details of are set out in Appendix I and the circular.

David von Simson, Chairman, said:

"Epicure Qatar Equity Opportunities is coming of age. The move to a main market listing on the London Stock Exchange should help widen the pool of potential investors, increase liquidity and strengthen the Company's profile. The change of name will more clearly reflect our investment focus."

Copies of the circular, including the Notice of the EGM, will be available from the Company's website at www.epicure-qatarequity.com and will be posted to shareholders today.

For further information please contact

David von Simson, Chairman +44 (0) 20 7440 3500

Epicure Qatar Equity Opportunities Plc

Ian Dungate/Suzanne Jones + 44 (0) 1624 692600

Galileo Fund Services Limited

Andrew Potts/Callum Stewart +44 (0) 20 7459 3600

Panmure Gordon

William Clutterbuck/Sam Turvey +44 (0) 20 7379 5151

Maitland

Appendix I

The following is an extract from the letter from the Chairman contained in the Company's circular.

In the Company's annual report and accounts for the financial year ended 30 June 2010, I stated that, in the view of the Board, its advisers and principal shareholders, a move to a premium listing on the Official List of the UK Listing Authority would be advantageous to Shareholders and could help to narrow the discount to Net Asset Value at which the Ordinary Shares trade.

In order to prepare the Company for the proposed Migration of the Ordinary Shares and Warrants, it is necessary for the Company's Articles to be amended to incorporate pre-emption rights for Shareholders on new issues of Ordinary Shares and on the sale of Ordinary Shares from treasury. Shareholder approval will be sought at the EGM to adopt the New Articles which will incorporate such pre-emption rights.

In order to proceed with the Migration, the Company's investing policy must comply with the requirements applicable to companies listed on the Official List. Accordingly, the Board has resolved to make minor amendments to achieve such compliance and a copy of the Current Investing Policy, showing the minor amendments made by the Board, is restated in the circular.

In conjunction with the proposed changes to the Current Investing Policy, the Company has entered into a Revised Investment Management Agreement with the Investment Manager pursuant to which the fee arrangements provided for in the Current Investment Management Agreement are to be amended. Whilst shareholder approval is not required for entry into by the Company of the Revised Investment Management Agreement, the terms of the Revised Investment Management Agreement are conditional upon the proposed material changes to the Current Investing Policy being approved at the EGM. Further details on the proposed changes to the Current Investment Management Agreement are described below in the section headed ''Changes to the Current Investment Management Agreement''.

Finally, the Board has decided to propose that the Company's name should be changed in order to more clearly reflect the purpose of the Company. The proposed new name for the Company is ''Qatar Investment Fund plc''. In connection with the Change of Name, the Articles and the Memorandum will require amendment to reflect the proposed new name. The Change of Name will also require Shareholders to pass a special resolution at the EGM.

The Resolution adopting the New Articles must be passed in order to facilitate the Migration. However, the Board believes that each of the Resolutions to be proposed at the EGM is in the best interests of Shareholders whether or not the proposed Migration is concluded.

The Migration and its potential benefits

Since 31 July 2007, the Ordinary Shares and Warrants have been admitted to trading on AIM. The Board has previously announced that it is proposing to move the Company from AIM and seek a listing of its Ordinary Shares and Warrants on the Official List and admission of such Ordinary Shares and Warrants to trading on the Main Market.

The Directors consider that a move to the Official List and the Main Market could provide a number of advantages, including:

· widening the pool of prospective investors;

· attracting greater analyst coverage;

· increasing liquidity in the Ordinary Shares and Warrants;

· narrowing the discount to NAV at which the Ordinary Shares trade; and

· increasing the Company's profile and standing.

The Board is of the opinion that the proposed Migration will be in the best interests of Shareholders. In due course, and subject to the UK Listing Authority's final confirmation that the Company is eligible for listing, the Company will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of Ordinary Shares and Warrants.

Further details regarding the Migration will be set out in the Prospectus to be published by the Company pursuant to the requirements of the Prospectus Rules.

Notwithstanding, Shareholders should note that if the Resolution adopting the New Articles is not passed at the EGM, the Migration cannot take place.

The Company's Investing Policy

The Company's current investment objective is to capture the opportunities for growth offered by the expanding Qatari economy by investing in listed companies or companies soon to be listed.

In order to proceed with the Migration, the Investing Policy which the Company employs to achieve its investment objective must comply with the requirements of Chapter 15 of the Listing Rules (Closed-Ended Investment Funds: Premium Listing). Accordingly, the Board has reviewed the Company's investing policy and has resolved to make minor amendments to achieve such compliance. A copy of the Current Investing Policy, showing the minor amendments made by the Board, is restated in the circular.

Shareholder approval is not required for the minor amendments made by the Board as reflected in the Current Investing Policy. However, the Directors are proposing further material amendments to the Current Investing Policy to alter the maximum exposure limits and permit the Investment Manager and Investment Adviser greater flexibility in portfolio composition and so as to correct the current situation, where the restrictions in the Current Investing Policy can result in the Company being obligated to hold an underweight position (when compared to the weighting in the QE Index) in the largest of the Qatar Exchange-listed stocks. It is proposed that the maximum exposure limits be as follows (all of which are calculated at the time of each investment):

· No single investment position in a QE Index constituent may exceed the greater of: (i) 15 per cent. of the Net Asset Value of the Company; or (ii) 125 per cent. of the constituent company's index capitalisation divided by the index capitalisation of the QE Index; and

· No single investment position in a company which is not a QE Index constituent may exceed 15 per cent. of the Net Asset Value of the Company.

Following changes to the QE Index in May 2010, QE Index constituents are selected principally on the basis of free float market capitalisation and average daily trading volume, details of which are published by the Market Operations and Control Department of the Qatar Exchange. The constituents and weightings of the QE Index are reviewed twice yearly in March and September. Bloomberg provides more up to date calculations of the QE Index constituent weightings, and it is those percentages that the Investment Manager and Investment Adviser intend to use in relation to the maximum exposure limits for each company that is a constituent of the QE Index. The most recent calculation from Bloomberg of the percentage weighting of the constituents of the QE Index, as at 30 December 2010, resulted in Qatar National Bank representing 19.1 per cent. of the QE Index. As at 31 December 2010, Qatar National Bank represented 14.9 per cent. of the Company's Net Asset Value, an underweight position of 22.0 per cent. relative to the QE Index, as calculated by Bloomberg. The next formal review of the constituents and weightings for the QE Index, as calculated by the Market Operations and Control Department of the Qatar Exchange, is due to take place at the end of March 2011.

As set out in the Current Investing Policy, the Investment Manager and the Investment Adviser apply fundamental industry and company analysis, rather than benchmarking, to form the basis of both stock selection and portfolio construction. The Current Investing Policy provides significant flexibility by allowing the Company to hold a number of positions at a percentage holding that is greater than that of the relevant percentage of the QE Index for that company. However, the Investment Manager and the Investment Adviser believe that performance could be negatively impacted by the inability to hold positions that are at least in line with a company's constituent percentage of the QE Index.

By way of example, the proposed changes to the maximum exposure limits would allow the Company to hold a maximum position in Qatar National Bank of approximately 23.9 per cent. of Net Asset Value, based on Bloomberg's calculation of Qatar National Bank's QE Index weighting as of 30 December 2010. As of 30 December 2010, the only other company in the QE Index that had a QE Index weighting, as calculated by Bloomberg, of more than 12 per cent. was Industries Qatar which had a weighting of 12.01 per cent.

The Company has a relatively concentrated portfolio and at 31 December 2010 the top five holdings represented 61.9 per cent. of Net Asset Value. Shareholders should be aware that the proposed increase in the maximum exposure limits could further increase the concentration of the portfolio.

The Company's Current Investing Policy and the proposed New Investing Policy are set out in the circular.

Shareholder approval is required for material amendments to the Current Investing Policy pursuant to the AIM Rules. The material amendments to the Current Investing Policy are being proposed as an ordinary resolution which requires, on a show of hands, more than 50 per cent. of Shareholders voting to vote in favour in order to be passed or, on a poll, votes in favour to be cast by holders of more than 50 per cent. of the Ordinary Shares which are voted on the Resolution. If the Resolution adopting the proposed New Investing Policy is not passed, the Migration can take place but the Company's investing policy will remain as the Current Investing Policy as set out in the circular.

Change of Name

The Board proposes to change the name of the Company to more clearly reflect the purpose of the Company and to assist with enhancing the Company's profile. The proposed new name is ''Qatar Investment Fund plc''. The Change of Name will be proposed as a special resolution which requires, on a show of hands, not less than 75 per cent. of Shareholders voting to vote in favour in order to be passed or, on a poll, votes in favour to be cast by holders of not less than 75 per cent. of the Ordinary Shares which are voted on the Resolution. If the resolution is passed, the Change of Name will be effective once the Registrar of Companies of the Isle of Man has issued a new certificate of incorporation on change of name. This is expected to occur on or around 22 March 2011.

Once the Change of Name is effective:

· the AIM ticker code for the Ordinary Shares will change from EQEO to QIF; and

· the AIM ticker code for the Warrants will change from EQEW to QIFW.

Subject to the Change of Name Resolution being passed, the Articles and the Memorandum will be amended by deleting all references to ''Epicure Qatar Equity Opportunities plc'' and replacing them with ''Qatar Investment Fund plc''.

In conjunction with the change of the Company's name, the Company's website will change to www.qatar-investment-fund.com.

The New Articles

In order to apply for a premium listing on the Official List the Company must incorporate pre-emption rights equivalent to those imposed by the Listing Rules in its constitutional documents. Accordingly, the New Articles will contain a new article 5A, the text of which can be found in the circular.

The adoption of the New Articles will be proposed as a special resolution which requires, on a show of hands, not less than 75 per cent. of Shareholders voting to vote in favour in order to be passed or, on a poll, votes in favour to be cast by holders of not less than 75 per cent. of the Ordinary Shares which are voted on the Resolution. If the Resolution adopting the New Articles is not passed, the Migration cannot take place.

Copies of the New Articles are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man, IM1 1JB from 21 February 2011 to 17 March 2011.

At the Extraordinary General Meeting, and conditional upon the adoption of the New Articles, the Directors are proposing to disapply the newly adopted pre-emption rights in respect of the issue of up to 23,339,930 new Ordinary Shares (being 10 per cent. of the issued Ordinary Share capital, excluding Ordinary Shares held in treasury). This authority will expire immediately prior to the annual general meeting of the Company to be held in 2011. The disapplication of pre-emption rights will be proposed as a special resolution which requires, on a show of hands, not less than 75 per cent. of Shareholders voting to vote in favour in order to be passed or, on a poll, votes in favour to be cast by holders of not less than 75 per cent. of the Ordinary Shares which are voted on the Resolution.

Changes to the Current Investment Management Agreement

Shareholders will be aware that the Current Investment Management Agreement was entered into at the time of the Company's admission to trading on AIM in July 2007. The Current Investment Management Agreement contains a provision stating that it is subject to termination, inter alia, on 12 months' notice by either party, such notice not to be given before the third anniversary of Admission, being 31 July 2010.

Subsequent to that date, and as part of the plans for the Migration, the Board initiated discussions with the Investment Manager and the Investment Adviser on proposed changes to certain of the terms of the Current Investment Management Agreement, with a view to obtaining better value for the Company and its Shareholders.

Under the existing fee arrangements, the Investment Manager is entitled to an annual management fee of 1.25 per cent. of Net Asset Value, calculated monthly and payable quarterly in arrears. The Investment Manager is also entitled to an annual performance fee of 20 per cent. of the increase in adjusted Net Asset Value (and adding back all dividends paid) above an 8 per cent. per annum hurdle, and subject to a high watermark.

The Company entered into a Revised Investment Management Agreement with the Investment Manager on 21 February 2011 implementing new fee arrangements conditional upon the passing of Resolution 1 at the EGM. The Company has negotiated revised performance fee arrangements whereby the performance fee structure will be based upon the performance of the Company's adjusted Net Asset Value (being Net Asset Value plus dividends or distributions paid by the Company in any performance period in excess of dividends received by the Company from its investments after 1 January 2011) compared to the performance of the QE Index. The new structure is therefore a relative performance measure as opposed to the current absolute return fee structure. Performance fees earned in any period where the Company outperforms the QE Index (but where adjusted Net Asset Value performance is negative) will be accrued but withheld and paid at the end of the next period when the Company's performance exceeds that of the QE Index and the Company's adjusted Net Asset Value per Ordinary Share increases.

Underperformance compared to the QE Index in respect of previous performance periods must be recovered prior to a performance fee being paid. In addition, if performance fees have been accrued but withheld prior to a performance period during which there has been underperformance compared to the QE Index, the accrued performance fees shall be reduced by aggregating the performance period(s) in respect of which the performance fees have been accrued but withheld and the current performance period of underperformance compared to the QE Index. The performance fee due to the Investment Manager is then calculated in respect of such aggregated performance period.

In addition, the Company has negotiated a reduction in the participation of the Investment Manager in outperformance by the Company of its adopted benchmark from 20 per cent. to 15 per cent. The Company has also negotiated a cap on any performance fee to the Investment Manager in respect of each performance period of 1.5 per cent. of Net Asset Value. The Directors believe that the combined effect of these changes should be to reduce significantly performance fee payments made to the Investment Manager if the QE Index in future years has similar return characteristics to that it has had historically. In addition, these changes should align the interests of the Investment Manager with Shareholders whilst ensuring that outperformance relative to the QE Index is rewarded rather than performance fees being paid for participation in a rising market, such as that which occurred in 2008. In addition, as part of the changes to the Current Investment Management Agreement, the existing high water mark provisions will be removed.

The Company has agreed with the Investment Manager that the annual management fee will remain at 1.25 per cent. of the Net Asset Value of the Company.

Further details of the proposed new performance fee arrangements are set out in the circular.

The Revised Investment Management Agreement is conditional upon Resolution 1 being passed at the EGM. Although Shareholder approval is not required, and is not being sought, in respect of the entry into by the Company of the Revised Investment Management Agreement, if Resolution 1 is not passed at the EGM, the Current Investment Management Agreement will remain in place and its terms will continue to govern the relationship between the Company and the Investment Manager. If Resolution 1 is approved at the EGM, the new fee arrangements and the Revised Investment Management Agreement will become effective. The first performance period will commence on the date that Resolution 1 is passed and end at the end of the financial year. The terms of the Current Investment Management Agreement are summarised at Appendix II.

The Investment Manager is considered a related party for the purposes of Rule 13 of the AIM Rules. As a result, the proposed amendments to the Current Investment Management Agreement to be effected by the Company entering into the Revised Investment Management Agreement are deemed to be a related party transaction.

The Independent Directors consider, having consulted with the Nominated Adviser, that the terms of the proposed amendments to the Current Investment Management Agreement to be effected by the Company entering into the Revised Investment Management Agreement are fair and reasonable insofar as the Shareholders are concerned.

Appendix II

A. CURRENT INVESTING POLICY

Investment objective

The Company applies a top-down screening process to identify those sectors which should most benefit from sectoral growth trends. Fundamental industry and company analysis, rather than benchmarking, forms the basis of both stock selection and portfolio construction.

Assets or companies in which the Company can invest

The Company has been established to invest primarily in quoted Qatari equities. The Company invests in listed companies on the Qatar Exchange in addition to companies soon to be listed. The Company may also invest in listed companies, or pre-IPO companies, in other GCC countries.

Whether investments will be active or passive investments

In the ordinary course, the Company is not an activist investor, although the Investment Adviser will seek to engage with investee company management where appropriate.

Holding period for investments

In the normal course of events, the Company expects to be fully invested, although the Company may, however, hold cash reserves pending new IPOs or when it is deemed financially prudent. Although the Company is a long term financial investor, it will actively manage its portfolio.

Spread of investments and maximum exposure limits

The Company will invest in a portfolio of investee companies. The following investment restrictions are in place to ensure a spread of investments and that there are maximum exposure limits in place (all of which are calculated at the time of investment):

· No single investment position may exceed 15 per cent. of the Net Asset Value of the Company;

· No holding may exceed 5 per cent. of the outstanding shares in any one company; and

· The Company may hold up to a maximum of 15 per cent. of its Net Asset Value outside Qatar, within the GCC region.

Policy in relation to gearing

Borrowings will in any event be limited, as at the date on which the borrowings are incurred, to 5 per cent. of Net Asset Value. The Company will not make use of any hedging mechanisms or derivative instruments.

Policy in relation to cross-holdings

Cross-holdings in other listed or unlisted closed-ended investment funds that invest in Qatar or other countries in the GCC region will be limited to 10 per cent. of Net Asset Value at any time (calculated at the time of investment).

Investing restrictions

The investing restrictions for the Company are as follows:

(i) Foreign ownership restrictions

Investments in most Qatar Exchange listed companies by persons other than Qatari citizens have an ownership restriction wherein the law precludes persons other than Qatari citizens from acquiring more than 25 per cent. of a company's issued share capital. It is possible that the Company may have problems acquiring stock if the foreign ownership interest in one or more stocks reaches the allocable limit. This may adversely impact the ability of the Company to invest in the local Qatari market.

(ii) Investment guidelines

The Company has established certain investment guidelines. These are as follows (all of which calculated at the time of investment):

· No single investment position will exceed 15 per cent. of the Net Asset Value of the Company;

· No holding will exceed 5 per cent. of the outstanding shares in any one company; and

· The company may hold up to a maximum of 15 per cent. of its Net Asset Value outside Qatar, within the GCC region

(iii) Conflicts management

The Investment Manager, the Investment Adviser, their officers and other personnel are involved in other financial, investment or professional activities, which may on occasion give rise to conflicts of interest with the Company. The Investment Manager will have regard to its obligations under the Current Investment Management Agreement to act in the best interests of the Company, and the Investment Adviser will have regard to its obligations under the Investment Adviser Agreement to act in the best interests of the Company, so far as is practicable having regard to their obligations to other clients, where potential conflicts of interest arise. The Investment Manager and the Investment Adviser will use all reasonable efforts to ensure that the Company has the opportunity to participate in potential investments each identifies that fall within the investment objective and strategies of the Company. Other than these restrictions set out above, and the requirement to invest in accordance with its investing policy, there are no other investing restrictions.

Returns and distribution policy

The Company's objective is to achieve capital growth. However, the Company has instituted an annual dividend policy. The quantum of the dividend is calculated based on a proportion of the dividends received during the year, net of the Company's attributable costs. Any undistributed income will be set aside in a revenue reserve in order to facilitate the Company's policy of future progressive dividend payments. This policy will be subject to the absence of exceptional market events.

Life of the Company

The Company currently does not have a fixed life but the Board considers it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, at the annual general meeting of the Company in 2012 it is intended that an ordinary resolution will be proposed that the Company ceases to continue as presently constituted. If the resolution is not passed, a similar resolution will be proposed at every third annual general meeting thereafter. If the resolution is passed, the Directors will be required to formulate proposals to be put to Shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up.

B. NEW INVESTING POLICY

Investment objective

The Company's investment objective is to capture, principally through the medium of the Qatar Exchange (formerly the Doha Securities Market), the opportunities for growth offered by the expanding Qatari economy by investing in listed companies or companies soon to be listed. The Company may also invest in listed companies, or pre-IPO companies, in other GCC countries. The Company applies a top-down screening process to identify those sectors which should most benefit from sectoral growth trends. Fundamental industry and company analysis, rather than benchmarking, forms the basis of both stock selection and portfolio construction. Assets or companies in which the Company can invest

In the ordinary course, the Company is not an activist investor, although the Investment Adviser will seek to engage with investee company management where appropriate.

Holding period for investments

In the normal course of events, the Company expects to be fully-invested, although the Company may, however, hold cash reserves pending new IPOs or when it is deemed financially prudent. Although the Company is a long term financial investor, it will actively manage its portfolio.

Spread of investments and maximum exposure limits

· No single investment position in a QE Index constituent may exceed the greater of (i) 15 per cent. of the Net Asset Value of the Company; or (ii) 125 per cent. of the constituent company's index capitalisation divided by the index capitalisation of the QE Index, as calculated by Bloomberg (or such other source as the Directors and Investment Manager may agree);

· No single investment position in a company which is not a QE Index constituent may exceed 15 per cent. of the Net Asset Value of the Company;

· No holding may exceed 5 per cent. of the outstanding shares in any one company; and

· The Company may hold up to a maximum of 15 per cent. of its Net Asset Value outside Qatar, within the GCC region.

Policy in relation to gearing

Borrowings will be limited, as at the date on which the borrowings are incurred, to 5 per cent. of Net Asset Value. The Company will not make use of any hedging mechanisms or derivative instruments. Policy in relation to cross-holdings Cross-holdings in other listed or unlisted closed-ended investment funds that invest in Qatar or other countries in the GCC region will be limited to 10 per cent. of Net Asset Value at any time (calculated at the time of investment).

Investing restrictions

The investing restrictions for the Company are as follows:

(i) Foreign ownership restrictions

(ii) Investment Guidelines

The Company has established certain investment guidelines. These are as follows (all of which calculated at the time of investment):

· No single investment in a QE Index constituent may exceed the greater of (i) 15 per cent. of the Net Asset Value of the Company; or (ii) 125 per cent. of the constituent company's index capitalisation divided by the index capitalisation of the QE Index, as calculated by Bloomberg (or such other source as the Directors and Investment Manager may agree);

· No single investment position in a company which is not a QE Index constituent may exceed 15 per cent. of the Net Asset Value of the Company;

· No holding may exceed 5 per cent. of the outstanding shares in any one company; and

· The Company may hold up to a maximum of 15 per cent. of its Net Asset Value outside Qatar, within the GCC region.

(iii) Conflicts management

The Investment Manager, the Investment Adviser, their officers and other personnel are involved in other financial, investment or professional activities, which may on occasion give rise to conflicts of interest with the Company. The Investment Manager will have regard to its obligations under the Revised Investment Management Agreement to act in the best interests of the Company, and the Investment Adviser will have regard to its obligations under the Investment Adviser Agreement to act in the best interests of the Company, so far as is practicable having regard to their obligations to other clients, where potential conflicts of interest arise. The Investment Manager and the Investment Adviser will use all reasonable efforts to ensure that the Company has the opportunity to participate in potential investments each identifies that fall within the investment objective and strategies of the Company. Other than these restrictions set out above, and the requirement to invest in accordance with its investing policy, there are no other investing restrictions.

Returns and distribution policy

Life of the Company

Appendix III

Key Terms of the Current Investment Management Agreement, the Revised Investment Management Agreement and the Investment Advisory Agreement

In this Appendix III, the following definitions shall apply unless the context otherwise requires:

''Existing Adjusted Net Asset Value per Ordinary Share''

as at a particular time, the sum of A and B where:

(i) A is the Net Asset Value per Ordinary Share at that time calculated on a basis that does not recognise any liability of the Company to the Investment Manager in respect of any performance fee that is, or may become, payable; and

(ii) B is the sum of all dividends paid or distributions made by the Company at any time after 31 July 2007 divided by the number of Ordinary Shares in issue at the time of each dividend or distribution;

''Existing Hurdle Rate''

eight per cent. per annum, or an increased or reduced pro rata percentage for any Existing Performance Period that represents more or less than a complete year;

''Existing Performance Period''

each period in respect of which the Company produces audited accounts and, if different, the final period for which the Current Investment Management Agreement subsists or any shorter period where there has been an issue of Ordinary Shares which exceeds 10 per cent. of the then existing share capital of the Company, subject always to the discretion of the Board;

''Existing Target Net Asset Value per Ordinary Share''

the Net Asset Value per Ordinary Share, adjusted for any prior year performance fees paid, at the start of the relevant Existing Performance Period as increased by the Existing Hurdle Rate;

''High Water Mark''

the higher of (i) US$1.00 and (ii) the Net Asset Value per Ordinary Share, after the deduction of the relevant performance fee, as at the end of the latest Existing Performance Period in respect of which the Investment Manager was awarded a performance fee;

''Opening NAV''

the Net Asset Value per Ordinary Share, after the deduction of the relevant performance fee, as at the end of the previous Proposed Performance Period (and, in the case of the first Proposed Performance Period, the Net Asset Value per Ordinary Share as at the date of the passing of the Resolution);

''Outperformance Period''

any Proposed Performance Period in which the Proposed Adjusted Net Asset Value per Ordinary Share at the end of the relevant Proposed Performance Period exceeds the Proposed Target Net Asset Value per Ordinary Share;

''Proposed Adjusted Net Asset Value per Ordinary Share''

as at a particular time, the sum of A and B where:

(ii) B is the sum of all dividends paid or distributions made by the Company in any Proposed Performance Period in excess of the aggregate dividend payments received by the Company from its investments since 1 January 2011 divided by the number of Ordinary Shares in issue at the time of each dividend or distribution;

''Proposed Hurdle Rate''

the percentage change in the QE Index over the relevant Proposed Performance Period;

''Proposed Performance Period''

each period in respect of which the Company produces audited accounts and, if different, the final period for which the Revised Investment Management Agreement subsists or any shorter period where there has been an issue of Ordinary Shares which exceeds 10 per cent. of the then existing share capital of the Company, subject always to the discretion of the Board. The first Proposed Performance Period shall commence on date of the passing of the Resolution;

''Proposed Target Net Asset Value per Ordinary Share''

the Opening NAV as increased by the Proposed Hurdle Rate;

''Resolution''

Resolution 1 to be proposed at the Extraordinary General Meeting convened for 17 March 2011 amending the Current Investing Policy;

''Shortfall Return''

the amount by which the Proposed Target Net Asset Value per Ordinary Share exceeds the Proposed Adjusted Net Asset Value per Ordinary Share in respect of a Proposed Performance Period; and

''Underperformance Period''

any Proposed Performance Period in which the Proposed Target Net Asset Value per Ordinary Share exceeds the Proposed Adjusted Net Asset Value per Ordinary Share.

Summary of the Current Investment Management Agreement

The Current Investment Management Agreement was entered into on 25 July 2007 between the Company and the Investment Manager. Pursuant to the Investment Management Agreement, the Investment Manager agreed to provide investment management services to the Company in relation to the portfolio of assets held by it from time to time.

In consideration for its services thereunder, the Investment Manager is currently paid an annual management fee of 1.25 per cent. of the Net Asset Value of the Company, calculated monthly and payable quarterly in arrears.

The Investment Manager is also currently entitled to a performance fee at the end of each Existing Performance Period in the event that (i) the year end Existing Adjusted Net Asset Value per Ordinary Share is greater than the High Water Mark and (ii) the year end Existing Adjusted Net Asset Value per Ordinary Share exceeds the Existing Target Net Asset Value per Ordinary Share.

In the event of a liquidation of the Company, the calculation of the performance fee (if any) will be based on the Company's Existing Adjusted Net Asset Value per Ordinary Share on the final day of trading of the Ordinary Shares on AIM.

The current performance fee amounts to 20 per cent. of the increase in the year end Existing Adjusted Net Asset Value per Ordinary Share above the Existing Target Net Asset Value per

Ordinary Share multiplied by the time weighted average number of Ordinary Shares in issue during the relevant Existing Performance Period.

The Investment Manager is not entitled to such part of any performance fee to which it would otherwise be entitled under the Current Investment Management Agreement if payment of such part in the Existing Performance Period would have caused the performance test or the High Water Mark not to be met.

The Investment Manager is responsible for the payment of all fees to the Investment Adviser.

The Current Investment Management Agreement is subject to termination, inter alia, on 12 months' notice by either party. The Current Investment Management Agreement contains an indemnity in favour of the Investment Manager from the Company for losses it may suffer in connection with its performance of duties under the Current Investment Management Agreement.

The Current Investment Management Agreement is governed by English law.

Summary of the Revised Investment Management Agreement

The Company and the Investment Manager have entered into a Revised Investment Management Agreement which is conditional on Resolution 1 (change to investing policy) being passed at the EGM. The terms of the Revised Investment Management Agreement are the same as those of the Current Investment Management Agreement save as provided in this paragraph 2.

Under the terms of the Revised Investment Management Agreement, the Investment Manager will be paid an annual management fee at the same level as under the Current Investment Management Agreement, of 1.25 per cent. of the Net Asset Value of the Company, calculated monthly and payable quarterly in arrears.

The existing performance fee structure will be replaced with a performance fee based upon the relative performance of the Company against the performance of the QE Index.

The performance fee will be payable by reference to the increase in Proposed Adjusted Net Asset Value per Ordinary Share in excess of the Proposed Target Net Asset Value per Ordinary Share over the course of a Proposed Performance Period. The Net Asset Value per Ordinary Share on the date of the passing of the Resolution will be set as the initial reference point.

The Investment Manager will become entitled to a performance fee in respect of a Proposed Performance Period only if the Proposed Adjusted Net Asset Value per Ordinary Share at the end of the relevant Proposed Performance Period exceeds the Proposed Target Net Asset Value per Ordinary Share.

If the performance test is met, the performance fee will be an amount equal to 15 per cent. of the amount by which the Proposed Adjusted Net Asset Value per Ordinary Share at the end of the relevant Proposed Performance Period exceeds the Proposed Target Net Asset Value per Ordinary Share multiplied by the time weighted average of the number of Ordinary Shares in issue in the Proposed Performance Period together, if applicable, with an amount equal to the VAT thereon.

In any Outperformance Period which follows any one or more Underperformance Periods, the performance fee payable shall be calculated by multiplying X minus Y by 15 per cent. (where X is the increase in the Proposed Adjusted Net Asset Value per Ordinary Share at the end of the relevant Outperformance Period above the Proposed Target Net Asset Value per Ordinary Share for that Proposed Performance Period and Y is the aggregate of the Shortfall Returns for the previous Underperformance Periods) and multiplied by the time weighted average of the number of Ordinary Shares in issue in the Proposed Performance Period (and, if X minus Y is a negative figure, no performance fee shall be payable).

If the Proposed Adjusted Net Asset Value per Ordinary Share at the end of the relevant Proposed Performance Period is higher than the Proposed Target Net Asset Value per Ordinary Share but is less than the Opening NAV, any accrued performance fee will be withheld and shall not be payable and will only become payable in the event that the Proposed Target Net Asset Value per Ordinary Share and the Opening NAV is exceeded in respect of a subsequent Proposed Performance Period. For the avoidance of doubt, in the event that the Proposed Target Net Asset Value per Ordinary Share and the Opening NAV is exceeded in respect of a subsequent Proposed Performance Period, all accrued but unpaid performance fee(s) in respect of previous Proposed Performance Periods will become due and payable.

If there has been a Shortfall Return in respect of a Proposed Performance Period and performance fees have been accrued but withheld in respect of one or more prior Proposed Performance Periods, the accrued but withheld performance fees will be reduced by treating the prior Proposed Performance Period(s) and the current Proposed Performance Period as one Proposed Performance Period and calculating any performance fee due over that aggregated period. For the avoidance of doubt, in the event that the Proposed Target Net Asset Value per Ordinary Share and the Opening NAV is exceeded in respect of a subsequent Proposed Performance Period, all accrued but unpaid performance fee(s) in respect of previous Proposed Performance Periods will become due and payable.

The Investment Manager will not be entitled to such part of any performance fee to which it would otherwise be entitled if:

(i) payment of such part of any performance fee would cause the aggregate performance fee in respect of a Proposed Performance Period, excluding any accrued but unpaid performance fee in respect of previous Proposed Performance Periods, to exceed 1.5 per cent. of the Net Asset Value of the Company at the end of the relevant Proposed Performance Period (or, in the case of the any Proposed Performance Period of less than a year, 1.5 per cent. multiplied by the number of days in that Proposed Performance Period divided by 365); or

(ii) payment of such part within the Proposed Performance Period would have caused the performance test or Opening NAV not to be met.

Summary of the Investment Advisory Agreement

The Investment Adviser Agreement was entered into on 25 July 2007 between the Company, the Investment Manager and the Investment Adviser. Pursuant to the Investment Adviser Agreement, the Investment Adviser agreed to provide the Company and the Investment Manager with investment management and advisory services delegated to it by the Investment Manager pursuant to the agreement.

The Investment Adviser Agreement is subject to termination, inter alia, on 12 months' notice by either party. The Investment Adviser Agreement may be terminated by the Company or the Investment Manager on shorter notice in certain circumstances.

The Investment Adviser Agreement may also be terminated by the Investment Adviser if the Investment Manager of the Company goes into liquidation, administration or receivership or has committed a material or continuing breach of the agreement.

The Investment Adviser has the benefit of any indemnity from the Company under the terms of the Investment Adviser Agreement in relation to liabilities incurred by the Investment Adviser in the discharge of its duties other than those arising by reason of any fraud, wilful default or negligence on the part of the Investment Adviser or any member of its group or any breach of the Investment Advisory Agreement by any member of its group.

The Investment Manager shall be responsible for the payment of the fees of the Investment Adviser. The Investment Adviser will receive 50 per cent. of the management fee (less the operating expenses of the Investment Manager) and 50 per cent. of the performance fee receivable by the Investment Manager under the terms of the Current Investment Management Agreement referred to in paragraph 1 above or the Revised Investment Management Agreement referred to in paragraph 2 above, as the case may be. The Investment Adviser will continue to receive the same proportion of the management fee and the performance fee following the changes to the Current Investment Management Agreement.

Appendix IV

DISCLOSURES IN ACCORDANCE WITH THE AIM RULES

The following disclosures are being made in accordance with the Note for Investing Companies of the AIM Rules.

Expertise of the Directors in respect of the New Investing Policy

All of the Directors are non-executive and are responsible for the determination of the investing policy of the Company and the overall supervision of its activities. The Directors have experience in securities investment and international fund administration. In particular, apart from Neil Benedict, the Directors have served as directors of the Company since its launch and, since that time, have been responsible for the investment of the Company's assets in Qatari securities in accordance with the Company's investing policy. The CVs of the Directors are as follows:

David von Simson (Non-Executive Chairman)

David von Simson is a co-founder of Europa Partners Limited, a London-based investment bank, and was formerly a managing director of Warburg Dillon Read (now UBS). He was successively chief executive, then chairman, of SBC Warburg France, which was a leading foreign-owned investment banking, stock broking and fund-management group in France.

Before joining Warburg Dillon Read in 1995 (when Swiss Bank Corporation acquired S.G. Warburg), he was co-head of corporate finance at Swiss Bank Corporation in London. Prior to joining Swiss Bank Corporation in 1985, he was an executive director of Hill Samuel & Co. Limited. He has also served as a non-executive director of companies, including Gardner Merchant Services Group plc, a leading food services provider in the UK. He was founding chairman of InTechnology plc, which was admitted to trading on AIM in 2000. He also serves as non-executive chairman of the AIM quoted PME African Infrastructure Opportunities plc and of Epicure Berlin Property Company Limited, an unquoted company.

David has an honours degree in Law from Oxford University.

Paul Martin Macdonald (Non-Executive Director)

Paul Macdonald qualified as a chartered accountant in 1979. He worked for Pilkington plc for sixteen years, the last seven of these in Germany. In Germany he was managing director for Pilkington Deutschland GmbH (holding company) and managing director of both Flachglas AG (glass manufacturer) and Dahlbusch AG (property and holding company). For the last eleven years Paul has been active in the private equity market and has been successful in developing a number of companies covering a number of industries including Sirona Beteiligungs GmbH (Germany), a leveraged buy-out from Siemens. He is currently the Geschaftfuhrer for Helvetica Deutschland GmbH and director of Helvetica Services GmbH, Dovetel (T) Limited and TMP Uganda Limited. Paul is a non-executive director of PME African Infrastructure Opportunities plc.

Leonard Joseph O'Brien (Non-Executive Director)

Leonard O'Brien is Managing Director of the Salamander Fiduciary Services Group, which consists of Salamander Associates Limited and its three wholly owned subsidiaries. Len has had many years of experience in the fiduciary services industry including the Silex Trust Group, the Stonehage Financial Services Group and Barclays Bank. During this time he has served on the Boards of trust companies in the British Virgin Islands, Jersey and Cayman Islands and has acted as a Membre de Direction of Barclays Bank (Suisse) SA, Geneva. Len qualified as a chartered accountant with KPMG in 1996.

Nicholas Vernon Wilson (Non-Executive Director)

Nick Wilson has over thirty years' experience in hedge funds, derivatives and global asset management. He has established and run offshore branch operations for MeesPierson Derivatives Limited, ADM Investor Services International Limited and several other London based brokerage companies. He is non executive chairman of Alternative Investment Strategies Limited, the longest running London quoted fund of hedge funds and a constituent of the FTSE All Share Index. In addition, he sits on the boards of a number of other public companies, including RAB Special Situations Company Limited. He is resident in the Isle of Man.

Neil Paton Benedict (Non-Executive Director)

Neil Benedict is based in the USA with over thirty years' experience of financial markets. He was formerly a Managing Director at Salomon Brothers, where he was Head of International Capital Markets, and, prior to that, the founder and head of the worldwide Currency Swaps group. Neil was also a Managing Director at Dillon Read and helped establish their Tokyo office. He is currently a Managing Director of Intelligent Edge Advisors, a New York advisory firm. Neil is a fellow member of the Institute of Chartered Accountants in England and Wales.

Experience of the Investment Manager and its expertise in respect of the New Investing Policy

Epicure Managers Qatar Limited is a British Virgin Islands company, and is a wholly owned subsidiary of Unicos Partners LLP (''Unicos''), incorporated in Singapore. Unicos is the holding company of the Helvetica group of companies, which focuses on asset and wealth management services. Paul Macdonald is currently chief executive officer of Helvetica Deutschland GmbH, a real estate management company, which is owned by Unicos.

The Investment Manager has entered into the Revised Investment Management Agreement pursuant to which it will be responsible for the management of the Company's assets and, in particular, for retaining the services of the Investment Adviser (to whom it has delegated the day to day management of the Company's assets) and for overseeing the activities of the Investment Adviser.

The directors of the Investment Manager have changed from Silex Management Limited to Leonard O'Brien and Oliver Hemmer. Leonard O'Brien is a Director of the Company. Oliver Hemmer has worked for over 15 years in the financial services industry. From 1996 to 2000, Oliver worked with Principal Vermogensverwaltungs AG (part of Fritz Kaiser Group) in Vaduz. From 2000 to 2003 he worked with Maiestas Asset Management AG, Schaan as a Portfolio Manager (Analyst European Equity Market). From 2004 to 2005, Oliver worked with Factum AG as a portfolio manager. Since 2005, Oliver has been a director of CMC Corporate Management Consulting AG, based in Schaan, Liechtenstein. Oliver holds a Masters of Science in Business Administration (Finance) from the University of Wales.

The Investment Manager was appointed as investment manager of the Company's assets upon the launch of the Company and, since that time, the Investment Manager has had responsibility for the management of the Company's assets in GCC securities in accordance with the Company's investing policy and for retaining the services of the Investment Adviser.

The Investment Manager is not regulated.

The key terms of the Current Investment Management Agreement and proposed revisions thereto are set out in Appendix IV of the circular.

Experience of the Investment Adviser and its expertise in respect of the New Investing Policy

Qatar Insurance Company S.A.Q., which was established in 1964, is one of the oldest property and casualty insurers in the region. The Investment Adviser was the first domestic insurance company in Qatar and enjoys a dominant market share. It has an ''A'' rating from Standard & Poor's and operates in several countries across the GCC region. It is listed on the Qatar Exchange with a market capitalisation of QR6.5 billion (US$1.8 billion), and the Government of Qatar retains a 12 per cent. shareholding in the company as of 31 December 2010.

The Investment Adviser's investment department manages the investment and treasury function for the Investment Adviser and has 24 years' experience. The department directly manages an investment portfolio (including cash) of US$1,305 million out of which a total of US$421 million is invested in the local Qatari equity markets.

The Investment Adviser was appointed as investment adviser to the Investment Manager and the Company upon the launch of the Company in relation to the investment of the Company's assets and, since that time, the Investment Manager has delegated responsibility to the Investment Adviser for the investment of the Company's assets in GCC securities in accordance with the Company's investing policy from time to time.

Qatar Insurance Company S.A.Q. is regulated by the Ministry of Economy and Commerce in Qatar.

The key terms of the Investment Advisory Agreement are set out in Appendix IV of the circular.

The key individuals employed by QIC are:

Sunil Talwar (Deputy CEO and CFO)

Mr. Talwar joined QIC in 1986 and, during his tenure, QIC has grown into one of the largest and most highly rated insurers in Asia, Africa and the Middle East. He is responsible for the complete financial management of QIC and is part of the executive management committee and the investment committee of the Company. Mr. Talwar qualified as a Chartered Accountant in 1976 and is a member of the Institute of Chartered Accountants of India.

Sandeep Nanda (Executive Vice President, Investments and Treasury of QIC)

Mr. Nanda has over 20 years' experience in financial services including extensive experience across the spectrum of financial services, including portfolio and treasury management. Mr. Nanda joined QIC in 2003 to head the investment and treasury function and during his tenure the investment assets have grown three fold to over US$1 billion. He is responsible for the day to day management of the department. Prior to joining QIC, Mr. Nanda was with TAIB Bank EC, a leading global investment bank based in Bahrain, prior to which he was with Deloitte as a Chartered Accountant. Mr. Nanda qualified as a Chartered Accountant in 1992 and is a member of the Institute of Chartered Accountants in India and also holds a Bachelors Degree in Commerce (Hon's) from the University of Delhi. Mr. Nanda has over 12 years' experience of working in the Middle Eastern Markets and has a wide ranging knowledge of local Qatari equity markets as well as GCC region stock markets.

Jubin Jose (Research Analyst)

Mr. Jose joined Qatar Insurance Company in 2007 and has 6 years of investment experience. Prior to QIC, Jubin worked with leading research firms in India focusing on extensive company and industry research. At his current role at QIC he is responsible for the day to day activities of the Company's portfolio. He holds a post-graduate qualification in Economics, an MBA in Finance from Indian Institute of Finance and holds a bachelors degree in economics.

Company's policy on regular updates

The Company's accounting periods end on 30 June in each year. The audited annual accounts are sent to Shareholders within six months of the year end to which they relate and laid before the Company in general meeting shortly thereafter. Unaudited half-yearly reports, made up to 31

December, are announced within three months thereof.

The Company has asked, and will continue to ask, the Investment Adviser to issue quarterly updates in relation to the Company's business and its main investments.

The Company publishes its Net Asset Value on a weekly basis on a regulatory information service approved by the FSA.

DEFINITIONS

''Admission''

the admission of the Ordinary Shares and the Warrants to the Official List and to trading on the Main Market;

''AIM''

the AIM market operated by the London Stock Exchange;

''AIM Rules''

the AIM Rules for Companies;

''Articles''

the articles of association of the Company dated 25 June 2007;

''Change of Name''

the proposed change of the Company's name to Qatar Investment Fund plc;

''Company''

Epicure Qatar Equity Opportunities plc, a closed-ended investment company (following the Change of Name, to be renamed Qatar Investment Fund plc);

''Current Investing Policy''

the Company's current investing policy as restated at Appendix II;

''Current Investment Management Agreement''

the investment management agreement dated 25 July 2007 between the Company and the Investment Manager;

''Directors'' or ''Board''

the directors of the Company;

''Extraordinary General Meeting'' or ''EGM''

the extraordinary general meeting of the Company convened for 11.00 a.m. on 17 March 2011 (or any adjournment thereof), notice of which is set out in the circular;

''Form of Proxy''

the form of proxy accompanying the circular for use by Shareholders in connection with the Extraordinary General Meeting;

''FSA''

the Financial Services Authority of the UK;

''FSMA''

the Financial Services and Markets Act 2000, as amended from time to time;

''GCC''

countries of the Cooperation Council for the Arab States of the Gulf, which include Kuwait, Qatar, Oman, the Kingdom of Saudi Arabia, the Kingdom of Bahrain and the United Arab Emirates;

''Independent Directors''

the Directors other than Paul Macdonald and Leonard O'Brien;

''Investing Policy''

the Company's investing policy from time to time;

''Investment Adviser''

Qatar Insurance Company S.A.Q.;

''Investment Advisory Agreement''

the investment advisory agreement dated 25 July 2007 between the Company and the Investment Adviser;

''Investment Manager''

Epicure Managers Qatar Limited;

''IPO''

initial public offering;

''Listing Rules''

the listing rules made by the FSA under Part VI of the FSMA, as amended from time to time;

''London Stock Exchange''

London Stock Exchange plc;

''Main Market''

the London Stock Exchange's Main Market for listed securities;

''Memorandum''

the memorandum of association of the Company dated 25 June 2007;

''Migration''

the proposed cancellation of the admission of the Ordinary Shares and Warrants to trading on AIM and application for Admission;

''Net Asset Value'' or ''NAV''

the value of the assets of the Company less its liabilities, calculated in accordance with the accounting principles adopted by the Company from time to time;

''Net Asset Value per Ordinary Share''

the Net Asset Value divided by the number of Ordinary Shares in issue at that time (excluding, for the avoidance of doubt, Ordinary Shares held in treasury);

''New Articles''

the articles of association of the Company as proposed to be adopted at the EGM;

''New Investing Policy''

the new investing policy as set out in Appendix II and as proposed to be adopted at the EGM;

''Nominated Adviser''

Panmure Gordon (UK) Limited;

''Official List''

the Official List of the FSA pursuant to Part VI of the FSMA;

''Ordinary Shares''

the ordinary shares of US$0.01 each in the capital of the Company;

''Proposals''

the proposed amendments to the Current Investing Policy, adoption of the New Articles and Change of Name;

''Prospectus''

the prospectus relating to the Company and the Migration to be prepared in accordance with the Prospectus Rules;

''Prospectus Rules''

the prospectus rules made under section 73A of FSMA;

''QE Index''

the Qatar Exchange index, as published by the Qatar Exchange from time to time;

''Resolutions''

the resolutions set out in the notice of EGM at the end of the circular;

''Revised Investment Management Agreement''

the revised investment management agreement dated 21 February 2011 between the Company and the Investment Manager, the terms of which are conditional upon the passing of Resolution 1 at the EGM;

''Shareholders''

the holders of Ordinary Shares;

''UK''

the United Kingdom of Great Britain and Northern Ireland;

''UKLA'' or ''UK Listing Authority''

the FSA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA and in the exercise of its functions in respect of admission to the Official List;

''Warrants''

the warrants to subscribe for Ordinary Shares;

''Warrantholders''

the holders of Warrants in the Company; and

''US$''

the lawful currency of the US.

This information is provided by RNS

The company news service from the London Stock Exchange

END

NOESFFFAAFFSEEE