AGM Statement

RNS Number : 0554G

BlueCrest AllBlue Fund Ltd

01 May 2014

 



1 May 2014

BLUECREST ALLBLUE FUND LIMITED (the "Company")

ANNOUNCEMENT OF ANNUAL GENERAL MEETING

The Directors announce that the Annual General Meeting of the Company will be held at Frances House, Sir William Place, St Peter Port, Guernsey on Wednesday 20 August 2014 at 10.00 am and the Notice of General Meeting as dispatched to shareholders is as follows:-

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Circular or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant or from an appropriately qualified and duly authorised independent adviser.

This Circular is not being sent to shareholders with registered addresses in the United States, Canada, Australia or Japan and is not an offer of securities for sale in any of these jurisdictions. Accordingly copies of this Circular or any accompanying documents are not being mailed and must not be, directly or indirectly, mailed or otherwise distributed, forwarded or transmitted into the United States, Canada, Australia or Japan and all persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise distribute, forward or transmit them in, into or from the United States, Canada, Australia or Japan.

If you have sold or otherwise transferred all of your Shares in the Company, please send this Circular and the accompanying documents at once to the purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia or Japan or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction.

_________________________________________________________________________________

BLUECREST ALLBLUE FUND LIMITED

(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registration number 44704)

Annual General Meeting

Tuesday 12 August 2014

_________________________________________________________________________________

The Proposals described in this document are conditional on Shareholder approval at an Annual General Meeting. Notice of an Annual General Meeting of the Company to be held at 10.00 a.m. on Tuesday 12 August 2014 at Frances House, Sir William Place, St. Peter Port, Guernsey GY1 4EU is set out at the end of this document.

Shareholders are requested to return the Form of Proxy accompanying this document for use at the Annual General Meeting. To be valid, a Form of Proxy for use at the Annual General Meeting must be completed and returned in accordance with the instructions printed thereon so as to be received by Anson Registrars Limited, PO Box 426, Anson House, Havilland Street, St Peter Port, Guernsey GY1 3WX, as soon as possible and in any event not later than 48 hours before the time of the Meeting.

Your attention is drawn to the section entitled "Action to be taken by shareholders" on page 5 of this Circular.

EXPECTED TIMETABLE

Latest time and date of receipt of Forms of Proxy for the Annual General Meeting of the Company	10.00 a.m. on Friday 8 August 2014
Annual General Meeting of the Company	10.00 a.m. on Tuesday 12 August 2014

BLUECREST ALLBLUE FUND LIMITED

(the "Company")

(a closed-ended investment company  incorporated with limited liability under the laws of  Guernsey with registration number 44704 and authorised by the Guernsey Financial Services Commission as an Authorised Closed-ended investment scheme)

Directors:	Registered Office:
Richard Crowder (Chairman) Paul Meader (Senior Independent Director) Jonathan Hooley (Chairman of the Audit Committee) John Le Prevost (Non-executive Director) Andrew Dodd (Non-executive Director)	PO BOX 156 Frances House Sir William Place St Peter Port Guernsey GY1 4EU

Annual general meeting

25 April 2014

Dear Shareholder,

At the Annual General Meeting there are eight resolutions which shareholders will be asked to consider and, if thought fit, approve.  Materially identical resolutions are proposed at each Annual General Meeting held by the Company and an explanation of each of these Resolutions is given below. 

ORDINARY RESOLUTIONS

Resolution 1: Annual Report and Accounts

For each financial year the Directors are required to present the Directors' report, the audited accounts and the auditors' reports to shareholders at a general meeting. Shareholders are asked to receive the annual report and accounts of the Company for the financial year ended 31 December 2013. The Law requires that the accounts and reports are laid before the General Meeting.

Resolution 2: Appointment and remuneration of the Auditors

Following the previous general meeting of the Company the appointment of the Auditor to continue until the conclusion of the next general meeting to be held in 2014, under section 199 of the Law. Ernst & Young LLP have indicated that they are willing to continue to be the Company's Auditor for the next year. You are asked to approve their re-appointment and to authorise the Directors of the Company to determine their remuneration. 

Resolutions 3 to 6 (inclusive): Re-election of Directors

The Directors have resolved that they will all retire annually and that those wishing to continue to serve will submit themselves for re-election by the shareholders at the General Meeting. With the exception of Jonathan Hooley all directors have submitted themselves for re-election.

Having considered the performance and contribution made by each of the Directors, the Board believes that each of them continues to perform effectively and with commitment to their roles and, as such, recommends their re-election. Brief biographical details of the Directors seeking re-election can be found in the Annual Financial Report.

Resolution 7: Authority to make Market Purchases

The Company has previously been granted authority to make market acquisitions of its ordinary shares to address, among other things, any imbalance in the supply of, and demand for, ordinary shares. The current authority expires at the end of the General Meeting.

This Resolution proposes to renew the authority of the Company to make market acquisitions of up to a maximum of 14.99 per cent. of each class of shares in issue as at the date of this resolution being passed.

The Directors wish to have the ability to make market purchases of the Company's shares should such be considered desirable and this authority provides the flexibility to allow them to do so in the future. The Directors will only exercise this authority when to do so would be in the best interests of the Company, and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.

In accordance with the Law, the Company may only make market purchases of its ordinary shares provided it satisfies the "solvency test" (as detailed in the Law) immediately after the shares are acquired.  A company satisfies the "solvency test" if: (i) it is able to pay its debts as they become due; and (ii) the value of its assets is greater than the value of its liabilities.  In connection with any purchase of the Company's ordinary shares, the Directors will therefore need to confirm that the solvency test will be satisfied immediately following such purchase being made.

The minimum price which may be paid for each class of ordinary share is 1 pence, 1 Euro cent or 1 US Dollar cent as the case may be. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the higher of: (i) an amount equal to 105 per cent. of the average of the middle market quotation for a Share of the relevant class on the relevant market on for the five business days immediately preceding the day on which the Shares are purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange when the purchase is carried out.

Any shares purchased under the renewed authority will either be cancelled or held in treasury. Such decision will be made by the Directors at the time of the purchases.

As at 23 April 2014 (being the latest date prior to publication of this notice) 46,070,892 ordinary Sterling shares are held by the Company in treasury.

The authority sought under this Resolution will expire at the end of the general meeting of the Company held in 2015 under section 199 of the Law, unless previously varied, revoked or renewed.

SPECIAL RESOLUTIONS

Resolution 8: Disapplication of pre-emption rights

Article 12(2) of the Articles of Incorporation requires that where ordinary shares are issued, or rights to subscribe for, or convert any securities into, ordinary shares are granted, wholly for cash, or where ordinary shares are sold out of treasury wholly for cash, either shareholder approval must be sought to make a non-pre-emptive offer or a pre-emptive offer must be made to all existing shareholders (but allowing the Directors to make such provision as they think fit in relation to fractional entitlements and/or certain overseas shareholders and/or any other matters). Your Board had proposed the resolution so as to be able to readily raise further capital for the Company by means of an issue of "C shares" if there was a sustained period of the ordinary shares of any class trading at a premium to Net Asset Value as a result of excessive investor demand. 

More importantly in the short term the resolution has previously also been used to authorise the Board to reissue out of treasury ordinary shares in order to manage any premium such shares have been trading at relative to Net Asset Value.   The Board is aware that shareholders find any additional volatility of the share price relative to the Net Asset Value very unwelcome.  That is why the Company has a history of issuing shares at a premium and repurchasing shares at a discount.

If approved, the disapplication authority will allow the Board to issue up to a maximum number of 45,000,000 ordinary shares (this being approximately 10 per cent. of the issued Ordinary Shares at the date of this document, excluding the treasury shares) of any class, whether in respect of the sale of shares held as treasury shares, the issue of newly created shares or the grant of rights to subscribe for, or convert securities into, shares which, in accordance with the Listing Rules, could only be issued at or above net asset value per share (unless offered pro rata to existing shareholders or pursuant to further authorisation by shareholders). The authority will remain valid until 31 December 2015 unless previously revoked.

Annual General Meeting

The Annual General Meeting of the Company is being convened for 10.00 a.m. on Tuesday 12 August 2014 to be held at Frances House, Sir William Place, St. Peter Port, Guernsey GY1 4EU.

Resolutions 1 to 7 (inclusive) are proposed as ordinary resolutions.  An ordinary resolution requires more than 50 per cent. of votes cast at the General Meeting relating to that resolution to be cast in favour of it for the resolution to be passed.  Resolution 8 is proposed as a special resolution.  A special resolution requires at least 75 per cent. of votes cast at the General Meeting relating to that resolution to be cast in favour of the resolution for it to be passed.

The quorum of the Annual General Meeting shall be two or more shareholders present in person or represented by proxy representing not less than 1/20^th of the shares in issue.

The notice convening the Annual General Meeting is set out below.

Recommendation

The Board considers each of the resolutions to be in the best interests of the Company and shareholders as a whole and unanimously recommends that shareholders vote in favour of the resolutions to be proposed at the Annual General Meeting.

Action to be taken by shareholders

A Form of Proxy is enclosed with this document for use at the Annual General Meeting.  If you are a shareholder, whether or not you intend to attend the Annual General Meeting, you are requested to complete the enclosed Form of Proxy in accordance with the instructions printed on it and return it to the Registrar, Anson Registrars Limited, PO Box 426, Anson House, Havilland Street, St Peter Port, Guernsey GY1 3WX so as to arrive as soon as possible and, in any event, not later than 10.00 a.m. on Friday 8 August 2014.

Yours sincerely

Richard Crowder

Chairman

BLUECREST ALLBLUE FUND LIMITED

(a closed-ended investment company incorporated with limited liability under the laws of  Guernsey with registration number 44704)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting (the "AGM") of the shareholders of BlueCrest AllBlue Fund Limited (the "Company") will be held at Frances House  Sir William Place  St Peter Port  Guernsey GY1 4EU, Channel Islands on Tuesday 12 August 2014 at 10.00 a.m. to consider and, if thought fit, pass the following resolutions.

ORDINARY RESOLUTION

Resolutions 1 to 8 will be proposed as ordinary resolutions and resolution 9 will be proposed as a special resolution.

ORDINARY BUSINESS: TO BE PROPOSED AS ORDINARY RESOLUTIONS

1.         TO receive the Annual Financial Report for the year ended 31 December 2013.

2.         TO re-appoint Ernst & Young LLP as Auditor to the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting to be held in 2015, under section 199 of The Companies (Guernsey) Law, 2008, as amended (the "Law") and to authorise the Directors to determine its remuneration.

3.         TO re-elect as a Director Mr Richard Crowder.

4.         TO re-elect as a Director Mr Paul Meader.

5.         TO re-elect as a Director Mr John Le Prevost.

6.         TO re-elect as a Director Mr Andrew Dodd.

SPECIAL BUSINESS: TO BE PROPOSED AS AN ORDINARY RESOLUTION

7.         THAT the Company be authorised, in accordance with section 315 (1) (a) of the Law, to make market purchases (within the meaning of section 316 of the Law) of ordinary shares of no par value each, whether denominated in Sterling, Euros or US Dollars ("Shares"), and to cancel such Shares or hold such Shares as treasury shares, provided that:

(i)   the maximum number of Shares hereby authorised to be purchased shall be 14.99 per cent. of each class of Shares in issue on the date on which this resolution is passed;

(ii)   the maximum price which may be paid for a Share shall be the higher of (a) an amount equal to 105 per cent. of the average of the middle market quotation for a Share of the relevant class on the relevant market for the five business days immediately preceding the day on which the Shares are purchased and (b) the higher of the price of the last independent trade and highest current bid on the London Stock Exchange when the purchase is carried out;

(iii)  the minimum price which may be paid for a Share shall be 1 pence, 1 Euro cent or 1 US Dollar cent as the case may be; and

(iv)  unless previously varied, revoked or renewed, the authority hereby
conferred shall expire at the conclusion of the general meeting of the Company to be held in 2015, under section 199 of the Law, save that the Company may, prior to such expiry, enter into a contract to purchase Shares under such authority and may make a purchase of Shares pursuant to any such contract.

SPECIAL BUSINESS: TO BE PROPOSED AS A SPECIAL RESOLUTION

8.         THAT the pre-emption rights granted to Shareholders pursuant to article 12(2) of the Articles of Incorporation of the Company (the "Articles") be dis-applied in respect of the allotment of equity securities (as defined in the Articles) relating to up to 45,000,000 ordinary shares of any class for cash.  This dis-application of such pre-emption rights shall expire on 31 December 2015 unless such resolution is previously extended, renewed or revoked by the Company's shareholders in general meeting and save that the Company may, before such expiry, enter into an agreement or commitment to allot equity securities and may, pursuant to such agreement or commitment, allot equity securities after such expiry as if this dis-application had not expired.  For the purpose of this resolution, capitalised terms shall have the same meaning as set out in the Articles.

Terms defined in the Articles shall have the same meanings as in these resolutions, save where the context otherwise requires.

By order of the Board

For and on behalf of

JTC Fund Managers (Guernsey) Limited

Company Secretary

Registered Office:

PO Box 156 Frances House

Sir William Place

St. Peter Port

Guernsey

GY1 4EU

Dated: 24 April 2014

Administrative Enquiries:                                   

JTC Fund Managers (Guernsey) Limited  

Tel: [phone]                                              

END OF ANNOUNCEMENT

E&OE - in transmission.

 

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