Notice of AGM

RNS Number : 4973K

BlueCrest AllBlue Fund Ltd

16 April 2015

 



16 April 2015

BLUECREST ALLBLUE FUND LIMITED (the "Company")

ANNOUNCEMENT OF ANNUAL GENERAL MEETING

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

Thursday 30 July 2015

_________________________________________________________________________________

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 9.30 a.m. on Thursday 30 July 2015 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	9.30 a.m. on Tuesday 28 July 2015
Annual General Meeting of the Company	9.30 a.m. on Thursday 30 July 2015

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) Steve Le Page (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

16 April 2015

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 2014. 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 2016, 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 7 (inclusive): Re-election of Directors and election of Steve Le Page

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. All directors have submitted themselves for re-election. In addition, Mr Steve Le Page was co-opted to the Board subsequent to the 2014 Notice of Meeting being circulated and so submits himself for election by the shareholders at the General Meeting.

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 8: 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, 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 15 April 2015 (being the latest date prior to publication of this notice) 43,394,255 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 2016 under section 199 of the Law, unless previously varied, revoked or renewed.

SPECIAL RESOLUTIONS

Resolution 9: 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).

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 43,000,000 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 2016 unless previously revoked.

Annual General Meeting

The Annual General Meeting of the Company is being convened for 9.30 a.m. on Thursday 30 July 2015 to be held at Frances House, Sir William Place, St. Peter Port, Guernsey GY1 4EU.

Resolutions 1 to 8 (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 9 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 9.30 a.m. on Tuesday 28 July 2015.

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 Thursday 30 July 2015 at 9.30 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 2014.

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 2016, 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.

7.         TO elect as a Director Mr Steve Le Page.

SPECIAL BUSINESS: TO BE PROPOSED AS AN ORDINARY RESOLUTION

8.         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 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 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 2016, 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

9.         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 43,000,000 ordinary shares of any class for cash.  This dis-application of such pre-emption rights shall expire on 31 December 2016 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 (Guernsey) Limited

Company Secretary

Registered Office:

PO Box 156 Frances House

Sir William Place

St. Peter Port

Guernsey

GY1 4EU

Dated: 16 April 2015

Administrative Enquiries:

JTC (Guernsey) Limited

Tel: [phone]

Notes:

1.       A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to speak and vote instead of them.  A proxy need not be a member of the Company.  Completion and return of the Form of Proxy will not preclude members from attending or voting at the AGM if they so wish.

2.       More than one proxy may be appointed provided each proxy is appointed to exercise the rights attached to different shares.

3.       It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against each resolution.

4.       A Form of Proxy is enclosed for use at the AGM.  The Form of Proxy should be completed in accordance with the instructions set out therein and sent, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, so as to reach the Company's agent, for this purpose being Anson Registrars Limited, PO Box 426, Anson House, Havilland Street, St Peter Port, Guernsey GY1 3WX not less than 48 hours before the time for holding the AGM. 

5.       All persons recorded on the register of shareholders as holding shares in the Company as at 9.30 a.m. on Tuesday 28 July 2015 or, if the AGM is adjourned, as at 48 hours before the time of any adjourned AGM, shall be entitled to attend and vote (either in person or by proxy) at the AGM and, on a poll, shall be entitled to one vote per share held.

6.       The quorum of the AGM 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.

7.       If the AGM falls to be adjourned because it is not quorate, it will be adjourned to the same time and place five business days later or to such other day and/or time and/or place as the directors of the Company may determine, whereupon those shareholders then present in person, by their representative or by proxy, shall form the quorum.  In the event of any such adjournment the Company will announce the adjournment via a regulatory information service but no notification will be sent directly to shareholders.

8.       Where there are joint registered holders of any shares such persons shall not have the right of voting individually in respect of such shares but shall elect one of their number to represent them and to vote whether in person or by proxy in their name.  In default of such election the person whose name stands first on the register of shareholders shall alone be entitled to vote. 

9.       On a poll votes may be given either personally or by proxy and a shareholder entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

10.     Any corporation which is a shareholder may by resolution of its board of directors or other governing body authorise such person as it thinks fit to act as its representative at the AGM.  Any person so authorised shall be entitled to exercise on behalf of the corporation which he represents the same powers (other than to appoint a proxy) as that corporation could exercise if it were an individual shareholder.

11.     As at 15 April 2015 (the latest practicable date prior to the printing of this notice) the Company's issued share capital consisted of ten non-redeemable ordinary shares and 428,275,263 ordinary shares of no par value, all carrying one vote each per share excluding 47,400,658 ordinary shares which are held as treasury shares.

 

END

 

 

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