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Tenax Italian Cdt Fd (IRSH)

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Wednesday 09 January, 2019

Tenax Italian Cdt Fd

Notice of EGM

RNS Number : 6263M
Tenax Italian Credit Fund plc
09 January 2019
 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD SEEK ADVICE FROM YOUR INDEPENDENT LEGAL, FINANCIAL OR PROFESSIONAL ADVISER IMMEDIATELY.  IF YOU HAVE SOLD OR TRANSFERRED YOUR SHARES IN TENAX ITALIAN CREDIT FUND PLC PLEASE PROVIDE THIS DOCUMENT AND THE DOCUMENTS ACCOMPANYING IT AT ONCE TO THE PURCHASER OR THE TRANSFEREE AS SOON AS POSSIBLE.

 

 

 

TENAX ITALIAN CREDIT FUND PLC

(THE "COMPANY")

 

 

 

Notice OF AN Extraordinary General Meeting of SHAREHOLDERS of the company, to be held on 31ST january, 2019, IS attached at the end of this document.

 

If you are a registered holder of shares in The company, a form of proxy for use in connection with THE meeting is enclosed with this document. You are requested to complete thIS proxy in accordance with the instructions printed on the form and to forward it to the FAX NUMBER OR EMAIL ADDRESS AND MAILING address shown on the form as soon as possible and in any event so as to arrive not later than 11:00 A.M. irish time on 29th january, 2019.

 

If your shares are registered in the name of a nominee you should instruct your nominee as to how you wish to vote immediately to allow your nominee to vote IN TIME.

 

Unless otherwise defined herein, all capitalised terms used herein shall bear the same meaning as capitalised terms used in the prospectus for the Company (the "Prospectus").  A copy of the Prospectus is available upon request during normal business hours from the registered office of the Company.

 

 

To:       The Shareholders of Tenax Italian Credit Fund Plc  

 

Date:    21st December 2018

 

Proposed Amendment to the Memorandum and Articles of Association of the Company

 

Dear Shareholder,

 

We are writing to advise you of a proposal to amend the Memorandum and Articles of Association of the Company. The purpose of this proposed change is to give Shareholders the right to request the redemption of their Shares and to give the Company the right to effect such redemptions at the request of the Shareholder. This is being done in order to facilitate investors who wish to redeem their Shares in the Company and subscribe, using the proceeds of the redemption, for Shares in Tenax Italian Credit Fund, a proposed new sub-fund of Tenax QIAIF ICAV.

 

Currently, as you know, the Company permits each Shareholder to request the redemption of not more than 20 per cent. of the Shares held by such Shareholder (but not more) upon not less than six calendar months' notice in writing from the relevant Shareholder to the Company, such notice expiring on the day falling three years from the Initial Closing Date (or, if not a Business Day, the Business Day immediately following such date). In the case of such a redemption request the Company currently has a period of one year, with three possible extensions of one year each (which may be determined by the Directors in their absolute discretion), to dispose of sufficient assets of the Company to fund such redemptions.

 

Proposal

 

The Directors therefore propose the following changes to the Articles of Association of the Company:

 

Article 11.02 shall be amended as follows;

 

Current wording of Article 11.02:

 

11.02           A Shareholder may request the redemption of not more than 20 per cent. of the Shares held by such Shareholder (but no more) (calculated in accordance with Article 11.05 of these presents) upon not less than six calendar months' notice in writing from the relevant Shareholder to the Company, such notice expiring on the day falling three years from the Initial Closing Date (or, if not a Business Day, the Business Day immediately following such date). Upon exercise of such redemption right, the Directors or their delegate shall have a period of one year, with a possible three extensions of one year each (which may be determined by the Directors in their absolute discretion), to dispose of sufficient assets of the Company to fund such redemptions. Any such request shall be irrevocable unless otherwise approved in writing by the Company.

 

Proposed wording of Article 11.02:

 

"11.02          A Shareholder may request the redemption of;

 

(i)    not more than 20 per cent. of the Shares held by such Shareholder (calculated in accordance with Article 11.05 of these presents) upon not less than six calendar months' notice in writing from the relevant Shareholder to the Company, such notice expiring on the day falling three years from the Initial Closing Date (or, if not a Business Day, the Business Day immediately following such date); and

 

(ii)   some or all outstanding fully paid Shares held by such Shareholder with respect to any Capital Redemption Day subject to such conditions as the Directors may from time to time decide in such manner as the Directors may from time to time decide and in such circumstances as the Directors may from time to time decide, which shall include to facilitate a proposal on the part of such Shareholder to transfer the resulting redemption proceeds (which may be in kind or in cash or a combination) to another investment fund of which the investment manager is the Investment Manager.

 

In the case of a redemption request submitted by a Shareholder pursuant to, and in accordance with, Article 11.02(i) of these presents, the Directors or their delegate shall have a period of one year, with three possible extensions of one year each (which may be determined by the Directors in their absolute discretion), to dispose of sufficient assets of the Company to fund such redemptions.

 

In the case of a redemption request submitted by a Shareholder pursuant to, and in accordance with, Article 11.02(ii) of these presents, the Directors or their delegate shall dispose of sufficient assets of the Company to fund such redemptions as soon as practicable and/or may fund such redemptions in whole or in part in accordance with Article 11.07 of these presents.

 

Any such requests shall be irrevocable unless otherwise approved in writing by the Company."

 

Shareholders' Approval

 

The quorum for the Extraordinary General Meeting is Shareholders present (in person or by proxy) representing at least 30 per cent of the paid up capital of the Company. The proposed resolution can only be passed by the positive vote of Shareholders representing at least 30 per cent. of the paid up capital of the Company present either in person or by proxy who are entitled to vote at such general meeting and at least 75 per cent of the votes cast for and against the resolution. Shareholders holding Non-Voting Shares shall not be counted towards a quorum in respect of Non-Voting Shares held by them and may not vote at this Meeting in repsect of such Non-Voting Shares. If within half an hour after the time appointed for a Meeting the required quorum is not present, the Meeting shall stand adjourned to 11 a.m. Irish time on the 7th February, 2019 at the same address (see below), and if at the adjourned Meeting the quorum required is not present within half an hour from the time appointed for the Meeting, the Meeting shall be dissolved.

 

Please note that a Shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a Shareholder. If you are a registered holder of Shares in the Company, you will receive a proxy form with this Circular.  Please read the notes printed on the proxy, which will assist you in completing the proxy form and return the proxy form to us. To be valid, your appointment of a proxy must be received no later than 11.00 a.m. (Irish time) on 29th January, 2019 at the latest. You may attend and vote at the meeting even if you have appointed a proxy.

 

In the event that the proposed resolution to amend Article 11.02 of the Company's Articles of Association is not passed, the Memorandum and Articles of Association of the Company shall remain as they currently are.

 

Notice and Proxy Forms

 

This Circular is accompanied by the following documents:

 

1.         Notice of the Extraordinary General Meeting of the Company to be held at 11 a.m. (Irish Time) on 31st January, 2019 at the offices of Tudor Trust Limited at, 33 Sir John Rogerson's Quay, Dublin 2, Ireland (Appendix 1); and

 

2.         A Proxy Form which allows you to cast your vote by proxy (Appendix 2).

 

Details of the specific resolution which Shareholders will be asked to approve is detailed in the Notice and Proxy Form.

 

Directors' Recommendation

 

Tenax Capital Limited have advised the Board of Directors of the Company  that it will only be possible to facilitate a proposed redemption of Shares by any existing Shareholder of the Company amounting to more than 20% of the total number of Shares in the Company held by such Shareholder without amending Article 11.02 of the Company's Articles of Association. As such, Tenax Capital Limited has recommended to the Board to seek Shareholder approval to amend Article 11.02 of the Company's Articles of Association as proposed. Based on the recommendation of Tenax Capital Limited, we believe it is in the best interests of the Shareholders as a whole to amend the Articles of Association as described above. We therefore recommend that you vote in favour of the proposal. Should you be in any doubt as to the actions you should take, we recommend that you consult with your own tax and legal advisers.

 

Should you have any questions regarding this Circular please contact Massimo Figna of Tenax Capital Limited at [email protected].

 

Yours sincerely,

 

_________________________

Director

For and on behalf of

Tenax Italian Credit Fund Plc
 

APPENDIX 1

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF

 

TENAX ITALIAN CREDIT FUND PLC

(THE "COMPANY")

 

 

NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held at its registered office of Tudor Trust Limited at 33 Sir John Rogerson's Quay, Dublin 2, Ireland on 31st January, 2019 at 11 a.m. (Irish time) for the purpose of considering and if thought fit passing the following resolution as a Special Resolution:-

 

·      To approve the proposed amendment to Article 11.02 of the Company's Articles of Association as outlined in the Circular dated 21st December, 2018. 

 

 

Dated this 21st December, 2018

 

 

_____________________

For and on behalf of

Tudor Trust Limited

 

Note: A Shareholder who is entitled to attend and vote at this Meeting is entitled to appoint a proxy who need not be a Shareholder of the Company to attend and vote for him.

 

 

 

 

 

 

 

 

APPENDIX 2

 

FORM OF PROXY

 

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF

 

TENAX ITALIAN CREDIT FUND PLC

( THE "COMPANY")

 

 

 

I/We [name of Shareholder] _________________________________________________________                                                                                                                 

of [address] ______________________________________________________________________

being a Shareholder(s) of the Company, hereby appoint the Chairman (note 1) of the Meeting or Derval Keane of 33 Sir John Rogerson's Quay, Dublin 2 or failing her Ailish Taylor of 33 Sir John Rogerson's Quay, Dublin 2 or failing her Donnacha O'Connor of 33 Sir John Rogerson's Quay, Dublin 2 or failing him another representative of Tudor Trust Limited  as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at the registered office of Tudor Trust Limited at 33 Sir John Rogerson's Quay, Dublin 2, Ireland on 31st January, 2019 at 11 a.m. (Irish time) and at any adjournment thereof.

 

The Proxy is to vote as follows:

 

Please indicate with an "X" in the space below how you wish your vote to be cast. If you wish to split the vote or only vote some of your shares, please write the required number of shares that are voting next to the relevant voting box below. You must also sign and insert the date of signature below.

 

Special Resolution

 

To approve the proposed amendment to Article 11.02 of the Company's Articles of Association as outlined in the Circular dated 21st December, 2018.

 

                                               Against

For  

 

 

Against  

 

 

Abstain  

        

 

 

SIGNATURE: ----------_____________________               DATE:----------_____________________      

 

 

 

 

 

Notes

 

1.     A Shareholder may appoint a proxy of his own choice. If the appointment is made delete the words "the Chairman of the meeting" and insert the name of the person appointed as proxy in the space provided.  A person appointed to act as a proxy need not be a Shareholder.

 

2.     If the Shareholder does not insert a proxy of his/her own choice it shall be assumed that they wish to appoint the Chairman of the meeting or one of the other persons mentioned above to act for them.

 

3.     If the Shareholder is a corporation, this form must be under the Common Seal or under the hand of some duly appointed officer or attorney duly authorised on its behalf and please ensure that you indicate the capacity in which you are signing.

 

4.     If the instrument appointing a proxy is signed under a power of attorney, please ensure that you enclose an original or a notarially certified copy of such Power of Attorney with your proxy form.

 

5.     In the case of joint holders, the vote of the first named of joint holders who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose, the first named shall be determined by the order in which the names of the joint holders stand in the Register of Shareholders.

 

6.     If this form is returned without any indication as to how the person appointed proxy shall vote he/she will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting.

 

7.     Any alterations made to this form must be initialled to be valid.

 

8.     To be valid, this form, including notarially certified copy of such power or authority must be completed and deposited at the offices of Tudor Trust Limited at 33 Sir John Rogerson's Quay, Dublin 2, Ireland, for the attention of Derval Keane by 11.00 a.m. Irish time on 29th January, 2019 or in the event the meeting is adjourned, not less than 48 hours before the time fixed for holding the adjourned meeting. The proxies may be faxed to + 353 1 667 0042, with the original to follow by post. The proxies may also be emailed to Derval Keane at [email protected] or Ailish Taylor at ailish.taylor@dilloneustace.ie with the originals to follow by post.

 

 

 

 

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 

 


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