Africa Opportunity Fund Limited Amendments to the Company's structure and policies (6758B)
06 März 2014 - 9:53AM
UK Regulatory
TIDMAOF
RNS Number : 6758B
Africa Opportunity Fund Limited
06 March 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR THE UNITED
STATES OF AMERICA OR TO US PERSONS.
This announcement is an advertisement and not a prospectus and
investors should not subscribe for or purchase any securities
except on the basis of information in the prospectus to be
published by the Company in due course in connection with the
admission of the existing ordinary shares and C shares to trading
on the Specialist Fund Market of the London Stock Exchange (the
"Prospectus"). Copies of the Prospectus will, following
publication, be available from the offices of Lawrence Graham
LLP.
6 March 2014
Africa Opportunity Fund Limited (the "Company")
Amendments to the Company's structure and policies
The Company announced on 16 January 2014 that it is proposing to
raise up to US$100 million by way of a placing of C shares ("C
Shares") at a placing price of US$1.00 per C Share (the "Placing").
It is envisaged that the C Shares will be admitted to trading on
the Specialist Fund Market of the London Stock Exchange ("SFM")
and, simultaneously, the Company's ordinary shares ("Ordinary
Shares") will be transferred to the SFM from AIM (the
"Admission").
The Company has decided to implement a number of changes to its
structure and management arrangements which will be effective from
admission of the C Shares to the SFM.
Discount control mechanism
In addition to the Company's existing share buyback powers and
the continuation vote scheduled for 2019, the Company will provide
shareholders, without first requiring a shareholder vote to
implement this policy, with an opportunity to realise all or part
of their shareholding in the Company for a net realised pro rata
share of the Company's investment portfolio.
Carried interest
The Board and the Company's investment manager (the "Investment
Manager") have agreed to change the hurdle on the carried interest
received by the principals of the Investment Manager from the
current 12 month US Dollar LIBOR to 5 per cent. (no catch up).
C Share conversion ratio
The Board has resolved to exercise its discretion to apply a 5
per cent. discount to the net assets attributable to the Ordinary
Shares on conversion of the C Shares.
Dividend Policy
The Company has resolved to conduct its affairs so that,
following admission of the C Shares to the SFM, it will apply for
Reporting Fund status for the purposes of the United Kingdom's
offshore fund rules. Accordingly, the Company will amend its
dividend policy and will pay a dividend each year equivalent to the
Company's income (excluding realised and unrealised capital gains)
less reasonable expenses.
The Placing and Admission are subject, inter alia, to market
conditions and the Company expects, upon approval by the UK Listing
Authority, to publish the Prospectus in due course. For further
information, please contact:
Africa Opportunity Fund Limited
Francis Daniels Tel: +27 11 684 1528
Robert Knapp Tel: +1 617 449 3127
Edmond de Rothschild Securities (UK) Limited, Placing Agent
& FinancialAdviser
William Marle Tel: +44 (0)20 7845 5950
Andrew Davies (Sales) Tel: +44 (0)20 7845 5960
Hiroshi Funaki Tel: +44 (0)20 7845 5960
funds@lcfr.co.uk
Grant Thornton UK LLP, Nominated Adviser
Philip Secrett Tel: +44 (0)20 7383 5100
David Hignell Tel: +44 (0)20 7383 5100
philip.j.secrett@uk.gt.com
This announcement has been prepared by the Company for
information purposes only and does not constitute an offer to sell,
or the solicitation of an offer to acquire or subscribe for, the C
Shares in any jurisdiction. Any offer and/or sale of C Shares will
not be registered under the applicable securities laws of the
United States, Australia, Canada, South Africa or Japan. Subject to
certain exceptions, the C Shares may not be offered or sold within
the United States, Australia, Canada, South Africa or Japan or to
any national, resident or citizen of the United States, Australia,
Canada, South Africa or Japan. This announcement does not
constitute any form of financial opinion or recommendation on the
part of the Company or any of its affiliates or advisers and is not
intended to be an offer, or the solicitation of any offer, to buy
or sell any securities in any jurisdiction.
Neither the U.S. Securities and Exchange Commission (the "SEC")
nor any state securities commission has approved or disapproved of
the securities referred to in this announcement or passed upon the
adequacy or accuracy of this announcement. Any representation to
the contrary is a criminal offence in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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