15th Jul 2011 15:52
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN, OR INTO, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, IRELAND OR SOUTH AFRICA OR TO US PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, IRELAND OR SOUTH AFRICA OR TO US PERSONS.
BlackRock Absolute Return Strategies Ltd (the "Company") 15 July 2011
Notice of Extraordinary General Meeting
Notices of Class Meetings of holders of Euro Shares, Sterling Shares and US Dollar Shares
Recommended proposals for a managed wind-down of the Company, amendment to the Company's investment policy and objective, amendment to the Company's currency hedging programme and amendment to the Company's articles of association
The Company has today posted a Circular, including the Notice of an Extraordinary General Meeting and Notices of Class Meetings of holders of Euro Shares, Sterling Shares and US Dollar Shares, and forms of proxy to shareholders.
A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do
The full text of the circular is reproduced below:
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial advisor authorised under the UK Financial Services and Markets Act 2000 or, if you are in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all your Shares in BlackRock Absolute Return Strategies Ltd (the "Company"), please send this Circular, but not the accompanying Forms of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia, South Africa 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. If you have sold or transferred only part of your holding of Shares please consult the bank, stockbroker or other agent through which the sale or transfer was effected.
BLACKROCK ABSOLUTE RETURN STRATEGIES LTD (a registered closed-ended investment company, incorporated with limited liability under the laws of Jersey with registered number 100291) Notice of Extraordinary General Meeting Notices of Class Meetings of holders of Euro Shares, Sterling Shares and US Dollar Shares Recommended proposals for a managed wind-down of the Company, amendment to the Company's investment policy and objective and amendment to the Company's articles of association
The Proposals described in this Circular are conditional on approval from Shareholders, which is being sought at an Extraordinary General Meeting of the Company to be held at the offices of BlackRock (Channel Islands) Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR at 11.00 a.m. on 18 August 2011 and the Class Meetings to be held immediately following the Extraordinary General Meeting. Notices of the Extraordinary General Meeting and each of the Class Meetings are set out at the end of this Circular.
Shareholders are requested to return the Forms of Proxy enclosed with this Circular. Shareholders are asked to complete, sign and return the Forms of Proxy in accordance with the instructions printed thereon, so as to be received by post or by hand by the Company's Registrar, Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St. Helier, Jersey JE1 1ES as soon as possible but in any event so as to arrive not later than 48 hours before the Extraordinary General Meeting and the relevant Class Meeting. The lodging of Forms of Proxy will not prevent a Shareholder from attending the Extraordinary General Meeting and voting in person if they so wish.
This Circular should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 4 to 11 of this Circular and which recommends that you vote in favour of the Special Resolutions to be proposed at the Extraordinary General Meeting and each of the Class Meetings. Your attention is drawn to the section entitled "Action to be Taken by Shareholders" on page 12 of this Circular.
CONTENTS Page EXPECTED TIMETABLE 3 PART I - LETTER FROM THE CHAIRMAN 4 1. Introduction and background 4 2. The Proposals 5 3. Investment Objective and Policy 6 4. Currency hedging and conversion between Share classes 6 5. Compulsory redemption mechanism 7 6. New Articles 8 7. Listing 8 8. Management and Performance Fees 9 9. NAV Reporting 9 10. Risks associated with the Proposals 9 11. Extraordinary General Meeting and Class Meetings 10 12. Recommendation 12 PART II - ADDITIONAL INFORMATION 13 1. Documents Available for Inspection 13 2. Taxation 13 3. Directors' and other material interests 14 4. Significant Change 14 DEFINITIONS 15 NOTICE OF EXTRAORDINARY GENERAL MEETING 18 NOTICE OF A CLASS MEETING OF THE HOLDERS OF EURO SHARES 21 NOTICE OF A CLASS MEETING OF THE HOLDERS OF STERLING SHARES 23 NOTICE OF A CLASS MEETING OF THE HOLDERS OF US DOLLAR SHARES 26 EXPECTED TIMETABLE Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting* by 11.00 a.m. on 16 August 2011 Extraordinary General Meeting 11.00 a.m. 18 August 2011 Class Meeting of holders of Euro Shares 11.15 a.m. 18 August 2011 Class Meeting of holders of Sterling Shares 11.20 a.m. 18 August 2011
Class Meeting of holders of US Dollar Shares 11.25 a.m. 18 August 2011
Announcement of the result of the Extraordinary 18 August 2011General Meeting and Class Meetings
Each of the times and dates in the above expected timetable may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a RIS. All references are to London time unless otherwise stated.
* Please note that the latest time for receipt of the Forms of Proxy in respect of the Extraordinary General Meeting and each of the Class Meetings is forty-eight hours prior to the time allotted for the relevant meeting.
PART I - LETTER FROM THE CHAIRMAN BLACKROCK ABSOLUTE RETURN STRATEGIES LTD (a registered closed-ended investment company, incorporated with limited liability under the laws of Jersey with registered number 100291) Directors: Registered office: Colin Maltby - Chairman Forum HouseFrank Le Feuvre Grenville StreetJonathan Ruck Keene JerseyJohn Siska Channel IslandsPhilip Smith JE1 0BR 15 July 2011 Extraordinary General Meeting, Class Meetings and Recommended Proposals for a Managed Wind-down of the Company
Dear Shareholder,
1. Introduction and background
I am writing to you to outline details of important proposals (the "Proposals") regarding the future of BlackRock Absolute Return Strategies Ltd (the "Company"). We have an ongoing obligation, as the Directors of your Company, to consider the performance of the Company and to make recommendations with regards to the future of your investment.
The Board noted in the Annual Report and Accounts published on 20 April 2011 that despite the strong positive return delivered by the Company, the increase in NAV over the last two years and the reduction in the supply of the Company's Shares through reverse auction tender offers and on-market share repurchases, the share price discount to NAV of each share class had remained relatively wide.
Following publication of the Annual Report and Accounts, the Board continued to explore different ways to address the discount for the benefit of all Shareholders and also revisited discussions with many of the Company's major Shareholders. At the end of May this year, acknowledging investor concerns about the level of the discount and the limited liquidity of each of the share classes, the Board announced that it had determined to recommend that the Company should commence a managed wind-down of its Portfolio. Accordingly, the Board is now putting forward proposals for a managed wind-down of the Company on the terms contained in this Circular (the "Managed Wind-down") in order to enable Shareholders to realise in an orderly manner their investment in the Company.
This Circular sets out details of, and seeks your approval for, the Proposals and explains why your Board is recommending that you vote in favour of the Special Resolutions to be proposed at the Extraordinary General Meeting to be held on 18 August 2011 and each of the Class Meetings to be held immediately following the Extraordinary General Meeting. Notices of the Extraordinary General Meeting and each of the Class Meetings are set out at the end of this Circular. The Proposals are described in Section 2 below.
Estimated current liquidity profile
An estimate of the current liquidity profile of the Portfolio is set out below.
The estimated Portfolio liquidity profile is indicative only and should not under any circumstances be considered a prediction, forecast or guarantee of the Company's actual Portfolio liquidity profile or an indication as to the timing of distributions to Shareholders pursuant to the proposed Managed Wind-down of the Portfolio for which the Company is seeking Shareholder approval. In addition, there is no guarantee that the Company's assets will be realised at their net asset value, and it is possible that the Company may not be able to realise some of its assets at any value.
This liquidity profile relates to the availability of funds without taking into consideration issues of portfolio balance. Generally, certain strategies such as long/short equity are more liquid than other strategies such as distressed investing. In order to maintain portfolio balance, it may be deemed advisable to effectuate liquidity in a balanced manner rather than the most expeditious manner. This could lead to a slower pace of cash realisation as compared to the table below. In addition, Shareholders should note that in accordance with the proposed Investment Policy and Objective set out in Section 3 below, new investments may continue to be made where the Manager considers such investments to be in the best interests of Shareholders as a whole.
The table below sets forth the Company's current estimate of the earliest possible dates at which investments in the Portfolio could be redeemed. The liquidity analysis assumes that: (1) where redemption notices are currently placed, it is assumed that redemption proceeds will be received in the normal course following the applicable redemption date; (2) for Portfolio holdings for which redemption is possible, and taking into consideration lock-ups, investor-level gates and fund-level gates that are currently implemented, as applicable, it is assumed that redemption notices are placed as of 18 August 2011 and the proceeds will be received in the normal course following the applicable redemption date, or in the case of gates, redemption dates; (3) for Portfolio holdings that are either in side-pockets, suspended or liquidating, redemption dates are estimated based on the Manager's current understanding of the underlying fund's targeted date(s) for lifting its suspension or paying out proceeds, as applicable. In each case, actual receipt of proceeds will follow the corresponding redemption date.
Cumulative Receipts Received by Date Cumulative Redemptions the Company(2) 31st August 2011 2.80% 2.80%30th September 2011 11.55% 6.30%31st December 2011 66.65% 25.78%31st March 2012 72.08% 64.79%30th June 2012 77.32% 71.99%31st December 2012 89.76% 85.42%30th June 2013 91.14% 90.35%31st December 2013 94.34% 93.02%
The above liquidity schedule is based on Portfolio investments and related estimated net asset values as of 1 June 2011(1), and actual or anticipated changes in liquidity (gates, side-pockets, suspension or liquidation) that have been communicated to the Investment Manager by the underlying funds.
Notes:
(1) The above liquidity schedule is based on the estimated US dollar net asset values communicated to the Manager by the underlying funds. These estimated net asset values do not take into account the potential impact of the Company's currency hedging policy. Currency fluctuations may impact materially the actual redemption proceeds available for distribution to Shareholders.
(2) Actual proceeds would be expected to be received following the relevant redemption date in accordance with the underlying fund's stated terms, generally within 60 days (with the exception of proceeds held back until the completion of the applicable annual audit), although where liquidity is constrained, receipt might be further delayed. Other factors, including future events, may affect the Company's ability to redeem its holdings in accordance with the estimated timeframes set out above, as well as the availability, amount or timing of receipt of redemption proceeds. In addition, Shareholders should note that receipt of redemption proceeds by the Company is not necessarily indicative that a compulsory redemption of Shares in order to return such proceeds to Shareholders will follow shortly thereafter. The Board will determine when compulsory redemptions of Shares will be made at its sole discretion.
2. The Proposals
In order to implement the Proposals, the Company must take certain steps which require Shareholder approval.
The Proposals comprise:
• amending the Company's Investment Objective and Policy to commence the Managed Wind-down process;
• revising the Company's currency hedging programme to permit the Board to terminate the programme at its sole discretion; and
• amending the Articles (i) to permit the compulsory redemption of Shares at the discretion of the Board until the Company's voluntary liquidation and (ii) to permit the Board to suspend the right of conversion between Share classes at its sole discretion at any time during the course of the Managed Wind-down process.
The Proposals set out in this Circular are subject to the approval of Shareholders, and this Circular contains Notices of the Extraordinary General Meeting and each of the Class Meetings at which the Special Resolutions to approve the Proposals will be considered. The Proposals, if approved, will result in Shareholders realising their shareholdings in the Company in an orderly manner via compulsory redemptions of their Shares on a pro rata basis in accordance with the New Articles.
In the event that any of the Special Resolutions to be proposed at the Extraordinary General Meeting and each of the Class Meetings relating to the Proposals is not passed, the Company will continue with its current Investment Policy and Objective and Articles and the Board will give consideration to putting forward alternative proposals for consideration at the annual general meeting of the Company in 2012.
Further details of the Proposals outlined above are set out in Sections 3 to 7 below.
Additional options
Whilst this Circular sets out the Board's current intention in relation to the Company, the Board continues to consider alternative and/or complementary options to the Managed Wind-down.
3. Investment Objective and Policy
In order for the Company to follow the Managed Wind-down process set out in this Circular, it is necessary to amend the Company's Investment Objective and Policy. If the Proposals are approved the Company's revised Investment Objective and Policy will be as set out below.
The Company will be managed with the intention of realising all remaining assets in the Portfolio, in a manner consistent with the principles of prudent investment management and spread of investment risk, with a view to returning invested capital to the Shareholders in an orderly manner.
New investments may continue to be made where the Manager considers such investments to be in the best interests of Shareholders as a whole. The Company may also switch an existing investment to a new share class or new vehicle should this enhance the prospects of that particular investment's future realisations.
Any cash received by the Company as part of the realisation process but prior to its distribution to Shareholders will be held by the Company as cash on deposit and/or as cash equivalents.
The Company will not undertake new borrowing other than for short-term working capital purposes.
Shareholders should expect that, under the terms of the Managed Wind-down, the Board and the Manager will be committed to distributing as much of the available cash as quickly as reasonably practicable having regard to cost efficiency and working capital requirements. Accordingly, in order to minimise the administrative burden, Shareholders should expect that redemptions will be made regularly but not necessarily as soon as cash becomes available. 4. Currency hedging and conversion between Share classes
Currency hedging
If the Managed Wind-down is approved by Shareholders at the Extraordinary General Meeting and the Class Meetings, the Board currently expects (subject to suitable hedging contracts, such as currency swap agreements, futures contracts, options and forward currency exchange and other derivative contracts, being available in a timely manner and on acceptable terms) to continue generally to seek to hedge the exposure of non-US Dollar denominated Shares against fluctuations in exchange rates between the US Dollar and such other currencies until at least a majority of the Company's assets have been realised and the proceeds returned to Shareholders.
The Board anticipates, however, that at some point during the Managed Wind-down process, the Portfolio will no longer be of sufficient size and/or liquidity for the Manager to be able to maintain a full currency hedging programme and/or the Board may determine that the benefits of returning cash to Shareholders which would otherwise need to be retained to meet possible margin call payments in connection with currency hedging activities outweigh the benefits of a continued currency hedging programme.
Any decision by the Board to terminate the Company's currency hedging programme will result in holders of Shares denominated in currencies other than US Dollars being exposed to exchange rate fluctuations between such currencies and the US Dollar. Where the Board determines to terminate the Company's currency hedging programme, such decision will be announced by RIS.
Conversion between Share classes
In order to carry out the Managed Wind-down as efficiently as possible, as part of the proposed amendments to the Articles, the Board is seeking approval from Shareholders to permit the suspension of conversions between Share classes. The Board will monitor on an ongoing basis during the course of the Managed Wind-down whether or not it may be appropriate to suspend conversions between Share classes.
Furthermore, as compulsory redemptions of Shares are made, the number of Shares outstanding in respect of each Share class will reduce. This will result in the time and cost incurred to maintain the three Share classes becoming proportionately more expensive. The Board will therefore consider merging these classes into a single Sterling class at an appropriate juncture.
5. Compulsory redemption mechanism
Pursuant to the Proposals, subject to the passing of the Special Resolutions, the Company will make compulsory redemptions of Shares of each class in volumes and on dates to be determined at the Directors' sole discretion, with the amount distributed in respect of each class of Shares on each occasion representing the relevant class of Shares' pro rata share of available cash at the relevant time. Shares of each class will be redeemed from all Shareholders of that class pro rata to their existing holdings of Shares of the relevant class on the relevant record date for any given Redemption Date. The Directors will be authorised to make such redemptions under the New Articles.
Under current UK taxation law and practice, redemptions of Shares will constitute a disposal for the purposes of UK capital gains tax. Further details of the tax consequences of the Proposals are set out in paragraph 2 of Part II of this Circular.
When the Directors exercise their discretion to redeem compulsorily a given percentage of the Shares of each class in issue, the Company will make a Redemption Announcement in advance of the relevant Redemption Date. The Redemption Announcement will include the following details:
• the aggregate amount to be distributed to Shareholders;
• the Relevant Percentage of each class of Shares to be redeemed (pro rata as between the holders of Shares of the relevant class as at the Redemption Record Date);
• a timetable for the redemption and distribution of redemption proceeds, including the Redemption Date and the Redemption Record Date;
• the Redemption Price per Share in respect of each class of Shares;
• a new ISIN in respect of each class of Shares which will continue to be listed following the relevant Redemption Date; and
• any additional information that the Board deems necessary in connection with the redemption.
Redemptions of Shares will become effective on each Redemption Date, being a date chosen at the Directors' absolute discretion, as determined by the Directors to be in the best interests of Shareholders as a whole. In determining the timing of any Redemption Date, the Directors will take into account the amount of cash available for payment of redemption proceeds and the costs associated with such redemption. The Shares redeemed will be the Relevant Percentage of the Shares of each class registered in the names of Shareholders on the Redemption Record Date. Shareholders will receive the Redemption Price per Share of the relevant class in respect of each of their Shares redeemed compulsorily.
The Company intends to pay distributions to Shareholders until the NAV of the Company decreases to an amount such that the Directors consider it appropriate to put the Company into voluntary liquidation. The Board will then consider, in the light of the then prevailing market conditions and of Shareholders' views, proposing a resolution for the immediate voluntary liquidation of the Company at that time. At present, based on the current liquidity profile, the Directors believe that the Company will be in a position to put forward a resolution for voluntary liquidation in or around early 2013. However, this is subject to change depending on the ability of the Company to realise its assets in the interests of all Shareholders.
Settlement
In the case of Shares held in uncertificated form (that is, in CREST), redemptions will take effect automatically on each Redemption Date and redeemed Shares will be cancelled. All Shares of each class in issue will be disabled in CREST on the Redemption Date and the existing ISINs applicable to such classes of Shares (the "Old ISINs") (which, for the first redemption, in respect of the Euro Shares, Sterling Shares and US Dollar Shares, are JE00B2PXNC07, JE00B2PXDB91 and JE00B2PXNQ43, respectively) will expire. A new ISIN (the "New ISINs") in respect of the remaining Shares of each class in issue and which have not been redeemed will be enabled and available for transactions from and including the first Business Day following the relevant Redemption Date (or such other date notified to Shareholders). New ISINs will be notified to Shareholders in the Redemption Announcement. Up to and including the Redemption Date, Shares will be traded under the Old ISINs and, as such, a purchaser of such Shares would have a market claim for a proportion of the redemption proceeds. CREST will automatically transform any open transactions as at the Redemption Date (which is the record date for the purposes of the redemption) into the New ISINs.
In the case of Shares held in certificated form (that is, not in CREST), redemptions will take effect automatically on each Redemption Date. As the Shares will be compulsorily redeemed, certificated Shareholders do not need to return their Share certificates to the Company in order to claim their redemption monies. Shareholders' existing Share certificates will be cancelled and new Share certificates will be issued to each such Shareholder for the balance of their shareholding after each Redemption Date. Cheques will automatically be issued to certificated Shareholders upon the cancellation of any of their Shares. All Shares that are redeemed will be cancelled with effect from the relevant Redemption Date. Accordingly, once redeemed, Shares will be incapable of transfer.
Payments of redemption monies are expected to be effected either through CREST (in the case of shares held in uncertificated form) or by cheque (in the case of shares held in certificated form) within 14 Business Days of the relevant Redemption Date, or as soon as practicable thereafter. Shareholders will be paid their redemption proceeds in the currency in which their Shares are denominated or as determined by the Directors.
6. New Articles
It is proposed that the existing Articles be substituted with the New Articles. The adoption of the New Articles will enable the Company to effect the Proposals. The substantive changes contained in the New Articles (i) permit the Directors, at their sole discretion, compulsorily to redeem Shares on an ongoing basis in order to return capital to Shareholders and (ii) permit the Board to suspend the right of conversion between Share classes at its sole discretion at any time during the Managed Wind-down process.
A copy of the existing Articles and the New Articles will be available for inspection at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS and at the registered office of the Company during normal business hours on any Business Day (Saturdays and public holidays excepted) from the date of this Circular until the conclusion of the Extraordinary General Meeting and the Class Meetings and at the place of the Extraordinary General Meeting and the Class Meetings for at least 15 minutes prior to, and during, the relevant meeting.
7. Listing
The Board intends to maintain the Company's listing for as long as the Directors believe it to be practicable during the Managed Wind-down period, in accordance with feedback from the Company's major Shareholders as to their desire to continue holding listed shares, subject to the ability of the Company to continue to comply with its obligations under the Listing Rules (including the obligation to ensure that a sufficient number of its Shares are in public hands.
The Board believes that maintaining the Company's listing is in the best interests of Shareholders for the following reasons:
• the listing should allow the Shares to remain eligible for ISAs and SIPPs;
• the listing will allow for the maintenance of a daily market price in the Shares, as required by certain Shareholders;
• maintaining the listing prevents certain Shareholders from breaching their own investment restrictions, for example where they are required to hold listed securities or instruments with daily liquidity; and
• maintaining the listing allows continued trading, which will give Shareholders the option to realise their shareholding(s) in the Company through market sales prior to the conclusion of the Managed Wind-down.
The cost efficiency of retaining the Company's listing will continue to be monitored and reviewed by the Board on an ongoing basis. The Board may propose a cancellation of the Company's listing before it ceases to comply with the Listing Rules although any such proposal will be subject to the approval of Shareholders.
The Directors shall immediately notify the FSA and seek suspension of the listing of the Shares pursuant to Listing Rule 5 if the Company can no longer satisfy the continuing obligations for listing set out in the Listing Rules (including if the percentage of Shares held in public hands (as such phrase is used in current Listing Rule 6.1.19(4)R) falls below 25 per cent. of the total number of issued Shares).
8. Management and Performance Fees
Management Fee
The Manager is entitled to a Management Fee which is payable quarterly and calculated as one-forth of 1.5 per cent. of the Net Asset Value of the relevant class of Shares as at the last Valuation Date in the relevant quarter.
The Manager has agreed that no Management Fee will be payable in respect of the cash held by the Company resulting from the realisation of the Company's assets and awaiting distribution to Shareholders through the compulsory redemption of Shares pursuant to the Managed Wind-down process.
Performance Fee
The Manager is entitled to an annual Performance Fee in respect of each class of Shares based on growth in Net Asset Value in a relevant period, adjusted for any increases or decreases in Net Asset Value arising from the issue, repurchase or redemption of Shares of the relevant class or any conversions of Shares from one class to another. The Company is currently accruing for the Performance Fee that is expected to become due for the period 1 January 2011 to 31 December 2011.
9. NAV Reporting
During the course of the Managed Wind-down period, the Company intends to continue to publish the NAV per Share of each class on at least a monthly basis in accordance with the provisions of the Prospectus dated 4 April 2008. In addition, the Company expects to continue to publish the estimated weekly NAV per Share of each class.
10. Risks associated with the Proposals
In considering your decision in relation to the Proposals, you are referred to the risks set out below.
Shareholders should read this Circular carefully and in its entirety and, 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 stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the UK Financial Services and Markets Act 2000.
Only those risks which are material and currently known to the Company have been disclosed. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, may also have an adverse effect on the Company.
• The value of the Portfolio may fluctuate and Shareholders' investment in the Company could decline substantially.
• The Company's assets may not be realised at their Net Asset Value, and it is possible that the Company may not be able to realise some assets at any value.
• In a Managed Wind-down, the value of the Portfolio will be reduced and concentrated in fewer holdings. In addition, as the Portfolio is concentrated in fewer holdings, the number of underlying managers in respect of Portfolio assets may be reduced and the Company's exposure to varying management strategies may be limited.
• Where the Board determines that the Portfolio no longer retains sufficient liquidity for the Manager to be able to maintain a full currency hedging programme, it may be appropriate for the Board to decide to terminate the Company's current currency hedging arrangements. If terminated, holders of Shares denominated in currencies other than the US Dollar would be exposed to subsequent fluctuations in the US Dollar/Sterling/Euro exchange rates.
• The liquidity profile of the Portfolio is such that Shareholders may have to wait a considerable period of time before receiving all their distributions pursuant to the Managed Wind-down. During that time the Portfolio may not be managed in a balance manner which may adversely affect its performance.
• The details of the Company's anticipated liquidity profile during the Managed Wind-down as set out in this Circular are indicative only and should not under any circumstances be considered a prediction, forecast or guarantee of the Company's actual Portfolio liquidity profile or an indication as to the timing of distributions to Shareholders pursuant to the proposed Managed Wind-down of the Portfolio for which the Company is seeking Shareholder approval.
• The maintenance of the Company as an ongoing listed vehicle will entail administrative, legal and listing costs, which will decrease the amount ultimately distributed to Shareholders. The listing of the Shares may at some stage during the Managed Wind-down be suspended and subsequently cancelled, at which point such Shares will no longer be capable of being traded on the London Stock Exchange.
• It should also be noted that there may be other matters or factors which affect the availability, amount or timing of receipt of the proceeds of realisation of some or all of the Company's investments. In particular, ongoing redemptions will decrease the size of the Company's assets, thereby increasing the impact of fixed costs incurred by the Company on the remaining assets. In determining the size of any distributions, the Directors will take into account the Company's ongoing running costs, however, should these costs be greater than expected or should cash receipts for the realisations of investments be less than expected, this will reduce the amount available for Shareholders in future distributions.
• Redemptions of Shares will be made at the Directors' sole discretion, as and when they deem that the Company has sufficient assets available to make a redemption. Shareholders will therefore have little certainty as to when their Shares will be redeemed.
11. Extraordinary General Meeting and Class Meetings
The Proposals are subject to Shareholder approval. Notice convening the Extraordinary General Meeting, to be held at 11.00 a.m. on 18 August 2011 at the offices of BlackRock (Channel Islands) Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR is set out at the end of this Circular, together with Notices in respect of each of the Class Meetings. The Notices include the full text of the Special Resolutions.
The Special Resolutions will, if passed, amend the Investment Objective and Policy of the Company in the manner described above, permit the Board to terminate the Company's currency hedging programme at their sole discretion and adopt the New Articles.
Pursuant to the Articles, the Proposals are deemed to have the effect of modifying the specific rights attached to the Euro Shares, Sterling Shares and US Dollar Shares. Accordingly, it is necessary to convene further, separate Class Meetings with respect to holders of Euro Shares, Sterling Shares and US Dollar Shares to approve the proposed changes to the Investment Objective and Policy and the Company's currency hedging programme and the proposed amendments to the Articles. The Class Meetings in respect of the Euro Shares, Sterling Shares and US Dollar Shares will be held at the offices of BlackRock (Channel Islands) Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR on 18 August 2011 at 11.15 a.m., 11.20 a.m. and 11.25 a.m. respectively (or as soon thereafter as the Extraordinary General Meeting or previous Class Meeting, as applicable, shall have concluded or been adjourned) and the notice convening each of the Class Meetings is set out at the end of this Circular. At the Class Meetings, Special Resolutions will be proposed to approve the changes to the Investment Objective and Policy and the Company's currency hedging programme and to adopt the New Articles. The Special Resolutions will each require the approval of a majority of not less than two thirds of the total voting rights held by the holders of Euro Shares, Sterling Shares or US Dollar Shares (as appropriate) cast at each respective Class Meeting, whether voted by the holders thereof in person or by proxy.
In order to become effective, the Special Resolutions must be approved by the requisite majority of Shareholders at the Extraordinary General Meeting and holders of the Euro Shares, Sterling Shares and US Dollar Shares at the Class Meetings.
The quorum for the Extraordinary General Meeting will be two persons entitled to vote, each being a Shareholder or proxy for a Shareholder or duly authorised representative of a body corporate. If within half an hour after the time appointed for the Extraordinary General Meeting a quorum is not present, the Extraordinary General Meeting shall stand adjourned to the same day in the next week (or if that day is a public holiday in Jersey to the next working day thereafter) at the same time and place and no notice of such adjournment need be given. At the adjourned Extraordinary General Meeting, if a quorum of two persons entitled to vote (as described above) is not present within half an hour from the time appointed for the meeting, one person entitled to vote (as described above) shall constitute a quorum.
The quorum for each of the Class Meetings will be persons holding or representing by proxy at least one-third in number of the issued Shares of the relevant class, each being a Shareholder or proxy for a Shareholder or duly authorised representative of a body corporate. If within half an hour after the time appointed for the relevant Class Meeting, a quorum is not present, the relevant Class Meeting shall stand adjourned to the same day in the next week (or if that day is a public holiday in Jersey to the next working day thereafter) at the same time and place and no notice of such adjournment need be given. At the adjourned Class Meeting, if a quorum of at least one-third in number of the issued Shares of the relevant class is not present within half an hour from the time appointed for the meeting, one person entitled to vote (as described above) shall constitute a quorum.
ACTION TO BE TAKEN BY SHAREHOLDERS
Forms of Proxy
If you are a Shareholder, you will find enclosed with this Circular the Forms of Proxy for use at the Extraordinary General Meeting and the Class Meetings.
Whether or not you intend to be present at the Extraordinary General Meeting and Class Meetings, you are asked to complete the Forms of Proxy in accordance with the instructions printed thereon and to return the Forms of Proxy to the Company's Registrar, Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St. Helier, Jersey JE1 1ES, to arrive by the time and date specified on the Forms of Proxy.
The completion and return of the Forms of Proxy will not preclude you from attending either the Extraordinary General Meeting or the Class Meetings and voting in person if you wish to do so.
12. Recommendation
The Board considers that the Proposals (comprising changes to the Company's Investment Policy and Objective and currency hedging programme and the adoption of the New Articles) are in the best interests of the Company and of Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Special Resolutions to be proposed at the Extraordinary General Meeting and each of the Class Meetings, as the Directors intend to do in respect of their entire beneficial shareholdings of 9,366 Shares, representing 0.072 per cent. of the total number of issued Shares in the Company.
Yours faithfully Colin Maltby Chairman PART II - ADDITIONAL INFORMATION
1. Documents Available for Inspection
Copies of the following documents will be available for inspection at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS and at the registered office of the Company during normal business hours on any Business Day (Saturdays and public holidays excepted) from the date of this Circular until the conclusion of the Extraordinary General Meeting and the Class Meetings and at the place of the Extraordinary General Meeting and the Class Meetings for at least 15 minutes prior to, and during, the relevant meeting.
• the Memorandum and Articles;
• a draft of the proposed New Articles (showing the full terms of the amendments proposed to be made); and
• this Circular.
Copies of these documents are also available free of charge in Jersey from the Company's Registrar, Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES.
The Articles (including the draft of the proposed New Articles showing the full terms of the amendments proposed to be made) will be available at the Extraordinary General Meeting and each of the Class Meetings for at least 15 minutes prior to and during the relevant meeting.
2. Taxation
The following comments are intended only as a general guide to certain aspects of current UK tax law and HM Revenue & Customs' ("HMRC") published practice, both of which are subject to change possibly with retrospective effect. They are of a general nature and do not constitute tax advice and apply only to Shareholders who are resident or ordinarily resident in the UK (except where indicated) and who hold their Shares beneficially as an investment. They do not address the position of certain classes of Shareholders such as dealers in securities, insurance companies or collective investment schemes. Individuals who are Shareholders who are not ordinarily resident in the UK or who are not domiciled in the UK, should note the changes to the taxation of such individuals as contained in the UK Finance Act 2008, as amended, which may result in their being subject to tax in the UK if they dispose of Shares.
Subject to the comments in the next paragraph, any Shareholder who is UK resident or ordinarily resident may, depending on that Shareholder's personal circumstances, be subject to capital gains tax (or, in the case of a corporate Shareholder, corporation tax on chargeable gains) in respect of any gain arising on a disposal (including a redemption or on the liquidation of the Company) of their Shares. For such individuals, capital gains are taxed at a rate of 18 per cent. (for basic rate taxpayers) or 28 per cent. (for higher or additional rate taxpayers). Individuals may, depending on their personal circumstances, benefit from certain reliefs and allowances (including an annual exemption from capital gains which is £10,600 for the tax year 2011/2012). For corporate Shareholders within the charge to UK corporation tax, indexation allowance may apply to reduce any chargeable gain arising on the disposal of Shares but will not create or increase an allowable loss. Shareholders who are not resident or ordinarily resident in the UK for taxation purposes will not normally be liable to UK taxation on chargeable gains arising from the disposal of their Shares unless those Shares are held for the purposes of a trade, profession or vocation through a UK branch, agency or permanent establishment, although they may be subject to foreign taxation depending on their personal circumstances. Individual Shareholders who are temporarily neither resident nor ordinarily resident in the UK for tax purposes may be liable to capital gains tax under tax anti-avoidance legislation.
The treatment described above is based on any gain arising on a disposal of a Shareholder's Shares not being taxed as income under the "offshore fund" rules which apply for the purposes of UK tax legislation. Under current law, if the Company (or any class of Shares) were to be treated for UK taxation purposes as an "offshore fund", gains on disposals of Shares realised by a Shareholder would be taxable as income and not as capital gains. Under current law, neither the Company (nor any class of Shares) should be treated as an "offshore fund".
Shareholders who are subject to tax in a jurisdiction other than the UK or who are in any doubt as to the potential tax consequences of the Proposals for their Shares are strongly recommended to consult their own professional advisers without delay.
The information relating to taxation set out above is a general guide and is not exhaustive. It is based on law and published practice currently in force in the United Kingdom and is subject to changes therein (potentially with retrospective effect).
3. Directors' and other material interests
Insofar as is known to the Company, no Director, nor any of their connected persons, the existence of which is known to, or could with reasonable diligence be ascertained by, such Director whether or not held through another party, has any interest in the share capital of the Company or any options in respect of such capital immediately as at the date of this Circular save as discussed on the table immediately below.
Director No. of Shares Percentage of voting rights Colin Maltby 4,366 Euro Shares 0.031Frank Le Feuvre - -Jonathan Ruck Keene 5,000 Sterling Shares 0.041John Siska - -Philip Smith - -
It is noted that Messrs Ruck Keene and Le Feuvre are employees of BlackRock and, as such, as non-independent Directors are deemed to have an interest in the Company's Investment Management Agreement with the Investment Manager and the Management Agreement with the Manager. Accordingly, Messrs Ruck Keene and Le Feuvre have abstained from all discussions and decisions of the Board in relation to the Investment Manager and the payment of Management Fees.
As at 14 July 2011, the following direct and indirect interests in theCompany's capital had been notified to the Company in accordance with theDisclosure Rules. None of the Company's major Shareholders have any differentor special voting rights.Shareholder Percentage of voting rights BlackRock, Inc.* 15.73%Bupa Insurance Limited 17.31%Weiss Asset Management LP (as 15.24%Investment Manager to Brookdale International Partners LP and Brookdale Global Opportunity Fund) Investec Wealth & Investment Limited 6.92%Investec Asset Management Ltd 14.57%
*includes 1,572,621 Sterling Shares held by L&G Target Return Trust representing 12.17% of the total voting rights.
4. Significant Change
Except as detailed below, there has been no significant change in the trading or financial position of the Company in the period since 31 December 2010, the date of the Company's 2010 Annual Report and Accounts.
The net asset value per US Dollar Share has increased from US$10.16 as at 31December 2010 to US$10.45 as at 8 July 2011 (unaudited), the net asset valueper Euro Share has increased from €9.87 as at 31 December 2010 to €10.16 as at8 July 2011 (unaudited) and the net asset value per Sterling Share hasincreased from £9.89 as at 31 December 2010 to £10.19 as at 8 July 2011(unaudited).15 July 2011 DEFINITIONS "Articles" the articles of association of the Company in force from time to time "Board" or "Directors" the board of directors of the Company whose names are set out in Part I of this Circular "Business Day" a day on which the London Stock Exchange and banks in Jersey are normally open for business "Circular" this document "Class Meeting" the meeting of holders of Euro Shares, Sterling Shares and/or US Dollar Shares (as the context requires) convened for 18 August 2011 (or any adjournment thereof), a notice of which is set out at the end of this Circular "Company" BlackRock Absolute Return Strategies Ltd "CREST" the facilities and procedures for the time being of the relevant system of which Euroclear UK and Ireland Limited has been approved as operator pursuant to the Uncertificated Securities Regulations 2001 (SI 2001 No.2001/3755) of the United Kingdom "Euroclear" the securities settlement and clearing provider Euroclear UK and Ireland Limited, a member of the Euroclear group "Euro Shareholders" holders of Euro Shares "Euro Shares" Shares in the Company denominated in Euros "Extraordinary General the extraordinary general meeting of the Company Meeting" convened for 11.00 a.m. on 18 August 2011 at the offices of BlackRock (Channel Islands) Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR (or any adjournment thereof), notice of which is set out at the end of this Circular "Forms of Proxy" the forms of proxy for use at the Extraordinary General Meeting or Class Meetings, as appropriate "FSA" the Financial Services Authority of the United Kingdom "Investment Objective and the investment objective and policy set out in the Policy" Prospectus "ISA" an individual savings account "Listing Rules" the listing rules made by the FSA for the purposes of Part VI of the UK Financial Services and Markets Act 2000 "Managed Wind-down" the wind-down of the Portfolio as described in this Circular "Management Agreement" the current investment management agreement between the Company and the Manager, as amended "Management Fee" the management fee payable to the Manager under the Management Agreement "Manager" BlackRock (Channel Islands) Limited "Memorandum" the memorandum of association of the Company in force from time to time
"NAV" or "Net Asset Value" the value of the assets of the Company less its
liabilities determined in accordance with the accounting principles adopted by the Company from time to time "Net Asset Value Date" a date on which an estimated or confirmed Net Asset Value per Share is published by the Company "New Articles" the new articles of association of the Company as proposed to be adopted at the Extraordinary General Meeting and the Class Meetings pursuant to the Special Resolutions "Notice of Extraordinary the notice convening the Extraordinary General General Meeting" Meeting, as set out at the end of this Circular "Performance Fee" the performance fee payable to the Manager under the Management Agreement "Portfolio" the Company's portfolio of investments from time to time "Proposals" the proposals described in this Circular "Prospectus" the prospectus of the Company dated 4 April 2008
"Redemption Announcement" the announcements to be made by the Company to
Shareholders in advance of any compulsory redemption "Redemption Date" the date on which a compulsory redemption becomes effective "Redemption Price" the price per Share of each class at which Shares of that class will be redeemed on a particular Redemption Date in connection with the Managed Wind-down as determined by the Directors by reference to the Net Asset Value per Share of the relevant class (as at a Net Asset Value Date selected by the Directors) and adjusted as the Directors consider appropriate
"Redemption Record Date" the close of business on the relevant Redemption
Date or as otherwise set out in the relevant Redemption Announcement "Registrar" Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES "Relevant Percentage" the percentage of each class of Shares to be redeemed by the Company on a given Redemption Date "RIS" a regulatory information service, being one of the service providers listed in Schedule 12 of the Listing Rules "Shareholders" holders of Shares "Shares" the Sterling Shares, the Euro Shares and/or the US Dollar Shares of no par value in the capital of the Company "SIPP" a self-invested pension plan "Special Resolutions" the special resolutions set out in the Notice of Extraordinary General Meeting and each Notice of Class Meetings to be proposed at the Extraordinary General Meeting and each of the Class Meetings, which require a majority representing not less than two thirds of the Shareholders present in person or by proxy and entitled to vote and voting at the appropriate meeting "Sterling Shareholders" holders of Sterling Shares
"Sterling Shares" Shares in the Company denominated in Sterling
"US Dollar Shareholders" holders of US Dollar Shares "US Dollar Shares" Shares in the Company denominated in US Dollars "Valuation Date" the last Business Day of each month BLACKROCK ABSOLUTE RETURN STRATEGIES LTD (a registered closed-ended investment company, incorporated with limited liability under the laws of Jersey with registered number 100291; the "Company") NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at the offices of BlackRock (Channel Islands) Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR at 11.00 a.m. on 18 August 2011 to consider and, if thought fit, to pass the following resolution as a special resolution:
SPECIAL RESOLUTION THAT:
conditional upon the passing of an identical Special Resolution by the Euro Shareholders at a Class Meeting of the holders of Euro Shares, by the Sterling Shareholders at a Class Meeting of the holders of Sterling Shares and the US Dollar Shareholders at a Class Meeting of the holders of US Dollar Shares:
(a) the Company modify its Investment Objective and Policy in the manner described in the Circular sent by the Company to its Shareholders on 15 July 2011;
(b) the Company modify its currency hedging programme in the manner described in the Circular sent by the Company to its Shareholders on 15 July 2011; and
(c) the New Articles, which are drafted to effect the Proposals described in the Circular sent by the Company to its Shareholders on 15 July 2011, be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing Articles in the form presented to the meeting and initialled by the Chairman for the purpose of identification.
Save where the context requires otherwise, the definitions contained in the Circular shall have the same meanings where used in this Special Resolution.
By order of the Board Registered office: BlackRock (Channel Islands) Limited Forum HouseSecretary Grenville Street Jersey Channel Islands, JE1 0BRDate: 15 July 2011Notes:
1. The Company, pursuant to the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those persons entered on the register of members of the Company as at 6.00 p.m. on 16 August 2011 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.00 p.m. on 16 August 2011 shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. If however, the meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company's register of members at 6.00 p.m. on the day two days prior to the adjourned meeting, or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.
2. The following documents will be available for inspection at the Company's registered office, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR, during normal business hours on weekdays (Saturdays and public holidays excluded) and at the place of the Extraordinary General Meeting from 9.00 a.m. on the day of the meeting until its conclusion:
(i) the Memorandum and Articles;
(ii) a draft of the proposed New Articles (showing the full terms of the amendments proposed to be made); and
(iii) this Circular.
3. A member entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and, on a poll, to vote in his/her place. A proxy need not be a member of the Company. If a shareholder wants their proxy to speak on their behalf, they must appoint someone other than the Chairman as their proxy. A shareholder may appoint more than one proxy, provided that the total number of such proxies shall not exceed the total number of shares carrying an entitlement to attend such meeting held by such member. The appointment of a proxy will not preclude members entitled to attend and vote at the meeting (or at any adjournment(s) of the meeting) from doing so in person if they so wish.
4. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If in your proxy form you either select the "Vote withheld" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
5. Under Jersey law, corporations may only appoint one corporate representative. Corporations wishing to allocate their votes to more than one person should use the proxy arrangements.
6. Any person to whom this notice is sent who is a person nominated to enjoy information rights (a "Nominated Person") may, under an agreement between him/ her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 3 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
8. To be valid, an appointment of proxy must be returned using one of the following methods:
(i) in the case of all Shareholders by sending a proxy form (together, if appropriate, with the power of attorney or other written authority under which it is signed or a certified copy of such power or authority) to the office of the Company's registrars, Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES; or
(ii) in the case of Sterling Shareholders who are CREST members only, by utilising the CREST electronic proxy appointment service,
and in each case the appointment of proxy (together with any relevant power/ authority) must be received (or, in the case of the appointment of a proxy through CREST, retrieved by enquiry to CREST in the manner prescribed by CREST) by the Company's registrars not later than 48 hours before the time appointed for holding the meeting.
9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of the meeting by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent [(ID 3RA50)] by the latest time(s) for receipt of proxy appointments specified in note 8 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee by other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
10. The quorum for the Extraordinary General Meeting will be two persons entitled to vote, each being a Shareholder or proxy for a Shareholder or duly authorised representative of a body corporate. If within half an hour after the time appointed for the Extraordinary General Meeting a quorum is not present, the Extraordinary General Meeting shall stand adjourned to the same day in the next week (or if that day is a public holiday in Jersey to the next working day thereafter) at the same time and place and no notice of such adjournment need be given. At the adjourned Extraordinary General Meeting, if a quorum of two persons entitled to vote (as described above) are not present within half an hour from the time appointed for the meeting, one person entitled to vote (as described above) shall constitute a quorum.
11. In order to pass the Special Resolution, a majority representing not less than two thirds of the Shareholders present in person or by proxy and entitled to vote and voting at the meeting must vote in favour of the Special Resolution.
12. To allow effective continuation of the meeting, if it is apparent to the Chairman that no Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, the Chairman may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.
BLACKROCK ABSOLUTE RETURN STRATEGIES LTD (a registered closed-ended investment company, incorporated with limited liability under the laws of Jersey with registered number 100291; the "Company") NOTICE OF A CLASS MEETING OF THE HOLDERS OF EURO SHARES ("CLASS MEETING")
NOTICE IS HEREBY GIVEN that a Class Meeting of the holders of Euro Shares in the Company will be held at the offices of BlackRock (Channel Islands) Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR at 11.15 a.m. on 18 August 2011 (or as soon thereafter as the Extraordinary General Meeting of the Company convened for the same date shall have concluded or been adjourned) to consider and, if thought fit, to pass the following resolution as a special resolution:
SPECIAL RESOLUTION THAT:
conditional upon the passing of an identical Special Resolution by the Shareholders of the Company at an Extraordinary General Meeting of the Company, by the Sterling Shareholders at a Class Meeting of the holders of Sterling Shares and by the US Dollar Shareholders at a Class Meeting of the holders of US Dollar Shares:
(a) the Company modify its Investment Objective and Policy in the manner described in the Circular sent by the Company to its Shareholders on 15 July 2011;
(b) the Company modify its currency hedging programme in the manner described in the Circular sent by the Company to its Shareholders on 15 July 2011; and
(c) the New Articles, which are drafted to effect the Proposals described in the Circular sent by the Company to its Shareholders on 15 July 2011, be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing Articles in the form presented to the meeting and initialled by the Chairman for the purpose of identification.
Save where the context requires otherwise, the definitions contained in the Circular shall have the same meanings where used in this Special Resolution.
By order of the Board Registered office: BlackRock (Channel Islands) Limited Forum HouseSecretary Grenville Street Jersey Channel Islands, JE1 0BRDate: 15 July 2011Notes:
1. The Company, pursuant to the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those persons entered on the register of members of the Company as at 6.00 p.m. on 16 August 2011 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.00 p.m. on 16 August 2011 shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. If however, the meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company's register of members at 6.00 p.m. on the day two days prior to the adjourned meeting, or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.
2. The following documents will be available for inspection at the Company's registered office, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR, during normal business hours on weekdays (Saturdays and public holidays excluded) and at the place of the Extraordinary General Meeting and Class Meetings from 9.00 a.m. on the day of the meeting until its conclusion:
(i) the Memorandum and Articles;
(ii) a draft of the proposed New Articles (showing the full terms of the amendments proposed to be made); and
(iii) this Circular.
3. A member entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and, on a poll, to vote in his/her place. A proxy need not be a member of the Company. If a shareholder wants their proxy to speak on their behalf, they must appoint someone other than the Chairman as their proxy. A shareholder may appoint more than one proxy, provided that the total number of such proxies shall not exceed the total number of shares carrying an entitlement to attend such meeting held by such member. The appointment of a proxy will not preclude members entitled to attend and vote at the meeting (or at any adjournment(s) of the meeting) from doing so in person if they so wish.
4. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If in your proxy form you either select the "Vote withheld" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
5. Under Jersey law, corporations may only appoint one corporate representative. Corporations wishing to allocate their votes to more than one person should use the proxy arrangements.
6. Any person to whom this notice is sent who is a person nominated to enjoy information rights (a "Nominated Person") may, under an agreement between him/ her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 3 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
8. To be valid, an appointment of proxy must be returned by sending a proxy form (together, if appropriate, with the power of attorney or other written authority under which it is signed or a certified copy of such power or authority) to the office of the Company's registrars, Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES, such appointment of proxy (together with any relevant power/authority) to be received by the Company's registrars not later than 48 hours before the time appointed for holding the meeting.
9. The quorum for the Class Meeting will be persons holding or representing by proxy at least one-third in number of the issued Shares of the relevant class, each being a Shareholder or proxy for a Shareholder or duly authorised representative of a body corporate. If within half an hour after the time appointed for the Class Meeting, a quorum is not present, the Class Meeting shall stand adjourned to the same day in the next week (or if that day is a public holiday in Jersey to the next working day thereafter) at the same time and place and no notice of such adjournment need be given. At the adjourned Class Meeting, if a quorum of at least one-third in number of the issued Shares of the relevant class is not present within half an hour from the time appointed for the meeting, one person entitled to vote (as described above) shall constitute a quorum.
10. In order to pass the Special Resolution, a majority representing not less than two thirds of the Shareholders present in person or by proxy and entitled to vote and voting at the meeting must vote in favour of the Special Resolution.
11. To allow effective continuation of the meeting, if it is apparent to the Chairman that no Euro Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, the Chairman may appoint a substitute to act as proxy in his stead for any Euro Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.
BLACKROCK ABSOLUTE RETURN STRATEGIES LTD (a registered closed-ended investment company, incorporated with limited liability under the laws of Jersey with registered number 100291; the "Company") NOTICE OF A CLASS MEETING OF THE HOLDERS OF STERLING SHARES ("CLASS MEETING")
NOTICE IS HEREBY GIVEN that a Class Meeting of the holders of Sterling Shares in the Company will be held at the offices of BlackRock (Channel Islands) Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR at 11.20 a.m. on 18 August 2011 (or as soon thereafter as the Extraordinary General Meeting of the Company convened for the same date shall have concluded or been adjourned) to consider and, if thought fit, to pass the following resolution as a special resolution:
SPECIAL RESOLUTION THAT:
conditional upon the passing of an identical Special Resolution by the Shareholders of the Company at an Extraordinary General Meeting of the Company, by the Euro Shareholders at a Class Meeting of the holders of Euro Shares and by the US Dollar Shareholders at a Class Meeting of the holders of US Dollar Shares:
(a) the Company modify its Investment Objective and Policy in the manner described in the Circular sent by the Company to its Shareholders on 15 July 2011;
(b) the Company modify its currency hedging programme in the manner described in the Circular sent by the Company to its Shareholders on 15 July 2011; and
(c) the New Articles, which are drafted to effect the Proposals described in the Circular sent by the Company to its Shareholders on 15 July 2011, be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing Articles in the form presented to the meeting and initialled by the Chairman for the purpose of identification.
Save where the context requires otherwise, the definitions contained in the Circular shall have the same meanings where used in this Special Resolution.
By order of the Board Registered office: BlackRock (Channel Islands) Limited Forum HouseSecretary Grenville Street Jersey Channel Islands, JE1 0BR Date: 15 July 2011 Notes:
1. The Company, pursuant to the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those persons entered on the register of members of the Company as at 6.00 p.m. on 16 August 2011 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.00 p.m. on 16 August 2011 shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. If however, the meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company's register of members at 6.00 p.m. on the day two days prior to the adjourned meeting, or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.
2. The following documents will be available for inspection at the Company's registered office, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR, during normal business hours on weekdays (Saturdays and public holidays excluded) and at the place of the Extraordinary General Meeting and Class Meetings from 9.00 a.m. on the day of the meeting until its conclusion:
(i) the Memorandum and Articles;
(ii) a draft of the proposed New Articles (showing the full terms of the amendments proposed to be made); and
(iii) this Circular.
3. A member entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and, on a poll, to vote in his/her place. A proxy need not be a member of the Company. If a shareholder wants their proxy to speak on their behalf, they must appoint someone other than the Chairman as their proxy. A shareholder may appoint more than one proxy, provided that the total number of such proxies shall not exceed the total number of shares carrying an entitlement to attend such meeting held by such member. The appointment of a proxy will not preclude members entitled to attend and vote at the meeting (or at any adjournment(s) of the meeting) from doing so in person if they so wish.
4. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If in your proxy form you either select the "Vote withheld" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
5. Under Jersey law, corporations may only appoint one corporate representative. Corporations wishing to allocate their votes to more than one person should use the proxy arrangements.
6. Any person to whom this notice is sent who is a person nominated to enjoy information rights (a "Nominated Person") may, under an agreement between him/ her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 3 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
8. To be valid, an appointment of proxy must be returned using one of the following methods:
(i) by sending a proxy form (together, if appropriate, with the power of attorney or other written authority under which it is signed or a certified copy of such power or authority) to the office of the Company's registrars, Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES; or
(ii) in the case of CREST members, by utilising the CREST electronic proxy appointment service,
and in each case the appointment of proxy (together with any relevant power/ authority) must be received (or, in the case of the appointment of a proxy through CREST, retrieved by enquiry to CREST in the manner prescribed by CREST) by the Company's registrars not later than 48 hours before the time appointed for holding the meeting.
9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of the meeting by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent [(ID 3RA50)] by the latest time(s) for receipt of proxy appointments specified in note 8 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee by other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
10. The quorum for the Class Meeting will be persons holding or representing by proxy at least one-third in number of the issued Shares of the relevant class, each being a Shareholder or proxy for a Shareholder or duly authorised representative of a body corporate. If within half an hour after the time appointed for the Class Meeting, a quorum is not present, the Class Meeting shall stand adjourned to the same day in the next week (or if that day is a public holiday in Jersey to the next working day thereafter) at the same time and place and no notice of such adjournment need be given. At the adjourned Class Meeting, if a quorum of at least one-third in number of the issued Shares of the relevant class is not present within half an hour from the time appointed for the meeting, one person entitled to vote (as described above) shall constitute a quorum.
11. In order to pass the Special Resolution, a majority representing not less than two thirds of the Shareholders present in person or by proxy and entitled to vote and voting at the meeting must vote in favour of the Special Resolution.
12. To allow effective continuation of the meeting, if it is apparent to the Chairman that no Sterling Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, the Chairman may appoint a substitute to act as proxy in his stead for any Sterling Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.
BLACKROCK ABSOLUTE RETURN STRATEGIES LTD (a registered closed-ended investment company, incorporated with limited liability under the laws of Jersey with registered number 100291; the "Company") NOTICE OF A CLASS MEETING OF THE HOLDERS OF US DOLLAR SHARES ("CLASS MEETING")
NOTICE IS HEREBY GIVEN that a Class Meeting of the holders of US Dollar Shares in the Company will be held at the offices of BlackRock (Channel Islands) Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR at 11.25 a.m. on 18 August 2011 (or as soon thereafter as the Extraordinary General Meeting of the Company convened for the same date shall have concluded or been adjourned) to consider and, if thought fit, to pass the following resolution as a special resolution:
SPECIAL RESOLUTION THAT:
conditional upon the passing of an identical Special Resolution by the Shareholders of the Company at an Extraordinary General Meeting of the Company, by the Sterling Shareholders at a Class Meeting of the holders of Sterling Shares and by the Euro Shareholders at a Class Meeting of the holders of Euro Shares:
(a) the Company modify its Investment Objective and Policy in the manner described in the Circular sent by the Company to its Shareholders on 15 July 2011;
(b) the Company modify its currency hedging programme in the manner described in the Circular sent by the Company to its Shareholders on 15 July 2011; and
(c) the New Articles, which are drafted to effect the Proposals described in the Circular sent by the Company to its Shareholders on 15 July 2011, be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing Articles in the form presented to the meeting and initialled by the Chairman for the purpose of identification.
Save where the context requires otherwise, the definitions contained in the Circular shall have the same meanings where used in this Special Resolution.
By order of the Board Registered office: BlackRock (Channel Islands) Limited Forum HouseSecretary Grenville Street Jersey Channel Islands, JE1 0BR Date: 15 July 2011 Notes:
1. The Company, pursuant to the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those persons entered on the register of members of the Company as at 6.00 p.m. on 16 August 2011 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.00 p.m. on 16 August 2011 shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. If however, the meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company's register of members at 6.00 p.m. on the day two days prior to the adjourned meeting, or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.
2. The following documents will be available for inspection at the Company's registered office, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR, during normal business hours on weekdays (Saturdays and public holidays excluded) and at the place of the Extraordinary General Meeting and Class Meetings from 9.00 a.m. on the day of the meeting until its conclusion:
(i) the Memorandum and Articles;
(ii) a draft of the proposed New Articles (showing the full terms of the amendments proposed to be made); and
(iii) this Circular.
3. A member entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and, on a poll, to vote in his/her place. A proxy need not be a member of the Company. If a shareholder wants their proxy to speak on their behalf, they must appoint someone other than the Chairman as their proxy. A shareholder may appoint more than one proxy, provided that the total number of such proxies shall not exceed the total number of shares carrying an entitlement to attend such meeting held by such member. The appointment of a proxy will not preclude members entitled to attend and vote at the meeting (or at any adjournment(s) of the meeting) from doing so in person if they so wish.
4. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If in your proxy form you either select the "Vote withheld" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
5. Under Jersey law, corporations may only appoint one corporate representative. Corporations wishing to allocate their votes to more than one person should use the proxy arrangements.
6. Any person to whom this notice is sent who is a person nominated to enjoy information rights (a "Nominated Person") may, under an agreement between him/ her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 3 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
8. To be valid, an appointment of proxy must be returned by sending a proxy form (together, if appropriate, with the power of attorney or other written authority under which it is signed or a certified copy of such power or authority) to the office of the Company's registrars, Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES, such appointment of proxy (together with any relevant power/authority) to be received by the Company's registrars not later than 48 hours before the time appointed for holding the meeting.
9. The quorum for the Class Meeting will be persons holding or representing by proxy at least one-third in number of the issued Shares of the relevant class, each being a Shareholder or proxy for a Shareholder or duly authorised representative of a body corporate. If within half an hour after the time appointed for the Class Meeting, a quorum is not present, the Class Meeting shall stand adjourned to the same day in the next week (or if that day is a public holiday in Jersey to the next working day thereafter) at the same time and place and no notice of such adjournment need be given. At the adjourned Class Meeting, if a quorum of at least one-third in number of the issued Shares of the relevant class is not present within half an hour from the time appointed for the meeting, one person entitled to vote (as described above) shall constitute a quorum.
10. In order to pass the Special Resolution, a majority representing not less than two thirds of the Shareholders present in person or by proxy and entitled to vote and voting at the meeting must vote in favour of the Special Resolution.
11. To allow effective continuation of the meeting, if it is apparent to the Chairman that no US Dollar Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, the Chairman may appoint a substitute to act as proxy in his stead for any US Dollar Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.
XLONRelated Shares:
Smo Gold