1st Feb 2013 18:11
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Ashmore Global Opportunities Limited ("AGOL" or the "Company")
a Guernsey incorporated and registered limited liability closed-ended investment company with a Premium Listing of its US Dollar and Sterling share classes on the Official List.
Managed wind-down Proposal
1 February 2013
The Board of AGOL announces that it will shortly be publishing a circular (the "Circular") convening an EGM to approve proposals for a managed wind-down of the Company`s portfolio (the "Proposals").
Under the Proposals the Board is seeking to:
1. change the investment objective of the Company with a view to realising the Company's assets in an orderly manner and returning cash to shareholders;
2. amend the Articles to facilitate a regular, quarterly return of cash to shareholders and remove the continuation vote; and
3. provided 1 and 2 are approved, amend the terms of the Investment Management Agreement ("IMA") between the Company and Ashmore Investment Management Limited ("Investment Manager").
Benefits of the Proposals
The Board believes that the revised investment objective, pursuant to which the value realised from the Company's portfolio will on a quarterly basis over a period of years be returned to shareholders, represents the most effective way of enabling shareholders to realise the value of their investment in the Company.
The Investment Manager has agreed to revised terms of the IMA which are aligned with AGOL`s restated investment objective.
Background
The Board, following consultation with the Investment Manager and its financial and legal advisers, and having also consulted with major shareholders, believes that now is the appropriate time to change the Company's investment objective as, despite the efforts of the Board and the Investment Manager, the Company's Shares continue to trade at a significant discount to their NAV per share ("NAV").
Accordingly, the Board announced on 16 November 2012 that it was reviewing options to address the structural issue of the discount, and on 12 December 2012 announced that it would be consulting with shareholders on such options including on the structure of a managed wind-down of the Company and a realisation of the Company's assets over time.
Capital return strategy
The Company's portfolio is at present invested approximately 85% in funds managed by the Investment Manager ("Funds") and approximately 15% in three direct investments. Approximately 70% of the portfolio is invested in Special Situations, mainly in five Special Situations funds, which by the date of the EGM will, where applicable, all have reached or be shortly reaching the end of their investment periods and in the three direct investments, which are all co-investments with the Special Situations funds. For those Funds which are still in their investment period, the Company may be required to make further capital commitments in respect of amounts which are currently undrawn.
Conditional upon the approval of the Proposals by shareholders, the Board intends to distribute shortly after 31 March 2013 the cash and liquid funds currently available for distribution by the Company to shareholders by way of a pro rata redemption of shares at NAV.
The Board will make subsequent quarterly distributions to shareholders once investments are realised and the proceeds of such realisations are received by the Company. The Board will make quarterly distributions, by way of pro rata redemptions of shares based on the Company's NAV at 31 March 2013, 30 June 2013, 30 September 2013, 31 December 2013 and quarterly thereafter, provided the Company holds cash or cash equivalent proceeds at such quarter end of at least $10 million. The Board may also make distributions by way of dividends or otherwise return capital to shareholders.
The Board expects that approximately $60 million will be available for distribution to shareholders shortly after 31 March 2013, a further approximately $75 million will be realised during the following six months and, including the above mentioned distributions, in total approximately 50% of the current NAV will be available for distribution by 31 December 2014. The remaining portfolio is expected to be realised beyond this date and may take three further years or longer.
Investment Management Agreement
The Investment Manager will be managing the orderly realisation process over time by seeking appropriate exit values for assets. The Board believes that the continued appointment of the Investment Manager is important to achieving these aims and the Board and the Investment Manager have agreed, subject to shareholder approval of the Proposals, to restructure the Investment Manager's management and incentive fee arrangements in a manner appropriate to the circumstances of a managed wind-down.
It is proposed that key provisions of the IMA will be amended as follows from the date on which shareholders approve all of the Proposals:
(i) from 13 December 2014 (being the first date with effect from which the existing IMA could have been terminated without the Company being liable to reimburse the Investment Manager for the IPO expenses paid by the Investment Manager) the existing management fee structure of 2% of NAV per year will be replaced with a structure by which the Company only pays management fees at the rate levied at the underlying Fund level and an annual management fee of 1% levied on the Company's direct investments;
(ii) the period for which the current charge of 4% is payable to the Investment Manager on distributions made by the Company to reimburse the Investment Manager for its upfront payment of the IPO expenses will run up to the distribution in respect of the NAV at 30 June 2014. Thereafter, there will be no such charge on distributions. Distributions up to the amount of any increase in the Company's NAV for 2013 will be exempt from the 4% charge;
(iii) the sole termination event shall be that either party may terminate its appointment if the Company enters liquidation; and
(iv) no recharges for ancillary services (such as monthly reporting and other investor relations services), which have been running at an annual rate of about £100,000, will be paid to the Investment Manager who will provide a reduced level of such services as commensurate with an investment company in managed wind-down.
There will be no change to the performance fee arrangements currently payable by the Company in respect of gains on its direct investments and the arrangements as regards incentive fees payable by Funds will also remain unchanged.
Further details of the Proposals will be published in the Circular in due course, following the required regulatory processes.
Board and Listing
The Company's director employed by the Investment Manager has waived his director's fees and the other directors have volunteered a reduction in their fees so that, if shareholders approve the Proposals, from 31st March 2013 directors' fees will be running at an annual rate £58,000 lower than in 2012. As soon as practicable after the Board is satisfied with the progress of the managed wind-down, the Board intends to reduce its size and thus reduce further its cost.
Many shareholders have indicated that they wish to continue to benefit from the listing of the Company's shares on the London Stock Exchange. As changes take place in the shareholder base, the Board will keep under review whether the retention of the listing justifies its cost.
Enquiries:
William SimmondsJ.P. Morgan CazenoveTel: 020 7742 4000
Gay CollinsMartin ForrestMHP CommunicationsTel: 020 3128 8100
Related Shares:
AGOL.L