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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Prosperity Rus. | LSE:PRDF | London | Ordinary Share | GG00B1LT5744 | ORD USD0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.7175 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMPRDF
14 December 2011
Prosperity Russia Domestic Fund Limited ("PRDF" or the "Company")
Results of the Extraordinary General Meeting
The Board of PRDF is pleased to announce that, at the Extraordinary General
Meeting held earlier today in Guernsey, the resolutions required to permit the
continuation of the operations of the Company as an open-ended Cayman mutual
fund listed on the Irish Stock Exchange were passed.
A summary of the three proposed special resolutions and one proposed ordinary
resolution, together with the results of the poll, is set out below. Resolution
1 was not passed. Resolutions 2 and 3 were passed. Due to the conditionality of
Resolution 4 on the result of Resolution 3, Resolution 4 was not passed, despite
meeting the required voting threshold.
+---------------------------------------------+-----------+-----------+--------+
| | | | |
| | | | |
| | FOR | AGAINST |WITHHELD|
| | | | |
| | | | |
+---------------------------------------------+-----------+-----------+--------+
|SPECIAL RESOLUTIONS | | | |
+---------------------------------------------+-----------+-----------+--------+
|1. Commencement of an orderly realisation of |24,448,006 |203,252,016|260,000 |
|the Company's assets and, within 12 months of| | | |
|the resolution being adopted, a second | | | |
|special resolution of the Company to be | | | |
|proposed to wind up the Company. | | | |
+---------------------------------------------+-----------+-----------+--------+
|2. Amendment of the Company's articles of |208,253,064|19,706,958 | 0 |
|incorporation to permit a migration of the | | | |
|Company to the Cayman Islands. | | | |
+---------------------------------------------+-----------+-----------+--------+
|3. Conditional on Resolution 2 being passed |208,253,064|19,706,958 | 0 |
|(and Resolution 1 not being passed), approval| | | |
|of the following steps: | | | |
| | | | |
|(i) cancellation of the admission to trading | | | |
|of the Company's Ordinary Shares on AIM; | | | |
| | | | |
|(ii) removal of the Company from the Register| | | |
|of Companies in Guernsey and the registration| | | |
|of the Company as an exempted company on the | | | |
|Cayman Islands Register of Companies; | | | |
| | | | |
|(iii) adoption of the New Memorandum and | | | |
|Articles; | | | |
| | | | |
|(iv) conversion of the Company to a Cayman | | | |
|Islands open-ended mutual fund; | | | |
| | | | |
|(v) conversion and re-designation of the | | | |
|Ordinary Shares into Series A Shares; | | | |
| | | | |
|vi) creation of a new series of ordinary | | | |
|shares in the capital of the Company, to be | | | |
|designated the Series B Shares; | | | |
| | | | |
|(vii) adoption and issuance of the New | | | |
|Information Memorandum; | | | |
| | | | |
|(viii) application for the issued Series A | | | |
|Shares and the Series B Shares to be issued | | | |
|to be admitted to the Official List of, and | | | |
|to trading on the Main Market of, the Irish | | | |
|Stock Exchange Limited; | | | |
| | | | |
|(ix) application for registration of the | | | |
|Company as an open-ended mutual fund, under | | | |
|section 4(3) of the Cayman Islands Mutual | | | |
|Funds Law (Revised) of the Cayman Islands; | | | |
|and | | | |
| | | | |
|(x) authorisation of the Directors to do | | | |
|such other acts and things and to execute | | | |
|such documents, on behalf of the Company, | | | |
|deemed necessary or desirable in order to | | | |
|implement the Proposals. | | | |
+---------------------------------------------+-----------+-----------+--------+
|ORDINARY RESOLUTION | | | |
+---------------------------------------------+-----------+-----------+--------+
|4. Conditional on Resolutions 1 and 3 not |205,692,016|22,268,006 | 0 |
|being passed, the Company to continue its | | | |
|operations pursuant to its existing | | | |
|structure, investment objectives and | | | |
|arrangements and, in substitution for the | | | |
|requirement to hold an annual continuation | | | |
|vote, hold a continuation vote at the annual | | | |
|general meeting of the Company in 2014 and | | | |
|every three years thereafter. | | | |
+---------------------------------------------+-----------+-----------+--------+
Commenting, Sir David Kinloch, Chairman said:
"The Board is very pleased to have received over 91% of votes cast in favour of
the special resolutions relating to the continuation of the operations of the
Company as an open-ended Cayman mutual fund, listed on the Irish Stock
Exchange. The Board believes that these proposals will address the issue
relating to the Company's shares trading at a large discount to NAV Per Share,
and will also provide the Company's shareholders with greater liquidity in
respect of their investment."
Following the passing of Resolutions 2 and 3, the Company will now put in place
and take the actions necessary to obtain the regulatory and other approvals and
consents required in connection with the key steps and events set out in the
expected timetable of events below:
+-----------------------------------------+------------------------------------+
|Last day of dealing in the Ordinary |Thursday 16 February 2012 |
|Shares | |
+-----------------------------------------+------------------------------------+
|Closure of the Company's share register |5.00 p.m. on Thursday 16 February |
| |2012 |
+-----------------------------------------+------------------------------------+
|Cancellation of admission of the Ordinary|7.00 a.m. on Friday 17 February 2012|
|Shares to trading on AIM | |
+-----------------------------------------+------------------------------------+
|Migration of the Company to the Cayman | |
|Islands, adoption of the New Memorandum | |
|and Articles, conversion from a closed- |On or around close of business on |
|ended to an open-ended company, |Friday 17 February 2012 |
|conversion of the Ordinary Shares to | |
|Series A Shares and creation of the | |
|Series B Shares | |
+-----------------------------------------+------------------------------------+
|Listing of the issued Series A Shares and|8.00 a.m. on Monday 20 February 2012|
|Series B Shares to be issued on the ISE | |
+-----------------------------------------+------------------------------------+
|Application for registration of the | |
|Company with CIMA as a regulated mutual |Monday 20 February 2012 |
|fund | |
+-----------------------------------------+------------------------------------+
The definitions used in this announcement are the same as those used in the
announcement giving notice of the EGM on 18 November 2011, unless the context
otherwise requires.
Enquiries:
Prosperity Capital Management Limited (Cayman office)
Elly Wordsworth
Tel: +1 345 745 8500
Email: ew@prosperitycapital.com
Prosperity Capital Management (UK) Limited
Leon Santos
Tel: +44 20 7299 6950
Email: ls@prosperitycapital.com
Kleinwort Benson (Channel Islands) Fund Services Limited
Matt Tostevin / Rosemary Osborne-Burns
Tel: +44 1481 710607
KPMG Corporate Finance (Nominated Adviser)
Tom Franks / Helen Roxburgh
Tel: +44 20 7311 1000
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for PRDF as nominated adviser in relation to the matters set out in this
announcement and is not acting for any other person in relation to these
matters. KPMG Corporate Finance will not be responsible to anyone other than
PRDF for providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement.
The Company is an authorised closed-ended collective investment scheme domiciled
in Guernsey. Neither the Guernsey Financial Services Commission nor the States
of Guernsey Policy Council take any responsibility for the financial soundness
of the Company or for the correctness of any of the statements made or opinions
expressed with regard to it.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Prosperity Russia Domestic Fund Limited via Thomson Reuters ONE
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