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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Aida FD Eur | LSE:AIDE | London | Ordinary Share | GG00B1KBGP61 | EURO ORD SHS USD0.025 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.165 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMAIDP TIDMAIDU TIDMAIDE RNS Number : 4836U Aida Fund Limited 25 June 2009 Not for release, publication or distribution, in whole or in part, in or into or from Australia, Canada, Japan, South Africa or the United States or any other jurisdiction where such release, publication or distribution would constitute a violation of the relevant laws or regulations of such jurisdiction 25 June 2009 The Aida Fund Limited Preliminary announcement of proposals to establish an open ended fund, improve the liquidity profile of the portfolio and restructure the Aida Fund Introduction * The Aida Fund is developing proposals to reflect the change in market conditions and circumstances since it was first listed. The proposals will improve the liquidity profile of the portfolio and provide eligible investors with the choice of holding their investment in an open ended or a closed ended format.A circular providing full details of the proposals and requisitioning the necessary shareholder meetings is expected to be posted within 30 days. General * The Aida Fund continues to offer an attractive investment proposition, providing access for investors to a diversified portfolio of some of the best investment funds in the market whilst enforcing a rigorous and disciplined approach to risk management and fund selection. * The portfolio comprises investments in substantial hedge funds with strong long term track records across a broad range of investment strategies. * The Aida Fund has been reducing the leverage used for investment purposes since December 2008. It is expected that such leverage will have been eliminated by 30 June 2009 and will not be reinstated. * The estimated year to date performance to the end of May of the Aida Fund's US Dollar denominated share class is (0.10) per cent. Overview of the Proposals * The proposals, which are subject to regulatory approval, include providing eligible investors with choice as to how they can hold their investment by the formation of a new open ended vehicle which will be called The Aida Open Ended Fund Limited in addition to the existing closed ended Aida Fund. * The core existing assets of the Aida Fund will be transferred to the Aida Open Ended Fund which will make all future investments. The investment policy will be substantially in line with the existing investment policy of the Aida Fund. * The Aida Open Ended Fund will only invest in underlying funds which have, at a minimum, an annual liquidity opportunity at the time the investment is made. * Those investments within the current portfolio that are not expected to meet the new liquidity criteria will be transferred to a separate 'side-pocket'. * Eligible existing shareholders will be provided with an opportunity to elect to transfer their investment in the Aida Fund to the Aida Open Ended Fund. * A shareholder in the Aida Open Ended Fund will be able on a quarterly basis to elect to redeem all or a proportion of their investment at realisable net asset value (being the cash received from the underlying investments) less applicable costs. On receipt of a redemption request, Aida Capital will partition a pro-rated share of the underlying investments, redeem the investments and return cash to the redeeming shareholder in stages once received from redeeming the investments. The directors will have the discretion to provide shareholders with monthly rather than quarterly elections. * The existing Aida Fund will continue as a closed ended fund and will become a feeder into the Aida Open Ended Fund for those shareholders for whom there are advantages in investing in such a structure. It is intended that it will continue to be listed and traded on the London Stock Exchange. Its name will be changed to The Aida Closed Ended Fund Limited. The Aida Closed Ended Fund will invest all or substantially all of its investment funds in shares in the Aida Open Ended Fund. * The Aida Open Ended Fund and the Aida Closed Ended Fund will only offer a US Dollar currency class and the existing Euro and Sterling share classes in the Aida Closed Fund will be converted to the US Dollar share class. The investment portfolio is invested in US Dollars. Currency hedging attributable to the Euro and Sterling currency share classes results in the potential requirement to convert the most liquid assets in the investment portfolio into cash to settle currency hedging commitments. Such hedging activity therefore has the potential to affect the balance and liquidity profile of the investment portfolio. * There will be a flat management fee (charged only at the Aida Open Ended Fund level and not at the Aida Closed Ended Fund level) and no performance fee. Further details of the Aida Open Ended Fund. The Aida Open Ended Fund's principal investment objective will be to achieve capital growth through investment in a diverse series of investment funds and will be substantially in line with the Aida Fund's current investment policy. Key characteristics of the Aida Open Ended Fund will include: An enhanced underlying liquidity profile The Aida Open Ended Fund will only invest in underlying funds which have, at least, an annual liquidity opportunity. The Aida Open Ended Fund will operate guidelines with respect to limits on the liquidity profile of its portfolio of underlying funds as follows: * a minimum of 30 per cent by value will offer redemption opportunities within 30 days of notice being given to the underlying fund; and * a minimum of a further 30 per cent by value will offer redemption opportunities within 90 days of notice being given to the underlying fund; and * the balance will offer redemption opportunities on at least an annual basis. It is expected that the guidelines will be met by the first quarter of 2010. Providing shareholders with the opportunity on a quarterly basis to convert to a redemption share class Holders of ordinary shares in the Aida Open Ended Fund will be able to convert some or all of their ordinary shares into redemption shares on a quarterly basis (or monthly at the discretion of the directors) upon giving not less than 45 days notice and subject to a minimum value of redemption elections being received. On any quarter date on which ordinary shares are converted into redemption shares the pro-rata proportion of the Aida Open Ended Fund's portfolio of assets attributable to such ordinary shares will be notionally allocated to the redemption shares to be issued on that date. Aida Capital will then redeem the underlying assets attributable to such redemption shares. Upon cash being received by the Aida Open Ended Fund from the realisation of these assets it will be paid to the holders of such redemption shares net of costs and expenses. The first such payment will be made after approximately 45 days of such redemption shares being issued. Payments will be made thereafter on a staged basis as the underlying assets are realised. To the extent that the Aida Open Ended Fund receives subscription money from investors wishing to acquire ordinary shares as well as redemption notices from investors seeking to dispose of ordinary shares Aida Capital may use such subscription money to redeem such ordinary shares at net asset value less costs. Similarly Aida Capital may allocate an amount of subscription money equal to the net asset value of the assets attributable to a redemption class less costs and reallocate the assets to the ordinary shares. At the absolute discretion of the directors and the investment manager and subject to the agreement of the underlying funds a shareholder may request via the redemption process that upon the relevant redemption date the portion of the Aida Open Ended Fund's assets relating to the ordinary shares that they have elected to convert to redemption shares will be transferred to them. If this is not possible they will receive the appropriate number of redemption shares. The directors will have the discretion to provide shareholders with the ability to elect to convert ordinary shares to redemption shares on a monthly rather than quarterly basis. Separation of assets that are not expected to satisfy the new liquidity criteria Investments within the current portfolio that are not expected to meet the new liquidity criteria as outlined above will be transferred to a separate side-pocket and a class of shares attributable to such side-pocket which will held by investors who are shareholders in the Aida Open Ended Fund (including the Aida Closed Ended Fund) when the proposals are implemented. Shareholders will not be entitled to redeem their side-pocket shares, or to convert such side-pocket shares into redemption shares. However as the assets in the side-pocket class are realised side-pocket shares will be converted into ordinary shares. Aida Capital estimates that, initially, assets representing approximately 20 per cent of the net asset value of the Aida Fund will be held within the side-pocket share class. It is estimated that these assets will be redeemed as to 20 per cent by June 2010, 40 per cent by June 2011 and the balance by 2015. Single currency class To ensure that the funds do not become unbalanced due to currency movements and the potential requirement to liquidate assets to make payments in connection with such currency hedging the Aida Open Ended Fund will only have US Dollar denominated shares in issue. Transfer to the Aida Open Ended Fund from the Aida Closed Ended Fund Eligible shareholders who wish to transfer their investment from the Aida Closed Ended Fund to the Aida Open Ended Fund (by redeeming their shares in the Aida Closed Ended Fund in return for a transfer to them of shares in the Aida Open Ended Fund) will be provided with an opportunity to do so upon or shortly after the proposals become effective. Subsequent to this eligible shareholders may request that, at the absolute discretion of the directors, they be permitted to convert their shareholding from the Aida Closed Ended Fund to the Aida Open Ended Fund. Transfer to the Aida Closed Ended Fund from the Aida Open Ended Fund Shareholders may elect to transfer their shareholding from the Aida Open Ended Fund to the Aida Closed Ended Fund on any quarter day by giving not less than 45 days notice. Listing The Aida Open Ended Fund will seek a listing on the Channel Islands Stock Exchange. Fees The will be no performance fees charged. The fee structure for the Aida Open Ended Fund will comprise management fees based on net asset value. Further details of the Aida Closed Ended Fund - the existing corporate entity The Aida Closed Ended Fund will act solely as a feeder fund for the Aida Open Ended Fund and, hence, will invest all of its investment funds in the shares of the Aida Open Ended Fund. Investment policy The investment policy of the Aida Closed Ended Fund will be to invest all or substantially all of its assets in the Aida Open Ended Fund to gain exposure to the Open Ended Fund's investment strategy, which will be substantially similar to the Aida Fund's existing investment policy. Side-pocket shares As noted above, the Aida Closed Ended Fund will as a result of the implementation of the proposals hold side-pocket shares (as well as ordinary shares) in the Aida Open Ended Fund. Accordingly, existing shareholders in the Aida Closed Ended Fund will also following implementation of the proposals hold ordinary shares and side-pocket shares in the Aida Closed Ended Fund. Continuation vote The articles of incorporation will be amended to require the Directors to convene an extraordinary general meeting of the Aida Closed Ended Fund, the first of which will be held at the end of 2015 (or earlier if such an extraordinary general meeting is requisitioned by shareholders holding not less than 10 per cent of the issued share capital of the Aida Closed Ended Fund), and thereafter at five yearly intervals, at which a resolution will be put to shareholders to continue the Aida Closed Ended Fund. This will replace the Aida Closed Ended Fund's existing discount floor provision, which requires a continuation vote to be put to shareholders if the shares in the Aida Closed Ended Fund trade below a certain discount during its financial year, and will thereby provide what the board believes to be a more flexible and appropriate basis for the continued operation of the Aida Closed Ended Fund following implementation of the proposals. Liquidity Shareholders in the Aida Closed Ended Fund will continue, as now, to have no right to require redemption of their shares. Shareholders who wish to realise their ordinary shares otherwise than pursuant to the winding up of the Closed Ended Fund may be able to do so by selling their ordinary shares in the open market. The directors may also elect to buy back ordinary shares at such price and on such terms as they may in their absolute discretion determine, provided always that the purchase price for an ordinary share is lower than the then prevailing net asset value per ordinary share. Side-pocket shares in the Aida Closed Ended Fund will not be listed or traded on the London Stock Exchange. Such side-pocket shares will be converted into ordinary shares in the Closed Ended Fund as side-pocket shares in the Aida Open Ended Fund held by the Aida Closed Ended Fund are converted into ordinary shares in the Aida Open Ended Fund. Eligible shareholders may request that, at the absolute discretion of the directors, they be permitted to convert their shareholding from the Aida Closed Ended Fund to the Aida Open Ended Fund. Conversion to a single currency class To ensure that the Aida Closed Ended Fund does not become unbalanced due to currency movements and the potential requirement to liquidate assets to make payments in connection with such currency hedging both the Euro and Sterling shares will be converted into US Dollar denominated shares which will be the only class in issue. Listing It is intended that the ordinary shares of Aida Closed Ended Fund will continue to be listed and traded on the London Stock Exchange. Circular to shareholders The directors and their advisers are continuing to develop the proposals to enable them to be put to shareholders. A circular outlining the proposals and containing notices convening the relevant shareholder meetings is expected to be posted to shareholders within 30 days. Takeover Code considerations The UK Takeover Code (the "Code") applies to the Aida Closed Ended Fund. Under Rule 9 of the Code, any person who acquires an interest (as such term is defined in the Code) in shares which, taken together with shares in which he and persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Code is normally required to make a general offer to all of the remaining shareholders to acquire their shares. Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. but does not hold shares carrying more than 50 per cent. of the voting rights of such company, a general offer will normally be required if any further interests in shares are acquired by any such person. Such an offer would have to be made in cash at a price not less than the highest price paid by him, or by any member of the group of persons acting in concert with him, for any interest in shares in the company during the 12 months prior to the announcement of the offer. Under Rule 37.1 of the Code, any increase in the percentage holding of a shareholder which results from a company redeeming its own shares is also treated as an acquisition for the purposes of Rule 9 of the Code. This would ordinarily mean that the redemption of shares in the Aida Closed Ended Fund in exchange for the transfer of shares in the Aida Open Ended Fund pursuant to an election by an existing shareholder in the Aida Closed Ended Fund to switch his investment to the Aida Open Ended Fund could (except in the case of a shareholder who elects to exchange a proportion of his shares at least equal to the overall proportion of shares in the Aida Closed Ended Fund in respect of which switching requests are received by the Aida Closed Ended Fund) result in such shareholder being obliged to make an offer for the remaining shares in the Aida Closed Ended Fund. However, the UK Takeover Panel (the "Panel") has confirmed to the Aida Closed Ended Fund that: (a)except in the case of a shareholder who is a director or the investment manager of the Aida Closed Ended Fund (or whose relationship with the investment manager or any one or more directors is such that the shareholder is, or is presumed to be, acting in concert for the purposes of the Code with any of the directors or the investment manager), a shareholder will, subject to (b) below, not be required to make an offer for the remaining shares in the Aida Closed Ended Fund if as a result of the implementation of the proposals he holds an interest in shares in the Aida Closed Ended Fund which carry 30 per cent. or more of the voting rights in the Aida Closed Ended Fund (although a shareholder should contact the Panel if this situation occurs); and (b)A shareholder will not be able to rely on (a) above if he acquires further interests in shares at a time when he knew or, as a result of public statements as to the intentions of any other shareholder(s), ought reasonably to have known, that such acquisition would result in his being interested following implementation of the proposals in shares carrying 30 per cent or more of the voting rights in the Aida Closed Ended Fund. In the event of any doubt shareholders should contact the Panel. Shareholders who do not elect to exchange all of their shares in the Aida Closed Ended Fund for shares in the Aida Open Ended Fund should note that subsequent to the implementation of the proposals, they will be subject, in acquiring further interests in shares in the Aida Closed Ended Fund, to the provisions of Rule 9 of the Code. For these purposes the percentage of voting rights in which a shareholder will be interested will be calculated by reference to the number of shares in the Aida Closed Ended Fund in issue following implementation of the proposals. Consequently, if as a result of the implementation of the proposals a shareholder (together with persons acting in concert with him) is interested in shares in the Aida Closed Ended Fund which in aggregate carry not less than 30 per cent. but does not hold shares in the Aida Closed Ended Fund carrying more than 50 per cent. of the voting rights in the Aida Closed Ended Fund, and such shareholder subsequently acquires any further interests in shares in the Aida Closed Ended Fund, he may be required to make a general offer for the remaining shares in the Aida Closed Ended Fund pursuant to Rule 9 of the Code. +-----------------------------------------------+------------------------------+ | Enquiries: | | +-----------------------------------------------+------------------------------+ | Aida Capital | +44 20 7600 7500 | | Nicholas Oppenheim | | | Colin Clark | | +-----------------------------------------------+------------------------------+ | | | +-----------------------------------------------+------------------------------+ This press announcement is for information only and should be read in connection with the full details of the proposals to be published in the circular to be sent to shareholders before making any investment decision. The proposals will be subject to the approval of the relevant regulatory bodies. Any offer contained in this press announcement to exchange shares in the Aida Closed Ended Fund for shares in the Aida Open Ended Fund is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate it; (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iv) any other person in the United Kingdom to whom it is lawful to communicate it (each a "Relevant Person"). Any person who is not a Relevant Person will be unable to exchange shares in the Aida Closed-Ended Fund for shares in the Aida Open-Ended Fund. Any person applying to exchange shares in the Aida Closed Ended Fund for shares in the Aida Open-Ended Fund will be required to represent and agree that they are a Relevant Person. This information is provided by RNS The company news service from the London Stock Exchange END MSCGRGDLRGDGGCU
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