TIDMPRDF
Notification of Extraordinary General Meeting
18 November 2011
Prosperity Russia Domestic Fund Limited ("PRDF" or the "Company")
Continuation Vote
Cancellation of Admission of the Ordinary Shares to Trading on AIM
Migration from Guernsey to the Cayman Islands
Adoption of New Memorandum and Articles of Association
Conversion from a Closed-Ended to an Open-Ended Company
Conversion of the Ordinary Shares into Series A Shares
Creation of the Series B Shares
Issue of New Information Memorandum
Listing of the Series A Shares and the Series B Shares on the Irish Stock
Exchange
Registration as an Open-Ended Mutual Fund with CIMA
and
Notice of Extraordinary General Meeting
Summary
Prosperity Russia Domestic Fund Limited is coming to the stage of its investment
programme where, in accordance with its AIM admission document, a continuation
vote is required to decide on the future of the company.
The Board is today proposing and recommending to Shareholders a continuation of
the company, but with a revised capital structure intended to address the
liquidity and discount issues set out further below in this announcement, by way
of migration and conversion to an open-ended Cayman mutual fund listed on the
Irish Stock Exchange, and with the creation of a new series of shares, the
series B shares, which will be available for subscription.
Both the Board and Prosperity Capital Management Limited ("PCM"), the manager of
the Company, believe that there is continued room for expansion in the market
despite recent volatility. Through the Moscow-based team of analysts and sector
specialists of the Prosperity Capital Management (RF) Limited, the adviser to
PCM, PCM has access to in-depth research on CIS markets and companies, all
indicating a continued increase in consumer and government spending in Russia
and other CIS countries. PCM firmly believes that the Company is well
positioned to benefit from growth in the domestic consumer and capital
investment sectors in Russia and other CIS countries.
The Board is therefore calling an Extraordinary General Meeting for 2.00 p.m. on
Wednesday 14 December 2011, at which there will be three possible options to
vote for. Shareholders are urged to complete and return the Proxy Form as soon
as possible, and in any event by no later than 2.00 p.m. on Monday 12 December
2011, irrespective of whether or not they intend to be present at the EGM:
1. Orderly Realisation (Resolution 1)
This is a special resolution which is required to be put to Shareholders, under
the company's AIM admission document, to commence an orderly realisation of the
Company's assets with a view to winding up the company (which would require a
second special resolution) within twelve months of the resolution.
The Board recommends that Shareholders vote against this resolution.
2. Recommended Proposals (Resolutions 2 and 3)
These are 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 recommends that Shareholders vote in favour of these two resolutions.
3. Continuation with Three Year Vote (Resolution 4)
This is an ordinary resolution for the Company to continue in its current form,
but with an amendment that there will be a new continuation vote in three years
(and every three years thereafter) instead of annually.
The Board recommends that Shareholders vote in favour of this resolution as a
preferred alternative to Resolution 1 and as a fall-back position in the event
that Resolutions 2 and 3 are not passed.
The definitions set out at the end of this announcement apply throughout this
announcement unless the context otherwise requires.
Introduction
As stated in the Admission Document, the Company is required to put to the vote
of Shareholders, by no later than the fifth anniversary of the Admission Date,
the option of realising the Company's investments and winding up the Company.
Pursuant to this requirement, the Company is today announcing its proposals to
Shareholders that the Company (i) cancel the admission of the Ordinary Shares to
trading on AIM, (ii) migrate from Guernsey to the Cayman Islands, (iii) adopt
the New Memorandum and Articles, (iv) convert the Company from a closed-ended to
an open-ended company, (v) convert and re-designate the issued Ordinary Shares
into Series A Shares, (vi) create a new series of ordinary shares in the capital
of the Company designated as the Series B Shares, (vii) issue the new
Information Memorandum, which contains the proposed terms on which the Company
would operate as an open-ended mutual fund under section 4(3) of the Mutual
Funds Law (Revised) of the Cayman Islands, and the terms of the offer of the
Series B Shares, (viii) list the issued Series A Shares and the Series B Shares
to be issued on the ISE and (ix) register the Company with CIMA as an open-ended
mutual fund.
The Board has been concerned for some time about the discount that has existed
between the NAV Per Share and the traded Ordinary Share price, which reflects
the fact that the Company is closed-ended. Therefore, on 15 September 2011, the
Company announced its intention to propose to Shareholders to convert the
Company from a closed-ended to an open-ended company. Such conversion also
reflects the increased liquidity of the Company's portfolio of securities.
Given that the Cayman Islands offer an efficient and cost-effective regulatory
structure for the Company to operate as an open-ended company, the Board is
proposing that the Company be migrated to, and registered as an open-ended
mutual fund in, the Cayman Islands.
As a result of the proposal to convert the Company to an open-ended company, the
Shares, as shares of an open-ended investment company, would no longer be
eligible for admission to trading on AIM. Therefore, the Company is seeking a
cancellation of admission of the Ordinary Shares to trading on AIM as the first
step in implementing the Proposals. Since some Shareholders may not be
permitted to hold unlisted securities, the Board is also proposing that,
following Migration and Conversion, the issued Series A Shares and the Series B
Shares to be issued be listed on the Irish Stock Exchange. Following the ISE
Admission, the Company will seek registration as an open-ended mutual fund with
CIMA.
Shareholders should note the Expected Timetable of Events which appears later in
this announcement, which sets out the timing of various actions in relation to
the implementation of the Proposals.
Shareholders have today been sent:
a. A circular intended to provide Shareholders with details of the matters set
out in this announcement, together with a notice of the EGM ("Circular");
b. a Proxy Form in respect of the notice of the EGM;
c. a draft Information Memorandum, which contains the proposed terms on which
the Company would operate as an open-ended mutual fund under section 4(3) of
the Mutual Funds Law (Revised) of the Cayman Islands, and the terms of the
offer of the Series B Shares; and
d. a draft of the New Memorandum and Articles, to be adopted by the Company on
Migration.
Background
The Company is a closed-ended authorised collective investment company
incorporated in Guernsey on 29 December 2006. The Ordinary Shares were admitted
to trading on AIM on 21 February 2007.
The Board continues to believe that the Company is well positioned to benefit
from investing in a portfolio of carefully selected investments in the domestic
sectors of Russia and other CIS countries over the longer term, in spite of
recent extreme volatility in the international and Russian markets. This view
is based, in particular, on the Board's belief that the domestic economies of
Russia and other CIS countries are likely to continue to offer attractive
opportunities for growth, combined with generally low financial leverage, whilst
substantially benefitting from the on-going corporate restructuring and
consolidation process taking place within the region. On this basis, the Board
believes that the investment opportunity is attractively valued.
Prosperity Capital Management Limited, the Manager, also believes there will
continue to be substantial growth in the domestic consumer and capital
investment sectors in Russia and other CIS countries, which will be determined
by, inter alia, (a) the continued increase in the disposable income of consumers
in such countries and (b) further increases in fixed capital investment
following decades of under-investment during the Soviet era across many sectors.
Furthermore, it is the Manager's view that the ongoing modernisation of
businesses and consolidation within industries and sectors in Russia and other
CIS countries are key drivers of productivity growth, which could be an
important source of shareholder gains. Access to both the Manager's in-depth
internal research and its shareholder activism are cornerstones of the Company's
strategy for pursuing its investment objective.
The audited Net Asset Value and the traded Ordinary Share price increased by
56.4 per cent. and 65.7 per cent., respectively, in the period beginning 31
December 2009 and ending 31 December 2010. The unaudited Net Asset Value and
the traded Ordinary Share price decreased by 28.1 per cent. and 34.3 per cent.,
respectively, in the period beginning 31 December 2010 and ending 11 November
2011, the last NAV release prior to publication of this document. Such period
was one in which CIS and international markets generally were extremely
volatile. As at 11 November 2011, the Company had net assets of US$248.50
million and a market capitalisation of US$194.25 million.
In light of the matters set out above and, given the long-term track record of
the Manager in Russia and other CIS countries, both the Board and the Manager
believe that the Proposals present an opportunity to solve the issue relating to
the Ordinary Shares trading at a large discount to NAV Per Share, referred to
above, and to provide Shareholders with more liquidity in respect of their
investment.
The Board has considered a number of options available to the Company, taking
into account, inter alia, the following matters:
* the discount that has existed between the NAV Per Share and the traded
Ordinary Share price on AIM, and the preference for some Shareholders to
value their holdings at net asset value rather than marking them to market;
* the relatively low liquidity of the Ordinary Shares when compared to the
liquidity of the Company's underlying investments;
* the cost-effective structure available for operating as an open-ended
company in the Cayman Islands. If the Company wished to convert to an open-
ended company in Guernsey, its current jurisdiction of establishment, it
would be required to appoint a Guernsey-based custodian, in addition to the
Global Custodian and local Russian custodian currently providing their
services to the Company, which would add to the Company's operating costs.
There are no equivalent requirements for a Cayman open-ended mutual fund;
and
* the value to some investors, who may not be permitted to hold unlisted
securities, of seeking a listing for the Shares on the Irish Stock
Exchange.
Accordingly, the Board, having taken advice from KPMG Corporate Finance and the
Manager, is recommending that Shareholders approve resolutions to continue the
operations of the Company pursuant to the Proposals.
The Resolutions Being Proposed at the EGM
There are three special resolutions and one ordinary resolution to be proposed
at the EGM, dealing with three separate options.
1. Orderly Realisation (Resolution 1 - Special Resolution)
The Board recommends Shareholders voteAGAINST Resolution 1.
The Directors are required to put forward Resolution 1 to comply with the
requirements in the Admission Document.
This resolution, if adopted, would result in the commencement of an orderly
realisation of the Company's assets and, within 12 months of this resolution
being adopted (or such other period as the Directors agree), a second special
resolution would be proposed to wind up the Company.
Resolution 1 will require not less than 75 per cent. of the votes cast to vote
in favour, in order for it to be passed.
For the reasons given in this announcement and the Circular, the Board believes
that a realisation of the Company's assets and, following the passing of a
subsequent special resolution, voluntarily winding up the Company, would not be
in the best interests of Shareholders at this time.
2. Recommended Proposals (Resolutions 2 and 3 - Special Resolutions)
The Board recommends that Shareholders voteIN FAVOUR of BOTH Resolution 2 and
Resolution 3.
In order to implement the Proposals, two special resolutions (Resolutions 2 and
3, set out below) will need to be passed. The specific terms of these
resolutions are set out in the notice for the EGM at the end of this document.
A summary of the contents of these resolutions is set out below:
a. in Resolution 2, as a preliminary step required by Cayman Islands law, the
Company's articles of incorporation must be amended to permit a migration of
the Company to the Cayman Islands;
b. in Resolution 3, which is conditional on Resolution 2 being passed (and
Resolution 1 not being passed), approval is being sought for the following
steps forming part of the Proposals:
i. cancellation of the admission to trading of the Ordinary Shares on AIM prior
to Migration, to be effective on such date as the Directors decide (which is
anticipated to be at 7.00 a.m. GMT on Friday 17 February 2012);
ii. removal of the Company from the Register of Companies in Guernsey pursuant
to Part VII of the Companies (Guernsey) Law, 2008, as amended, and
registration of the Company as an exempted company on the Cayman Islands
register of companies, at the Effective Time (which is anticipated to be on
Friday 17 February 2012), subject to satisfying the statutory solvency test
and obtaining requisite consents and approvals (other than the approval of
the Guernsey Registrar of Companies);
iii. adoption of the New Memorandum and Articles, to become effective at the
Effective Time;
iv. conversion of the Company to a Cayman Islands open-ended mutual fund, to
become effective at the Effective Time;
v. conversion and re-designation of the Ordinary Shares into Series A Shares
(with the rights and obligations set out in the New Memorandum and
Articles), to become effective at the Effective Time;
vi. creation of a new series of ordinary shares in the capital of the Company,
to be designated the Series B Shares (with the rights and obligations set
out in the New Memorandum and Articles), to become effective at the
Effective Time;
vii. adoption and issuance of the new Information Memorandum (substantially in
the form of the draft circulated to Shareholders and subject to such
amendment as any one or more Directors may approve), to become effective
on Monday 20 February 2012 (or as the Directors shall otherwise
determine);
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
Securities Market of, the Irish Stock Exchange (with ISE Admission
anticipated on Monday 20 February 2012);
ix. application for registration of the Company as an open-ended mutual fund,
under section 4(3)(a)(ii) of the Mutual Funds Law (Revised) of the Cayman
Islands (which is anticipated on Monday 20 February 2012, after
confirmation of the ISE Admission); 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 by any one or more Directors in order to implement the Proposals.
Resolutions 2 and 3 will each require not less than 75 per cent. of the votes
cast to vote in favour, in order for each of them to be passed.
Resolution 2 must be passed to satisfy Cayman Islands law requirements for
Migration. The adoption of Resolution 3, referred to above, is conditional on
the adoption of Resolution 2, in order to implement the Proposals.
If Resolutions 2 and 3 are passed, the steps required to be taken in order to
implement the Proposals are set out below, in the section headed "Other Steps
Required if the Proposals Are Adopted".
3. Continuation with Three Year Vote (Resolution 4 - Ordinary Resolution)
The Board recommends that Shareholders voteIN FAVOUR of Resolution 4.
Resolution 4 is conditional on Resolutions 1, 2 and 3 not being passed.
Resolution 4, which is summarised below, is being proposed, in the event that:
* Resolution 1, for the commencement of an orderly realisation of the
Company's assets, is not passed
* Resolution 3, for the adoption of the Proposals, is also not passed.
The Board is recommending that you vote in favour of Resolution 4 as the
preferred alternative to Resolution 1 in the event that Resolutions 2 and 3 are
not passed and the Proposals are not adopted.
In proposing Resolution 4, the Board is seeking approval from Shareholders for
the Company to continue its operations pursuant to its existing structure,
investment objective and arrangements, and also proposing that a continuation
vote be held going forward every three years, instead of annually, as currently
contemplated in the Admission Document. If adopted, this proposed amendment to
the provisions in the Admission Document would mean that the next continuation
vote would be held on the three-year anniversary of the date of the EGM and then
every three years after the last general meeting at which the continuation vote
was considered.
If the Company continues its operations in its current form, the Board considers
that the requirement to hold an annual continuation vote would provide
uncertainty to Shareholders, could directly impact the investment management of
the Company and, ultimately, could have a negative effect on the performance of
the Company. The Board, having taken advice from the Manager, considers that a
continuation vote every three years would allow Shareholders the flexibility to
realise their investment should they wish to do so, while putting the Company in
a better position to benefit from the Manager's investment management expertise,
so as to seek to build up capital gains.
Resolution 4 will require a simple majority (being 50 per cent. plus one vote)
of the votes cast to vote in favour, in order for it to be passed. It is
conditional on Resolutions 1 and 3 not being passed. Therefore, even if
Shareholders vote in favour of Resolution 4 with the requisite majority, it will
not be passed if either of Resolutions 1 or 3 are passed.
If Resolution 4 is passed and becomes effective, the Board will continue to
monitor and take steps to manage any discount that may arise between the NAV Per
Share and the traded Ordinary Share price in accordance with the Admission
Document.
Position if None of the Resolutions is Passed
If none of the resolutions proposed in the notice for the EGM is passed, the
Company will continue to operate in its current form and a further continuation
vote will be put to Shareholders no later than 21 February 2013 in accordance
with the terms of the Admission Document.
Other Steps Required if the Proposals Are Adopted
If Resolutions 2 and 3 are passed, the following summarises the additional steps
which will be required to be undertaken in order to implement the Proposals.
Cancellation of Admission of the Ordinary Shares to Trading on AIM
It is intended that the admission to trading of the Ordinary Shares on AIM will
be cancelled with effect from 7.00 a.m. GMT on Friday 17 February 2012.
Shareholders will be able to carry out dealings in the Ordinary Shares on AIM
up to close of trading on Thursday 16 February 2012. At the time of
cancellation of admission to trading of the Ordinary Shares on AIM, the ISIN for
the Ordinary Shares will be disabled in CREST and Shareholders holding their
Ordinary Shares through CREST will no longer be able to trade them. The
Ordinary Shares will be moved from the Uncertificated section to the
Certificated section of the Register, maintained by the Registrar, in
preparation for the migration of the Register to the New Administrator. The New
Administrator will receive the Register from the Registrar on or around Friday
17 February 2012. Shareholders will not receive a share certificate in relation
to their Ordinary Shares. The New Administrator will provide to each holder of
Series A Shares a statement of its holding of Series A Shares, reconciled
against its holding of Ordinary Shares prior to Migration and Conversion.
Further details about the procedure for moving the Ordinary Shares out of CREST
and their registration as Series A Shares in the Register, once the Company is
domiciled in the Cayman Islands, are given below in the section headed
"Registration and Settlement Procedures on the AIM Cancellation".
Migration
If Resolutions 2 and 3 are passed in relation to the Proposals, Migration is
conditional upon, inter alia, the following approvals and consents in Guernsey:
a. the Board being satisfied that the Company is able to satisfy the usual
statutory solvency test requirements under the Guernsey Law;
b. confirmation from Her Majesty's Procureur and the Guernsey Administrator of
Income Tax that they have no objection to the removal of the Company from
the Guernsey register of companies;
c. consent to Migration being obtained from the GFSC; and
d. revocation by the GFSC of the Company's authorisation as an authorised
closed-ended collective investment scheme.
From a Cayman Islands perspective, the transfer of the Company is required to be
approved in accordance with the Company's current memorandum and articles of
incorporation and, as noted above, the Company's existing articles of
incorporation need to be amended, as a first step, to permit a migration into
the Cayman Islands.
The migration from Guernsey is expected to occur at a point prior to 5.00 p.m.
GMT on Friday 17 February 2012, at which time the Company will be removed from
the Guernsey register of companies and will be registered as an exempted company
in the register of companies in the Cayman Islands on the same day. Conversion
will take place at the same time.
Under the Guernsey Law, the removal of the Company from the Guernsey register of
companies does not create a new legal person, or prejudice or affect the
identity or continuity of the legal person constituted by the Company. In
addition, inter alia, upon removal of the Company from the Guernsey register of
companies, all property and rights to which the Company was entitled immediately
before removal from the Guernsey register of companies remain its property and
rights, and the Company remains subject to all contracts, debts and other
obligations to which it was subject immediately before its removal from the
Guernsey register of companies.
Under Cayman Islands law, from the date of registration of the Company by way of
continuation (i.e., re-domiciliation) as an exempted Cayman Islands company
limited by shares, the Company continues as a body corporate for all purposes as
if incorporated and registered as an exempted company under Cayman Islands
companies law and has, inter alia, (i) the capacity to perform all the functions
of an exempted company, (ii) the capacity to sue and be sued, (iii) perpetual
succession and (iv) the power to acquire, hold and dispose of property.
Shareholders will have such liability to contribute to the assets of the
Company on its winding-up as is provided for under Cayman Islands companies law.
A migration into the Cayman Islands does not (x) operate to create a new legal
entity, prejudice or affect the identity or continuity of the Company as
previously constituted, (y) affect the property of the Company, or (z) affect
any appointment made, resolution passed or any other thing done in relation to
the Company pursuant to a power conferred by the constitutional documents of the
Company or by the laws of Guernsey, the jurisdiction under which the Company was
previously incorporated, registered, or existing.
Conversion
Shareholders will not be required to do anything in relation to the conversion
of their Ordinary Shares into Series A Shares. However, Shareholders' attention
is drawn to the steps they may need to take in relation to the registration and
settlement of their Series A Shares, as noted in the section headed
"Registration and Settlement Procedures on the AIM Cancellation" below.
In due course, Shareholders may be asked to provide to the New Administrator
such information as the New Administrator may require in relation to applicable
laws and regulations, including in relation to anti-money laundering legislation
and regulations.
Shareholders should note that the Registrar may be required to request identity
verification documentation in connection with the removal of the Ordinary Shares
from CREST. Also, pending verification of a Shareholder's identity (including
that of any beneficial owner(s)) to the satisfaction of the New Administrator
and, if applicable, the Registrar, the Company and the Administrator, the
relevant Shareholder's account will be frozen and no transactions will be
effected. In the event that the identification procedures have not been
completed within 60 Business Days of the Effective Time, the Company may, at its
discretion, compulsorily redeem such Shareholder's interest in the Company in
accordance with the redemption provisions summarised in this document and set
out in the Information Memorandum.
ISE Admission
Application has been filed with the Irish Stock Exchange for listing which is to
be completed following Migration and Conversion. The ISE Admission remains
subject to, inter alia, final approval of the draft Information Memorandum by
the ISE (including any further required amendments) and submission of final
ancillary documents to the ISE. Further details of the ISE listing requirements
are set out in the section headed "Key Changes Following Migration and
Conversion and Important Considerations for Shareholders - ISE Listing" below.
The Series A Shares and the Series B Shares (issued and to be issued) are
expected to be admitted to listing on the ISE with effect from the commencement
of trading of the ISE at 8.00 a.m. GMT on or around Monday 20 February 2012.
However, it is not anticipated that an active secondary market will develop for
the Shares on the ISE and, therefore, the only method of transacting the Shares
will be through the subscription and redemption process as set out on in the
Information Memorandum and summarised below in the sections headed "Key Changes
Following Migration and Conversion and Important Considerations for Shareholders
- Subscriptions" and " - Redemptions".
Registration and Settlement Procedures on the AIM Cancellation
If the Proposals are approved and are implemented then, following the AIM
Cancellation, the Ordinary Shares will be moved from the Uncertificated section
to the Certificated section of the Register. Share certificates will not be
issued to Shareholders prior to Migration.
From Conversion, Series A Shares and Series B Shares will be held in registered
form and share certificates will not be issued. Shareholders may hold their
Series A Shares or Series B Shares through Euroclear or Clearstream. Any
Shareholders who currently hold Ordinary Shares in Certificated form should note
that their share certificates will no longer be valid following Conversion.
Shareholders who do not already have, whether directly or through their
custodian, a Euroclear or Clearstream account, and who wish to hold their Shares
through Euroclear or Clearstream, will have to apply for an account with
Euroclear or Clearstream. To open an account with Euroclear or Clearstream,
Shareholders are asked to contact Euroclear or Clearstream, or a custodian who
has an account with Euroclear or Clearstream for holding securities of its
clients, as soon as possible. The process of opening an account with such a
custodian, or with Euroclear or Clearstream, may take some time.
Please note that Shareholders who do not have an existing relationship with
Euroclear, Clearstream or a custodian referred to in the preceding paragraph (as
applicable) will be required to provide identification verification
documentation to verify their identity (including that of any beneficial
owner(s) underlying the account) for anti-money laundering purposes, subject to
any exemptions that may apply. The New Administrator will contact those
investors who may be required to provide identification verification
documentation to make appropriate arrangements.
For further information on registration and settlement procedures, Shareholders
should contact:
a. the Client Services desk at Euroclear/FundSettle on +32 2 326 4670;
b. the Client Services desk at Clearstream on +352 2430; or
c. Leon Santos at Prosperity Capital Management (UK) Limited on: +44 (0)
207 299 6950.
Shareholders should submit their instruction at least 15 Business Days prior to
the Effective Time (i.e., by no later than close of business GMT on Wednesday
25 January 2012), in order to enable their Series A Shares to be received into
their Euroclear/FundSettle or Clearstream account as of Monday 20 February 2012.
Key Changes Following Migration and Conversion and Important Considerations for
Shareholders
If the Proposals are adopted, some of the key changes to the Company, following
the Proposals taking effect, are summarised below. Shareholders' attention is
also drawn to the contents of the draft Information Memorandum and Circular.
The information in the draft Information Memorandum is subject to updating,
completion, revision and amendment.
Current Investment Objective to Continue Under the Proposals
The Company will continue to pursue its current investment objective of
achieving capital growth by investing in a portfolio of securities issued by
companies in the sectors of the domestic economies of Russia and other CIS
countries which are benefiting from the increase in consumer demand and capital
investment in such countries.
The Company will continue to seek to fulfil its investment objective by making
investments primarily in small and medium-sized companies in (i) the domestic
consumer sectors, such as retail and consumer goods, (ii) sectors which enable
domestic consumer growth, such as banking and (iii) sectors related to capital
investment, such as telecoms, power, construction, maintenance services and
cement manufacture. However, the Company may invest in other sectors of the
economies of Russia and other CIS countries which are benefiting from the
increase in consumer demand and capital investment in such countries.
Investment will be directed towards companies considered attractive from a
fundamental value and growth perspective.
Current Investment Restrictions to Continue Under the Proposals
The Company will continue to adhere to its current investment restrictions,
subject to minor amendments to comply with the requirements of the ISE.
Terms and Conditions Applicable to the Company after Migration and Conversion
The terms and conditions applicable to the Company following Migration and
Conversion are set out in the draft Information Memorandum. Certain key changes
are summarised below for the benefit of Shareholders and a comparison of the key
features of the Company before and after Migration and Conversion are set out in
the Circular.
Series A Shares and Series B Shares
Upon Migration and Conversion, including the adoption by the Company of the New
Memorandum and Articles, the current issued Ordinary Shares will be converted
and re-designated as Series A Shares, with the rights and obligations set out in
the New Memorandum and Articles.
Once the Company commences operations as an open-ended mutual fund, Series A
Shares may be redeemed, but no further Series A Shares will be issued.
New subscribers will be issued with Series B Shares, which may be redeemed on
the same terms as the Series A Shares. This is to permit a fair and equitable
manner of calculating fees between current Shareholders and new subscribers
following Migration and Conversion. A separate NAV Per Share will be calculated
for the Series A Shares and the Series B Shares.
Performance Fee
The Board is also proposing that the mechanism for calculating the Performance
Fee payable to the Manager be amended to reflect the open-ended nature of the
Company following Migration and Conversion, and the fact that the Series A
Shares and the Series B Shares will have separate NAV Per Share and Performance
Fee calculations, which will, however, be based on the same calculation
methodology, as set out below.
The changes to the calculation methodology for the Performance Fee will apply as
of Conversion, and the Management Agreement will be amended and restated to
reflect the new calculation methodology set out below as of such date.
The Performance Fee will be calculated on a Share by Share basis, by reference
to the performance of each Share over each Reference Period, as follows:
Series A Shares
The Performance Fee in respect of any Series A Share is payable in respect of
any Reference Period where the Total Return Per Series A Share is greater than
each of (a) the Series A Share High Water Mark and (b) the 12% Hurdle Point for
such Series A Share. Where this is the case, the Performance Fee shall be an
amount equal to, with respect to each Series A Share:
i. if the 12% Hurdle Point has been achieved, but the 25% Hurdle Point has not
been achieved, in respect of such Series A Share, 5/13th of the Total
Return Per Series A Share in excess of the amount required to achieve the
12% Hurdle Point; or
ii. if the 25% Hurdle Point has been achieved in respect of such Series A
Share, the sum of (x) 5/13th of the Catch-Up Proceeds and (y) 20% of the
Excess Proceeds
provided in either case that the Performance Fee in respect of any
Reference Period shall be no greater than 20% of the excess of (A) the Total
Return Per Series A Share over (B) the Series A Share High Water Mark.
Series B Shares
The Performance Fee in respect of any Series B Share is payable in respect of
any Reference Period where the Total Return Per Series B Share is greater than
each of (a) the Series B Share High Water Mark and (b) the 12% Hurdle Point for
such Series B Share. Where this is the case, the Performance Fee shall be an
amount equal to, with respect to each Series B Share:
i. if the 12% Hurdle Point has been achieved, but the 25% Hurdle Point has not
been achieved, in respect of such Series B Share, 5/13th of the Total
Return Per Series B Share in excess of the amount required to achieve the
12% Hurdle Point; or
ii. if the 25% Hurdle Point has been achieved in respect of such Series B
Share, the sum of (x) 5/13th of the Catch-Up Proceeds and (y) 20% of the
Excess Proceeds
provided in either case that the Performance Fee in respect of any Reference
Period shall be no greater than 20% of the excess of (A) the Total Return Per
Series B Share over (B) the Series B Share High Water Mark.
Minimum Investment
The minimum investment in the Series B Shares, by way of a subscription or a
transfer of Shares, will be US$1,000,000. The Company may accept an initial
investment of a lower amount, in the Company's discretion, but not less than
US$100,000.
Shareholders of Ordinary Shares who, upon Migration and Conversion, have
holdings of Series A Shares with an aggregate value of less than US$100,000 will
be permitted to continue to hold or transfer all (but not a portion) of such
Shares. Subject to the preceding sentence, transfers of existing holdings of
Series A Shares are subject to the Series A Shares transferred having a minimum
value of US$100,000 at the time of transfer.
Subscriptions
Investors may, on any Dealing Day, subscribe for Series B Shares at the
Subscription Price for the Series B Shares. Series A Shares are closed to
further subscriptions. Investors applying to subscribe for Series B Shares must
submit a Subscription Form to the New Administrator and ensure that cleared
funds are received in full by the New Administrator, in respect of all the
Series B Shares to be subscribed, by no later than close of business on the
Business Day falling immediately before the relevant Dealing Day. Where cleared
funds are received after the relevant time, they will be applied to subscribe
for Series B Shares on the next succeeding Dealing Day. Any interest earned on
the subscription moneys is for the account of the Company.
The Directors may suspend the issue of Series A Shares and Series B Shares (as
the case may be) in such circumstances as they think fit. Further explanation
of circumstances where such suspension may occur is set out in the draft
Information Memorandum in the section headed "Suspension of Subscriptions,
Redemptions and Calculation of Net Asset Value".
Subscription Forms submitted to the New Administrator shall be irrevocable other
than with the prior consent of the Company, acting in its absolute discretion.
Redemptions
A Shareholder may redeem Shares of any series at the Redemption Price for Shares
of such series by submitting a completed Redemption Form to the New
Administrator at least six weeks in advance of the Dealing Day on which it
wishes to redeem such Shares, subject to the discretion of the Company to accept
shorter notice.
Where a Shareholder submits a Redemption Form to redeem in excess of 50% of the
Shares it holds of any series on any Dealing Day, the Company may redeem 50% of
such Shares on such Dealing Day, with the remainder of such Shares being
redeemed on the next succeeding Dealing Day (subject to the provisions of the
following paragraph). For the avoidance of doubt, the restriction on redemption
referred to in the preceding sentence shall apply in relation to each series
separately. In respect of the first Dealing Day only, being the last Business
Day of March 2012, Shareholders are required to give notice of redemption no
later than five Business Days following the date of the Information Memorandum.
In addition to the foregoing, in respect of each Dealing Day in 2012 only, the
Company will accept redemption requests in respect of Shares having, in
aggregate, a Redemption Price equal to not more than 20% of the Net Asset Value
as at the Valuation Point for such Dealing Day (calculated after the application
of the limit referred to in the preceding paragraph in respect of redemptions by
a Shareholder of the Shares it holds in any series on any Dealing Day). In the
event that, in respect of any such Dealing Day, the Company receives redemption
requests in respect of Shares having, in aggregate, a Redemption Price equal to
more than 20% of the Net Asset Value as at the Valuation Point for such Dealing
Day, each such request will be scaled back pro rata such that the aggregate
Redemption Price in respect of the Shares accepted for redemption on such
Dealing Day shall equal 20% of the Net Asset Value as at the Valuation Point for
such Dealing Day. Shares tendered but not accepted for redemption on any
Dealing Day by operation of the scaling back mechanism referred to in the
preceding sentence will be deemed tendered for redemption at the next succeeding
Dealing Day and will be subject to such scaling provision (if applicable) as if
such Shares were the subject of a redemption request submitted in respect of
such next succeeding Dealing Day, and the same procedure shall apply in respect
of any portion of Shares tendered for redemption which are further scaled back
on such next succeeding Dealing Day. Any Shares tendered for redemption which
are still subject to scaling back as at the last Dealing Day of 2012 will be
redeemed on the first Dealing Day of 2013, from which the scaling back mechanism
described in this paragraph will no longer apply.
For the avoidance of doubt, the redemption limits referred to in each of the two
preceding paragraphs may be applied in respect of the same redemption request
where both limits are applicable.
The Directors may suspend the redemption of Series A Shares and Series B Shares
(as the case may be) in such circumstances as they think fit. Further
explanation of the circumstances where such suspension may occur is set out in
the draft Information Memorandum in the section headed "Suspension of
Subscriptions, Redemptions and Calculation of Net Asset Value".
Redemption Forms submitted to the New Administrator shall be irrevocable other
than with the prior consent of the Company, acting in its absolute discretion.
Service Provider Agreements
If the Proposals are adopted, the Company will terminate its agreements with
certain of its service providers and either amend existing agreements or enter
into new agreements with other of its current service providers or with new
service providers, to reflect the change of its structure to that of a Cayman
Islands open-ended mutual fund. Details of the new agreements and the changes
to the existing arrangements, other than in respect of the New Administrator,
are set out in the draft Information Memorandum enclosed with this document.
The identity of the New Administrator will be notified to Shareholders prior to
Migration and Conversion. It is anticipated that the New Administrator will be
appointed in place of the Administrator, with effect from Conversion, on
substantially the same terms and conditions as apply in respect of the Company's
current administration arrangements.
If the Proposals are not adopted, the Company will in any event appoint the New
Global Custodian in place of the Global Custodian, which appointment the Company
would expect to make in 2012.
Taxation
A discussion of certain Guernsey, United Kingdom and United States federal
income tax considerations relating to Migration and Conversion and an investment
in the Company following Migration and Conversion is set out in the Circular.
In addition, information about certain other tax considerations relevant in the
United Kingdom, the Cayman Islands, Russia, the United States and Cyprus
following Migration and Conversion is set out in the draft Information
Memorandum.
ISE Listing
Following the ISE Admission, the Company will be required to comply with the ISE
Investment Funds Listing Requirements and Procedures. Shareholders may view
these on the ISE's website (www.ise.ie).
Corporate Governance
The Company intends that the independent Board, together with the duly
constituted committees thereof, will remain as currently constituted for at
least one year following the date of Migration and Conversion. However, certain
of the corporate governance principles that currently apply to the Company will
change as a result of Migration, as follows:
City Code
The City Code currently applies to the Company. Shareholders should note that,
if the Shareholders approve the continuation of the operations of the Company
and its current investment objective and strategy as an open-ended mutual fund
domiciled in the Cayman Islands at the EGM, on implementation of the Migration,
the Company will no longer apply the City Code, in accordance with general
practice for Cayman Islands' companies. Shareholders will not receive the
protections afforded by the City Code in the event that there is a subsequent
offer to acquire their Shares on and from Migration.
UK Corporate Governance Code
The Board has voluntarily applied appropriate parts of the UK Corporate
Governance Code (formerly the Combined Code) in accordance with the terms of the
Admission Document. Shareholders should note that, if the Company operates as an
open-ended mutual fund domiciled in the Cayman Islands, the Company will no
longer apply those parts of such code as are referred to in the Admission
Document and, therefore, from Migration, Shareholders will not receive the
protections afforded by the voluntary application of such code.
Risk Factors
The risk factors and uncertainties which the Company believes are material to
its operations following Migration are set out in the draft Information
Memorandum, but these risks may not be the only ones the Company faces.
Shareholders are strongly recommended to review the draft Information
Memorandum and, in particular, the section headed "Risk Factors" in the draft
Information Memorandum.
Expenses of the Proposals
The costs and expenses of calling the Extraordinary General Meeting and any
adjourned extraordinary general meeting, and the costs and expenses of the
preparation and implementation of the Proposals (except for any foreign taxes or
duties) will be met from the resources of the Company. These costs and expenses
are not expected to exceed US$675,000.
EGM
The Board is convening the Extraordinary General Meeting for 2.00 p.m. on
Wednesday 14 December 2011 in order to permit Shareholders to vote on, inter
alia, the Proposals.
As specified in the Company's articles of incorporation, the quorum for a
meeting of Shareholders is two or more persons present in person or by proxy.
In view of the importance of the resolutions to be proposed, the Chairman will
ask for a poll to be taken.
If, within ten minutes from the appointed time for the Extraordinary General
Meeting, a quorum is not or, during a meeting, ceases to be, present, the
Extraordinary General Meeting will stand adjourned to the same day in the next
week, at the same time and place, or to such other day and at such other time
and place as the Directors may determine. If at the adjourned meeting a quorum
is not present within ten minutes from the appointed time thereof, the meeting
will be dissolved.
To avoid the inconvenience of calling an adjourned meeting, Shareholders are
asked to complete the Proxy Form and return it so that it is received by Capita
Registrars at PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom
not later than 48 hours before the time of the Extraordinary General Meeting,
that is, by no later than 2.00 p.m. on Monday 12 December 2011. As mentioned
above, this will not preclude Shareholders from attending and voting in person
at the Extraordinary General Meeting.
Options for Shareholders if the Proposals are Adopted and Become Binding
If the special resolutions to approve the Proposals (i.e., Resolutions 2 and 3
in the EGM notice) are adopted at the Extraordinary General Meeting and the
requisite regulatory and other consents and approvals are obtained, then the
Proposals will be binding on all Shareholders, whether or not they voted in
favour of those resolutions, or voted at all.
If the Proposals are adopted at the EGM, Shareholders will have the following
options:
a. to take no further action and remain shareholders in the Company. Following
the implementation of the Proposals, Shareholders who previously held
Ordinary Shares will hold Series A Shares, which will be eligible for
redemption (subject to the terms set out above) if a Shareholder no longer
wishes to maintain its holding in the Company; and/or
b. to sell all or some of their Ordinary Shares in the market prior to
Migration and Conversion up to close of business on Thursday 16 February
2012 (when the AIM Cancellation will take effect).
If the resolutions relating to the Proposals are not passed, the Proposals will
not become effective.
Recommendation
The Board recommends that Shareholders vote AGAINST Resolution 1 (a realisation
of assets now and a subsequent winding-up of the Company following the passing
of a further special resolution).
The Board recommends that Shareholders vote IN FAVOUR of Resolutions 2 and 3
(approval for the Proposals).
The Board recommends that Shareholders vote IN FAVOUR of Resolution 4 (approval
for the continuation of the Company under its current structure and investment
objective, but with continuation votes every three years thereafter), to allow
for the possibility that Resolutions 2 and 3 are not passed.
In the event that none of the resolutions to be proposed at the EGM is passed,
the Company will continue to operate in its current form and a further
continuation vote will be put to Shareholders no later than 21 February 2013, in
accordance with the terms of the Admission Document.
The Board has received financial advice from KPMG Corporate Finance in relation
to the Proposals.
The Directors intend to vote in favour of Resolutions 2, 3 and 4 and against
Resolution 1 at the EGM in respect of their entire beneficial holding of
Ordinary Shares which, in aggregate, amount to 400,000 Ordinary Shares,
representing approximately 0.11 per cent. of the Company's issued share capital.
The Directors understand that the Manager intends to vote in the same way in
respect of its entire holding of Ordinary Shares.
EXPECTED TIMETABLE OF EVENTS
+-----------------------------------------+------------------------------------+
|Latest time for lodging Forms of Proxy |2.00 p.m. on Monday 12 December 2011|
+-----------------------------------------+------------------------------------+
|Extraordinary General Meeting |2.00 p.m. on Wednesday 14 December |
| |2011 |
+-----------------------------------------+------------------------------------+
|The following events assume that the Proposals are adopted at the EGM: |
+-----------------------------------------+------------------------------------+
|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 |On or around close of business on |
|Islands, adoption of the New Memorandum |Friday 17 February 2012 |
|and Articles, conversion from a closed- | |
|ended to an open-ended company, | |
|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 |Monday 20 February 2012 |
|Company with CIMA as a regulated mutual | |
|fund | |
+-----------------------------------------+------------------------------------+
All times are GMT. The events are conditional upon obtaining Shareholder
consents and regulatory and other approvals and consents.
DEFINITIONS
12% Hurdle Point in respect of any Series A Share or Series B Share (as
applicable) as at any date of determination, an amount equal to the sum of (i)
the opening NAV Per Series A Share or Series B Share (as applicable) as at the
first day of the Reference Period in which such date of determination falls and
(ii) an amount sufficient, when taken together with the aggregate amounts
distributed in respect of such Series A Share or Series B Share (as applicable)
for such Reference Period, to provide a preferred return equal to 12% per annum
on such opening NAV Per Series A Share or Series B Share (as applicable) from
the first day of such Reference Period to such date of determination
25% Hurdle Point in respect of any Series A Share or Series B Share (as
applicable) as at any date of determination, an amount equal to the sum of (i)
the opening NAV Per Series A Share or Series B Share (as applicable) as at the
first day of the Reference Period in which such date of determination falls and
(ii) an amount sufficient, when taken together with the aggregate amounts
distributed in respect of such Series A Share or Series B Share (as applicable)
for such Reference Period, to provide a preferred return equal to 25% per annum
on such opening NAV Per Series A Share or Series B Share (as applicable) from
the first day of such Reference Period to such date of determination
Administrator Kleinwort Benson (Channel Islands) Fund Services Limited
Admission Date the date of admission of the Ordinary Shares to trading on
AIM, being 21 February 2007
Admission Document the admission document of the Company dated 15
February 2007, setting out the terms of the admission of the Ordinary Shares to
trading on AIM
AIM the AIM Market operated by the London Stock Exchange
AIM Cancellation the cancellation of the admission of the Ordinary Shares
to trading on AIM
Board or Directors the directors of the Company or any duly constituted
committee of such directors
Business Day (i) with reference to subscriptions, redemptions or Dealing
Days, any day (other than a Saturday, Sunday or public holiday) on which
clearing banks are open for business in Moscow, the Russian Federation, Dublin
and the Cayman Islands and (ii) other than as specified in (i), any day (other
than a Saturday, Sunday or public holiday) on which clearing banks are open for
business in England, the Cayman Islands and Guernsey
Capita Registrars a trading name of Capita Registrars Limited
Catch-Up Proceeds in respect of each Series A Share or Series B Share (as
applicable) as at any date of determination, the excess (if any) of (i) the
Total Return Per Series A Share or Series B Share (as applicable) that would be
required to achieve the 25% Hurdle Point over (ii) the Total Return Per Series A
Share or Series B Share (as applicable) that would be required to achieve the
12% Hurdle Point, in each case in respect of such Series A Share or Series B
Share (as applicable) as at such date of determination
Certificated an Ordinary Share recorded on the Register as being held in
certificated form
CIMA the Cayman Islands Monetary Authority
CIS the Commonwealth of Independent States, comprising former Soviet
Republics, as at the date of this document
City Code the UK City Code on Takeovers and Mergers published by the UK
Panel on Takeovers and Mergers
Clearstream Clearstream Banking, société anonyme, or any successor
securities clearing agency thereto
Company Prosperity Russia Domestic Fund Limited
Conversion upon Migration taking effect, the adoption of the New
Memorandum and Articles, the conversion of the Company to a Cayman Islands open-
ended mutual fund and the conversion of the issued Ordinary Shares into Series A
Shares
CREST the facilities and procedures for the time being of the relevant
system of which Euroclear UK & Ireland has been approved as operator pursuant to
the CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI
2001 No. 3755)
Dealing Day a day on which Shares of any series which are open for
subscription may be subscribed for or on which Shares may be redeemed, in each
case in accordance with the New Memorandum and Articles and the Information
Memorandum, being the last Business Day of each calendar quarter. The first
Dealing Day shall be the last Business Day in March 2012. The Directors may
determine to change the Dealing Day, not to have a Dealing Day or to have
additional Dealing Days
Effective Time such time on Friday 17 February 2012, or such other date
as the Directors, in their absolute discretion, determine, when Migration takes
effect
Euroclear Euroclear Bank S.A./N.V., as operator of the Euroclear
clearance system, or any successor clearing agency thereto
Excess Proceeds in respect of each Series A Share or Series B Share (as
applicable) as at any date of determination, the excess (if any) of (i) Total
Return Per Series A Share or Series B Share (as applicable) over (ii) the Total
Return Per Series A Share or Series B Share (as applicable) that would be
required to achieve the 25% Hurdle Point, in each case in respect of such Series
A Share or Series B Share (as applicable) as at such date of determination
Extraordinary General Meeting or EGM the extraordinary general meeting of
the Company convened for 2.00 p.m. on Wednesday 14 December 2011
Form of Proxy the form of proxy accompanying this document for use by
Shareholders at the EGM
GFSC the Guernsey Financial Services Commission
Global Custodian State Street Custodial Services (Ireland) Limited
(formerly known as Investors Trust & Custodial Services (Ireland) Limited)
GMT Greenwich mean time
Guernsey Law the Companies (Guernsey) Law, 2008, as amended
Information Memorandum the document expected to be published by the
Company on or around Monday 20 February 2012 relating to the Series A Shares and
the Series B Shares
Irish Stock Exchange or ISE The Irish Stock Exchange Limited
ISE Admission the admission of the issued Series A Shares and Series B
Shares to be issued to the Official List of the ISE and to trading on the Main
Market of the ISE after Migration and Conversion
KPMG Corporate Finance a division of KPMG LLP which is authorised and
regulated by the UK Financial Services Authority for investment business
activities. KPMG LLP is registered in England with number OC301540 and has its
registered office at 15 Canada Square, London E14 5GL
London Stock Exchange The London Stock Exchange plc
Management Agreement the amended and restated agreement between the
Company and the Manager, whereby the Manager agrees to provide investment
management services to the Company
Manager Prosperity Capital Management Limited, a Cayman Islands exempted
company subject to Cayman Islands laws and regulations, in its capacity as the
manager of the Company
Migration the removal of the Company from the Guernsey register of
companies and the registration of the Company as an exempted company on the
Cayman Islands register of companies
NAV Per Series A Share and NAV Per Series B Share
in relation to each of the Series A Shares and the Series B Shares, the
meaning given in the Information Memorandum and, in relation to the Ordinary
Shares, the Net Asset Value divided by the number of Shares in issue at the
relevant Valuation Point
Net Asset Value or NAV in relation to each of the Series A Shares and the
Series B Shares, the meaning given in the Information Memorandum and, in
relation to the Ordinary Shares, determined in the manner described in the
Admission Document
New Administrator the entity, the identity of which will be notified to
Shareholders prior to Migration and Conversion, which will be appointed as the
administrator in place of the Administrator, with effect from Conversion, on
substantially the same terms and conditions as apply in respect of the Company's
current administration arrangements
New Global Custodian ING Bank N.V., a company incorporated in the
Netherlands, acting through its Prague branch
New Memorandum and Articles the new memorandum of association and new
articles of association to be adopted at the Effective Time
Ordinary Share an ordinary share of US$0.01 par value in the capital of
the Company prior to Conversion
Performance Fee the performance fee payable to the Manager and described
in the section headed "Key Changes Following Migration and Conversion and
Important Considerations for Shareholders - Performance Fee" in this document
Proposals the proposals set out in this document and recommended by the
Board, including the AIM Cancellation, Migration, Conversion, the ISE Admission
and the Registration, and which will be implemented if Resolutions 2 and 3, as
set out in the section headed "The Resolutions Being Proposed at the EGM", are
passed
Redemption Form the form which investors applying to redeem Series A
Shares or Series B Shares must complete and submit to the New Administrator
Redemption Price the price at which Shares may be redeemed by the Company
on any given Dealing Day
Reference Period the period by reference to which the Performance Fee is
payable with respect to any Series A Share or Series B Share (as applicable),
which shall be (i) the period beginning on the first day and ending on the last
day of the financial year of the Company, provided that (a) if such Series A
Share or Series B Share (as applicable) is issued other than on the first day of
the financial year, the relevant reference period shall begin on the date of
issuance of such Series A Share or Series B Share (as applicable), (b) if such
Series A Share or Series B Share (as applicable) is redeemed other than on the
last day of the financial year, the relevant reference period shall end on the
redemption date of such Series A Share or Series B Share (as applicable) and (c)
in the financial year in which the Company is wound up, the relevant reference
period shall end on the winding-up date; or (ii) such other period as the
Directors may determine
Register the register of Shareholders
Registrar Capita Registrars (Guernsey) Limited
Registration following the ISE Admission, the registration of the Company
as an open-ended mutual fund under section 4(3) of the Cayman Islands Mutual
Funds Law (Revised) with CIMA
RTS the Russian Trading System
Russia the Russian Federation
Series A Share High Water Mark
and Series B Share High Water Mark in respect of any Series A or Series B
Share (as applicable) as at any date of determination, the highest NAV Per
Series A or Series B Share (as applicable) as at the date of issuance of such
Series A or Series B Share (as applicable) and all prior Valuation Points in
respect of which a Performance Fee was payable on such Series A Share or Series
B Share (as applicable), net of any such Performance Fee; provided that the
first Series A Share High Water Mark shall mean the high water mark for the
Ordinary Shares prior to their re-designation as Series A Shares following the
migration of the Company from Guernsey to the Cayman Islands
Series A Share an ordinary share of US$0.01 par value in the capital of
the Company converted and re-designated from an Ordinary Share to a Series A
Share as part of the Conversion
Series B Share an ordinary share of US$0.01 par value in the capital of
the Company to be designated as a Series B Share
Share an ordinary share of US$0.01 par value in the capital of the
Company, whether before or after Conversion (as applicable)
Shareholder a holder of one or more Shares
Subscription Form the form which investors applying to subscribe for
Series B Shares must complete and submit to the New Administrator
Subscription Price in respect of the Shares of any series which are open
for subscription, the price at which such Shares may be purchased from the
Company on any given Dealing Day
Total Return Per Series A Share and
Total Return Per Series B Share in respect of each Series A Share or
Series B Share (as applicable) as at any date of determination, an amount equal
to the sum of (i) the closing NAV Per Series A Share or Series B Share (as
applicable) as at the last day of the Reference Period in which such date of
determination falls (gross of any Performance Fee (if any) payable in respect of
such Series A Share or Series B Share (as applicable) for such Reference Period)
and (ii) the aggregate amounts distributed in respect of such Series A Share or
Series B Share (as applicable) for such Reference Period
Uncertificated an Ordinary Share recorded on the Register as being held
in uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
United Kingdom or UK the United Kingdom of Great Britain and Northern
Ireland
United States the United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia
US$ or dollar United States Dollars
Valuation Point the point at which the Net Asset Value is calculated,
being as at the last close of business on the relevant markets on the day on
which the valuation is effected, and such other valuation points as the
Directors shall determine from time to time.
A copy of the documents circulated to Shareholders will be made available on the
Company's website, www.russiadomesticfund.com
Enquiries:
Prosperity Capital Management (UK) Limited
Elly Wordsworth / Leon Santos
Tel: 020 7299 6950
Kleinwort Benson (Channel Islands) Fund Services Limited
Company Secretary
Tel: 01481 727111
KPMG Corporate Finance (Nominated Adviser)
Tom Franks / Helen Roxburgh
Tel: 020 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 takes 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
[HUG#1565187]
Grafico Azioni Prosperity Rus. (LSE:PRDF)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Prosperity Rus. (LSE:PRDF)
Storico
Da Giu 2023 a Giu 2024