TIDMAFMC
RNS Number : 4652Z
Aberdeen Frontier Mkts Inv Co Ltd
14 March 2017
Aberdeen Frontier Markets Investment Company Limited
Result of Extraordinary General Meeting ("EGM") and Tender Offer
Result
14 March 2017
Result of EGM
Aberdeen Frontier Markets Investment Company Limited (the
"Company") announces that both of the resolutions put forward at
the EGM held today have been passed. As described in the circular
to shareholders and notice of EGM dated 3 February 2017 (the
"Circular"), resolution 1 was to approve the new Investment
Objective and Policy of the Company and resolution 2 was to approve
the Tender Offer.
Terms used and not defined in this announcement shall have the
meaning given to them in the Circular.
Tender Offer
The Company has received valid tender acceptances of 97,307,392
Ordinary Shares of the Company representing 57.57 per cent of the
Ordinary Shares in issue excluding shares in treasury. Numis is
seeking to sell some of such tendered Ordinary Shares to Incoming
Investors at the Investment Price.
Any Ordinary Shares not sold by Numis to Incoming Investors will
be repurchased by the Company. Tendering Shareholders will receive
the full Tender Price in cash for the Exit Shares (including the
On-sale Shares) only once all of the assets in the Tender Pool have
been fully realised. However, if and when an interim distribution
from the Tender Pool is made, the amount received by Tendering
Shareholders will include an amount in respect of their pro rata
proportion of any On-sale Shares.
Aberdeen has agreed with the Company that it will invest GBP10
million (inclusive of any transfer taxes and costs) in the Company
provided this investment does not represent more than 20 per cent.
of the issued share capital of the Company immediately following
the Tender Offer. This commitment shall be satisfied by Aberdeen
purchasing On-sale Shares from Numis.
The Tender Offer FAV and number of On-sale Shares are expected
to be announced on 16 March 2017.
New Investment Objective and Policy
The investment objective of the Company going forward is to
generate long-term capital growth primarily from investment in
equity and equity related securities of companies listed in, or
operating in, Frontier Markets.
Frontier Market countries may include constituents of the MSCI
Frontier Markets Index or additional countries that the Investment
Manager deems to be, or displays similar characteristics to,
Frontier Market countries.
The new Investment Policy is as follows:
The Company will seek to maximise total return and will invest
globally in the securities of companies domiciled or listed or
quoted in, or exercising the predominant part of their economic
activity in, Frontier Markets.
A Frontier Market is defined as:
-- any country that is a constituent of the MSCI Frontier Markets Index; or
-- any country that in the view of the Manager shares similar
characteristics to those of Frontier Markets (such as low per
capita GDP, high growth potential or less developed capital
markets).
The Manager may also invest in equity securities of companies
that are listed or quoted in developed or emerging markets but have
significant business exposure in terms of revenues, profits, assets
or employees, to Frontier Markets.
No individual listed or quoted company exposure in the portfolio
may exceed 10 per cent. of the Company's total assets at the time
of investment. The Company may invest in exchange-traded funds
provided they are listed on a recognised investment exchange.
In order to achieve the Investment Objective, the Manager
selects stocks by fundamental analysis of companies, looking for
long-term appreciation from mispriced value or growth. The Manager
employs an actively managed bottom-up approach to investing whilst
always having due regard to the requirement for portfolio
diversification across sectors and countries. Risk is spread
through investing in a number of holdings and, typically, it is
expected that the Company will invest in between 30 to 80
holdings.
The Company has not set maximum or minimum exposures for any
geographical regions or sectors and will achieve an appropriate
spread of risk by investing in a diversified portfolio of
securities. Where possible, investment will generally be made
directly in the stock markets of Frontier Markets with a medium to
long term investment horizon. Where the Manager determines
appropriate, investment may be made in Frontier Markets through
collective investment schemes.
No more than 10 per cent. of the Company's total assets may be
invested in other listed closed ended investment companies,
provided that this restriction does not apply to investments in any
such investment companies which themselves have published
investment policies to invest no more than 15 per cent. of their
total assets in other closed-ended investment companies.
Additionally, the Company will itself not invest more than 15
per cent. of its total assets in other investment companies or
investment trusts which are listed or quoted. The Company may, at
the Manager's discretion, hold cash or cash equivalents to protect
Shareholders' capital although it is envisaged that the value of
these will not generally exceed 10 per cent. of Net Asset
Value.
It is intended that the Company will generally be invested in
equity investments. However, the Manager may invest in equity
related investments such as convertibles or fixed interest
securities where there are perceived advantages in doing so.
The Company may use gearing, in the form of borrowings and/or
derivatives, to enhance returns over the long term. The borrowings
may be in sterling or other currencies. The Articles of
Incorporation contain a borrowing limit equal to 10 per cent. of
its Net Assets (calculated at the time of draw down). Total
gearing, including any net derivative exposure, would not normally
be expected to result in a net economic equity exposure in excess
of 110 per cent. Furthermore, the Company may use an overdraft
and/or other short-term borrowing facilities to meet its working
capital needs, including for the payment of any expenses or fees.
The same facility may be used to take advantage of favourable
investment opportunities pending the payment of proceeds from the
sale of investments.
Due to national and/or international regulation, excessive
operational risk, prohibitive costs and/or the time period involved
in establishing trading and custody accounts in certain of the
Company's target Frontier Markets, the Company may temporarily, or,
on an on-going basis, be unable to invest (whether directly or
through nominees) in certain of its target Frontier Markets or, in
the opinion of the Company and/or the Manager, it may not be
advisable to do so. In such circumstances, the Company may gain
economic exposure to such target Frontier Markets by investing
indirectly through derivatives (including contracts for difference)
and/or structured financial instruments, for example P-Notes. Save
as provided above, there is no restriction on the Company investing
in derivatives and/or structured financial instruments in such
circumstances. If the Company invests in derivatives and/or
structured financial instruments for investment purposes (other
than to gain access to a target Frontier Market as described above)
and/or for efficient portfolio management purposes it shall only
hold up to, in aggregate, 10 per cent. of its Gross Assets in
derivatives and/or structured financial instruments for such
purposes.
The information contained within this announcement is considered
to be inside information prior to its release as defined in Article
7 of the Market Abuse Regulation No. 596/2014 and is disclosed in
accordance with the Company's obligations under Article 17 of those
Regulations.
14 March 2017
www.aberdeenfrontiermarkets.co.uk
Enquiries:
Aberdeen Fund Managers Limited (Investment Manager to Aberdeen
Frontier Markets Investment Company Limited)
William Hemmings / Gary Jones Tel: +44 (0)20 7463 6000
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett Tel: +44 (0)20 7383 5100
Numis Securities Limited (Nominated Broker)
David Benda Tel: +44 (0) 20 7260 1275
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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