F&C Private Equity Trust PLC Shareholder Meetings -3-
25 April 2012 - 1:09AM
UK Regulatory
(3) Or, if later, such time as the Subsidiary's General Meeting
shall have concluded or been adjourned.
(4) Conditional on the resolutions to be proposed at the
Company's AGM and the Ordinary Shareholders' Meeting regarding the
amendment to the Company's Articles so as to remove the current
prohibition on paying dividends out of capital being passed.
Circular to Shareholders
A circular to Shareholders regarding the matters referred to in
this announcement and including the notices convening the Meetings
will be despatched to Shareholders later today. A copy of that
circular will also be submitted to the National Storage Mechanism
later today and will be available for inspection at
www.hemscott.com/nsm.do.
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Basic Management Fee" the basic management fee in respect of the Ordinary Pool payable to the
Investment Manager
pursuant to the Management Agreement, details of which are set out under
the sub-heading "Background
to, and Reasons for, the Proposed New Performance Fee" in this
announcement
"Board" the board of Directors, including any duly constituted committee thereof
"Companies Act" the Companies Act 2006
"Company" or "F&C Private Equity Trust" F&C Private Equity Trust plc
"Company's AGM" or "AGM" the annual general meeting of F&C Private Equity Trust convened for
Wednesday, 23 May 2012
at 12 noon
"Company's Articles" the articles of association of F&C Private Equity Trust
"Court" the Court of Session in Scotland
"Directors" the directors of the Company and the Subsidiary
"Existing Incentive Fee" the existing incentive fee arrangements in respect of the Ordinary Pool
under the Management
Agreement, details of which are set out under the sub-heading
"Background to, and Reasons
for, the Proposed New Performance Fee" in this announcement
"F&C Group" F&C Asset Management plc and its subsidiary undertakings, including the
Investment Manager
"Group" F&C Private Equity Trust and its subsidiary undertakings from time to
time, including F&C
Private Equity Zeros
"Investment Manager" F&C Investment Business Limited
"IRR" internal rate of return
"ISA" individual savings account
"Listing Rules" the listing rules made by the Financial Services Authority pursuant to
section 73A of the
Financial Services and Markets Act 2000
"Management Agreement" the investment management agreement between the Company and the
Investment Manager
"NAV" net asset value (calculated, in the case of the Ordinary Pool and the
Ordinary Shares, on
the basis that the outstanding warrants to subscribe for Ordinary Shares
are exercised if
dilution would occur and, for the purpose of New Performance Fee, either
before any accrual
for that fee or after accruing for that fee, as the context may require)
"New Performance Fee" the proposed new performance fee described under the sub-heading
"Proposed New Investment
Management Incentive Arrangements" in this announcement
"Ordinary Pool" the assets and liabilities of the Company attributable to the Ordinary
Shareholders
"Ordinary Shareholders" holders of Ordinary Shares
"Ordinary Shareholders' Meeting" the separate general meeting of Ordinary Shareholders convened for
Wednesday, 23 May 2012
at 12.05 p.m. (or, if later, such time as the Company's AGM shall have
concluded or been adjourned)
"Ordinary Shares" ordinary shares of 1p each in the capital of F&C Private Equity Trust
"Proposals" the Company's proposed new dividend policy, the proposed new investment
management incentive
arrangements with the Investment Manager in relation to the Ordinary
Pool and the proposed
cancellation of the Subsidiary's share premium account and authority to
purchase ZDP Shares,
details of which are set out in this announcement and in the circular to
Shareholders dated
24 April 2012
"Restricted Voting Pool" the assets and liabilities of the Company attributable to the holders of
Restricted Voting
Shares
"Restricted Voting Shares" restricted voting shares of 1p each in the capital of the Company
"Shareholders" holders of Shares
"Shares" Ordinary Shares, ZDP Shares and/or Restricted Voting Shares (as the
context may require)
"SIPP" self-invested personal pension
"Subsidiary" or "F&C Private Equity Zeros" F&C Private Equity Zeros plc
"Subsidiary's Articles" the articles of association of F&C Private Equity Zeros
"Subsidiary's General Meeting" the general meeting of F&C Private Equity Zeros convened for Wednesday,
23 May 2012 at 12.10
p.m. (or, if later, such time as the Ordinary Shareholders' Meeting
shall have concluded or
been adjourned)
"ZDP Shareholders" holders of ZDP Shares
"ZDP Shareholders' Meeting" the separate general meeting of ZDP Shareholders convened for Wednesday,
23 May 2012 at 12.15
p.m. (or, if later, such time as the Subsidiary's General Meeting shall
have concluded or
been adjourned)
"ZDP Shares" zero dividend preference shares of 0.01p each in the capital of F&C
Private Equity Zeros
Notes
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FSA, is acting solely for the Group and
for no one else, in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Group for providing the protections afforded to clients of
Canaccord Genuity or for affording advice in relation to the
matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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