Result of EGM
17 August 2010 - 1:41AM
UK Regulatory
TIDMTOPE
RESULTS OF CLASS MEETINGS AND EXTRAORDINARY GENERAL MEETING
MW TOPS Limited (the "Company") announced on 30 June 2010 that the Company had
published a Circular to its Shareholders outlining recommended proposals for the
reconstruction and voluntary winding-up of the Company (the "Proposals"). The
Circular also included notices of class meetings ("Class Meetings") and an
extraordinary general meeting ("EGM") of the Company to be held on 16 August
2010.
The Company announces that at the three Class Meetings and EGM held today all of
the resolutions (which were Special Resolutions requiring a majority of 75 per
cent of votes cast) were duly passed, and the results of the Meetings were as
follows:
+------------+----------+--------------+-----------+------------+--------------+
| |Votes Cast| Votes in | Votes | Votes |Percentage of |
| | | Favour | Against | Withheld |Votes cast in |
| | | | | | Favour |
+------------+----------+--------------+-----------+------------+--------------+
| Euro Class Meeting |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 1|3,290,474 |3,290,474 |- |- |100% |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 2|3,290,474 |3,290,474 |- |- |100% |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 3|3,290,474 |3,290,474 |- |- |100% |
+------------+----------+--------------+-----------+------------+--------------+
| Sterling Class Meeting |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 1|3,423,984 |3,422,784 |1,200 |- |99.96% |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 2|3,423,984 |3,422,784 |1,200 |- |99.96% |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 3|3,423,984 |3,422,784 |1,200 |- |99.96% |
+------------+----------+--------------+-----------+------------+--------------+
| US$ Class Meeting |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 1|348,300 |348,300 |- |- |100% |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 2|348,300 |348,300 |- |- |100% |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 3|348,300 |348,300 |- |- |100% |
+------------+----------+--------------+-----------+------------+--------------+
| EGM |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 1|7,712,959 |7,712,959 |- |- |100% |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 2|7,712,959 |7,712,959 |- |- |100% |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 3|7,712,959 |7,712,959 |- |- |100% |
+------------+----------+--------------+-----------+------------+--------------+
|Resolution 4|7,712,959 |7,712,959 |- |- |100% |
+------------+----------+--------------+-----------+------------+--------------+
Accordingly, the Company's Shares have been reclassified into Reclassified
Shares. No application has been made to the UK Listing Authority and the London
Stock Exchange for the Reclassified Shares to be admitted to the Official List
and to trading on the main market of the London Stock Exchange.
Dr Cameron McPhail, Chairman of MW TOPS Limited, said: "The Board is pleased
that shareholders have backed this proposal, which we believe to be in their
best interests. It enables them to participate in the TOPS strategy going
forward, with the ability to subscribe to, or redeem from, shares on a weekly
basis without the added uncertainty of their investment trading at discount or
premium to NAV."
The listing of the Company's Shares will be cancelled with effect from 17 August
2010 at 8:00 a.m.
With effect from 31 August 2010, the Joint Liquidators, Stephen Le Page and
Nicholas Vermeulen of PricewaterhouseCoopers CI LLP, National Westminster House,
Le Truchot, St Peter Port, Guernsey, Channel Islands GY1 4ND, will be appointed
to wind up the affairs and distribute the assets in accordance with the Scheme.
The Company will therefore be wound up by means of a voluntary winding-up and
Shareholders will have their investment in the Company rolled over into MW
Developed Europe TOPS Fund, a sub-fund of Marshall Wace UCITS Funds PLC in
accordance with the proposals set out in the circular posted to Shareholders on
30 June 2010.
The expected timetable for the implementation of the Scheme is as follows:
Joint Liquidators and Trustee appointed 31 August
Effective Date 31 August
TAV Calculation Date 31 August at 5:00 p.m.
Transfer Date 31 August
MWDE Scheme Shares issued and contract 1 September
notes dispatched
Dealing deadline for first MWDE dealing 6 September at 12:00 p.m. (London
date available to holders of MWDE Scheme time)
Shares following implementation of the
Proposals
First MWDE dealing date available to 8 September
holders of MWDE Scheme Shares following
implementation of the Proposals (weekly
dealing thereafter)
MWDE Scheme Share sale proceeds expected Week commencing 20 September
to be dispatched to Restricted Persons*
* Subject to any applicable anti-money laundering checks and other due diligence
requirements being satisfied by the relevant Restricted Persons and other
redeeming holders.
Unless otherwise defined, capitalised terms used in this announcement will have
the same meaning given to such terms in the Circular of the Company dated 30
June 2010.
Copies of the resolutions passed at the Class Meetings and the EGM have been
forwarded to the FSA and will be available through the FSA's document viewing
facility.
This announcement is for information purposes only and is not an offer to
invest. The Company is registered with the Dutch Authority for the Financial
Markets as a collective investment scheme which may offer participations in The
Netherlands pursuant to article 2:66 of the Financial Markets Supervision Act
(Wet op het financieel toezicht). All investments are subject to risk. Past
performance is no guarantee of future returns. Prospective investors are advised
to seek expert legal, financial, tax and other professional advice before making
any investment decision. The value of investments may fluctuate. Results
achieved in the past are no guarantee of future results.
For further information about this announcement contact:
Anson Fund Managers Limited
Secretary
Tel: +44 (0)1481 722260
Marshall Wace LLP
Anthony Marber - Investor Relations
Tel: +44 (0)207 316 2256
Maitland Financial PR
George Trefgarne and Richard Farnsworth
Tel: +44 (0)207 379 5151
Monday 16 August 2010
E&OE - in transmission
END OF ANNOUNCEMENT
[HUG#1438229]
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(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.
All reproduction for further distribution is prohibited.
Source: MW TOPS Limited (EUR) via Thomson Reuters ONE
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