Further Information regarding the Notice of AGM (0541X)
2010年11月30日 - 8:24PM
RNSを含む英国規制内ニュース (英語)
TIDMAURR
RNS Number : 0541X
Aurora Russia Limited
30 November 2010
30 November 2010
AURORA RUSSIA LIMITED
Further Information regarding the Notice of AGM
Further to the announcement released on 28 October 2010
concerning the notice of Aurora Russia Limited's ("Aurora Russia"
or the "Company") Annual General Meeting ("AGM") to be held on 3
December 2010, following discussions with shareholders the Board of
Aurora Russia sets out below some additional information relating
to certain of the proposed resolutions to be put to shareholders at
the AGM.
Proceeds from realisations
As previously indicated, the Board will return all of the cash
proceeds from realisations of the Company's assets to shareholders,
as long as the discount of the Company's share price is more than
20% of the latest published net asset value of the Company. If for
a period of six months immediately preceding the sale of an asset
the share price discount to the NAV per share is less than 20%,
then the Board will have the discretion to make additional
investments in line with the strategy of the Company.
The method by which the proceeds may be returned to shareholders
(e.g. payment of dividends, share buy back or tender offer for
shares by the Company) will be determined by the Board at the
relevant time. The Board intends that proceeds from the
realisations will be returned to shareholders no later than the
payment of any incentive fee due to the Manager in relation to such
asset sale.
Incentivisation arrangements
The Board indicated in the circular relating to the AGM that it
has agreed with the Manager to reduce the management fee from 2.0%
to 1.5% of NAV per annum with effect from 31 March 2011 and to put
in place a new incentive structure to better align its interests
with shareholders, replacing the current option programme for the
Manager. The new incentive structure would involve the payment of a
performance fee to the Manager, calculated by reference to a
percentage of the value of any disposals realised by the Company.
It is proposed that, assuming that the Continuation Resolution is
passed, the revised incentive arrangements will be put in place
after the AGM.
In the event that any follow on investments are made by the
Company following the narrowing of the share price discount to NAV
as described above, it is proposed that the Manager will receive a
performance fee equal to 20% of the value of any amounts realised
on the disposal of such further investments in excess of the
amounts so invested. The 20% performance fee would be subject to a
hurdle rate which is expected to be at 12% per annum (the same as
the hurdle rate for the Manager's current incentive arrangements
under the Option Deed).
Composition of the Board
The Directors believe that it is right to strengthen the Board
where possible and the Board has agreed to appoint two new
Independent Directors to represent shareholders as a whole as soon
as practicable following the AGM. The Board does not intend to
increase the size of the Board from seven Directors by such
appointments, but rather two existing directors (including John
McRoberts) would step down so as to keep the Board at its current
size. Furthermore, the Board will consider in due course whether it
is appropriate to reduce the size of the Board to either six or
five Directors, provided that it can maintain a board with the
skills that are needed in a company such as Aurora Russia.
Company Expenses
In the year ended 31 March 2010 the Company's administration and
operating expenses were GBP3.34 million, being 3.4% of the
Company's current NAV or 8.1% of the Company's market
capitalisation as at close of business on 29 November 2010. The
GBP3.34 million of costs included non-recurring costs of
approximately GBP400,000 incurred in relation to the Placing and in
the acquisition of shares in OSG in January 2010 and a non-cash
accrual of GBP600,000 for the options that may be issued to the
Manager under the existing incentive arrangements, which will now
be cancelled.
Therefore, the administrative and operating cash costs of the
Company in the year ended 31 March 2010 were approximately GBP2.3
million, being 2.3% of the Company's current NAV or 5.5% of the
Company's market capitalisation as at close of business on 29
November 2010. The Board commits to keeping the Company's costs
down and, as an example of this commitment, the Chairman has agreed
to reduce his remuneration by GBP45 000 to GBP50,000 per annum (a
47% reduction).
AGM
The Company is holding its AGM at 2.00 p.m. on Friday 3 December
2010 at Trafalgar Court, Admiral Park, St. Peter Port, Guernsey,
GY1 2JA and the latest time that proxies can be accepted is 2.00
p.m. on Wednesday 1 December 2010.
The proposals to be put to shareholders at the AGM are the
outcome of extensive discussions with a wide range of shareholders
as to what is in the best interests of the Company and its
shareholders as a whole.
The Directors reiterate that they consider that the resolutions
to be proposed at the AGM, and the Continuation Resolution in
particular, are in the best interests of the Company and its
shareholders as a whole and are most likely to promote the success
of the Company for the benefit of its shareholders.
The Directors unanimously recommend that shareholders vote in
favour of the resolutions as they intend to do so in respect of
their own shareholdings which in aggregate amount to 1,200,000
Ordinary Shares, representing 1.07% of the Company's issued share
capital as at the date of this letter.
Enquiries:
Aurora Russia Limited
Dan Koch +44 (0) 791 249 9696
John McRoberts +44 (0) 20 7839 7119
Investec Investment Banking
Patrick Robb +44 (0) 20 7597 4000
Martin Smith +44 (0) 20 7597 4000
Financial Dynamics
Ed Gascoigne-Pees +44 (0) 20 7269 7132
Sue I Ong +44 (0) 203 077 0450
Notes to editors:
Aurora Russia
Aurora Russia floated on the Alternative Investment Market of
the London Stock Exchange on 24 March 2006. The Company has been
established to make equity or equity related investments in small
and mid-sized private Russian companies focused on the financial,
business and consumer services sectors where the Directors of
Aurora Russia believe there is potential for growth together with
viable exit opportunities. The Company provides its investee
companies with the necessary capital to continue to expand and
develop and hands-on operational support to deliver significant
step changes in performance and value creation.
This information is provided by RNS
The company news service from the London Stock Exchange
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