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RenShares Utilities Limited - Rescheduled AGM

Hamilton, Bermuda - 22 May, 2009 - In an announcement made to the Bermuda Stock Exchange (BSX), the Directors of RenShares Utilities Limited (the "Company") (Ticker: RENGEN1.BH), wish to advise that the annual general meeting of the Company (the "AGM") scheduled for 29 April, 2009, was aborted pending further discussions among the Directors.

 

The Directors have now rescheduled the AGM for 9 June, 2009. The rescheduled AGM of the shareholders of the Company will be held on 9 June 2009 at 9:00am BVI time (3:00pm Malta time) at:

 

Custom House Global Fund Services Ltd

Tigne Towers

Tigne Street

Sliema SLM 3172

Malta

Tel: (356) 27022799

Fax: (356) 27022899

 

The agenda for the AGM is:

  1. To consider and resolve upon the continuance of the operations of the Company as required by Article 29.2 of the Articles of Association of the Company; and
  2. If shareholders resolve to continue the operations of the Company, to consider and resolve upon the proposed conversion of the Company into an open-ended mutual fund (the "Restructuring"). The purpose of the Restructuring is to offer liquidity in the Shares and is described in further detail below.

If shareholders resolve to continue the Company's operations but do not pass a resolution approving the Restructuring, the Directors will consider approving a share buy-back or making a distribution to shareholders during the course of 2009 in order to return excess cash to investors.

 

If you will not be able to attend the AGM, we ask that you complete the attached proxy forms in favour of a representative that may attend. In the case that no representative will attend, we ask that you issue your proxy in favour of the chairman of the AGM.

 

The Restructuring

The Directors propose that the Company be converted into an open-ended fund with an indefinite life. The Company would apply for recognition with the British Virgin Islands Financial Services Commission as a professional mutual fund.

 

Summarised below are the proposed indicative terms of the Shares. If the Restructuring is approved in principle, the new terms will be set out in full in a draft revised Offering Memorandum of the Company (the "Memorandum"), which the Shareholders will have the opportunity to review. Any shareholder who does not wish to continue their investment on the basis of the revised terms may redeem their shares.

 

The Shareholders should review and, where appropriate, consult with their advisers on these changes as they relate to their individual circumstances. The summary of the changes set out in this letter should be read in conjunction with, and is qualified in its entirety by, the more detailed information set out in the Memorandum. In addition, the Directors reserve the right to amend the terms at any time up to the first dealing date without shareholder approval.

 

Investment Strategy

The overall investment objective of the Company would remain unchanged. It would seek to achieve medium-term capital appreciation through investment in companies engaged in electricity generation, transmission, distribution and related businesses in Russia.

 

Subscriptions

The Company would be open to new investment on a monthly basis.

 

Redemptions

Each shareholder would be permitted to redeem all or any of its Shares as of the first business day of each calendar quarter (and such other times as the Directors may determine) (each a "Redemption Date"). Irrevocable written notice of any such redemption would have to be given at least 60 days prior to the proposed Redemption Date.

 

Subject to the Directors' right to limit aggregate redemptions, to create reserves and to suspend redemptions in whole or part, settlement of redemptions and/or valuation of the Company's net assets in certain extraordinary circumstances, the amount due to any redeeming shareholder will generally be settled within 30 days of the Redemption Date.

 

Management Fees

The Company would continue to pay the Investment Manager a management fee equal to 1.5% per annum of the net asset value of the Company, payable quarterly in arrears.

 

Performance Fees

Subject to further discussions, it is the current intention that new investors would pay a performance fee equal to 10% of the annual net profits.

 

Performance Fees payable by shares attributable to original investors would generally reflect the current performance fees. The Company would pay the Investment Manager a Performance Fee equal to 10% of the increase in the net asset value per Share over and above the Hurdle Amount. The Performance Fee would be payable upon the redemption of an investor's Shares or the winding-up of the Class.

 

The "Hurdle Amount" is equal to the original offer price of $100 per Share (not including any initial sales charge) plus 15% per annum (cumulative and compounded annually).

 

Valuations

The net asset value of each class of Shares will continue to be calculated on a daily basis by the Administrator.

 

For further information on the Company please contact:

 

James Bannon (james.bannon@us.customhousegroup.com)

Chris Rakers (chris.rakers@us.customhousegroup.com)

Custom House Fund Services (Chicago) LLC

314 W. Superior Street, Suite 600

Chicago, IL 60610

Tel. 312.280.0330

Fax. 312.280.0333