TIDMBARS TIDMBARE TIDMBARU
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE IN, OR INTO, THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, IRELAND OR SOUTH AFRICA OR TO US PERSONS. THE INFORMATION CONTAINED
HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, IRELAND OR SOUTH AFRICA OR TO US
PERSONS.
BlackRock Absolute Return Strategies Ltd
(the "Company")
15 July 2011
Notice of Extraordinary General Meeting
Notices of Class Meetings of holders of Euro Shares, Sterling Shares and US
Dollar Shares
Recommended proposals for a managed wind-down of the Company, amendment to the
Company's investment policy and objective, amendment to the Company's currency
hedging programme and amendment to the Company's articles of association
The Company has today posted a Circular, including the Notice of an
Extraordinary General Meeting and Notices of Class Meetings of holders of Euro
Shares, Sterling Shares and US Dollar Shares, and forms of proxy to
shareholders.
A copy of the Circular has been submitted to the National Storage Mechanism and
will shortly be available for inspection at www.hemscott.com/nsm.do
The full text of the circular is reproduced below:
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the contents of this document or the action you should take,
you are recommended to seek immediately your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other independent
financial advisor authorised under the UK Financial Services and Markets Act
2000 or, if you are in a territory outside the United Kingdom, from an
appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all your Shares in BlackRock Absolute
Return Strategies Ltd (the "Company"), please send this Circular, but not the
accompanying Forms of Proxy, as soon as possible to the purchaser or
transferee, or to the stockbroker, bank or other agent through whom the sale or
transfer was effected, for delivery to the purchaser or transferee. However,
such documents should not be distributed, forwarded or transmitted in or into
the United States, Canada, Australia, South Africa or Japan or into any other
jurisdiction if to do so would constitute a violation of the relevant laws and
regulations in such other jurisdiction. If you have sold or transferred only
part of your holding of Shares please consult the bank, stockbroker or other
agent through which the sale or transfer was effected.
BLACKROCK ABSOLUTE RETURN
STRATEGIES LTD
(a registered closed-ended investment company, incorporated with limited
liability
under the laws of Jersey with registered number 100291)
Notice of Extraordinary General Meeting
Notices of Class Meetings of holders of Euro Shares, Sterling Shares
and US Dollar Shares
Recommended proposals for a managed wind-down of the Company,
amendment to the Company's investment policy and objective
and amendment to the Company's articles of association
The Proposals described in this Circular are conditional on approval from
Shareholders, which is being sought at an Extraordinary General Meeting of the
Company to be held at the offices of BlackRock (Channel Islands) Limited, Forum
House, Grenville Street, St Helier, Jersey, JE1 0BR at 11.00 a.m. on 18 August
2011 and the Class Meetings to be held immediately following the Extraordinary
General Meeting. Notices of the Extraordinary General Meeting and each of the
Class Meetings are set out at the end of this Circular.
Shareholders are requested to return the Forms of Proxy enclosed with this
Circular. Shareholders are asked to complete, sign and return the Forms of
Proxy in accordance with the instructions printed thereon, so as to be received
by post or by hand by the Company's Registrar, Computershare Investor Services
(Jersey) Limited, Queensway House, Hilgrove Street, St. Helier, Jersey JE1 1ES
as soon as possible but in any event so as to arrive not later than 48 hours
before the Extraordinary General Meeting and the relevant Class Meeting. The
lodging of Forms of Proxy will not prevent a Shareholder from attending the
Extraordinary General Meeting and voting in person if they so wish.
This Circular should be read as a whole. Your attention is drawn to the letter
from the Chairman of the Company which is set out on pages 4 to 11 of this
Circular and which recommends that you vote in favour of the Special
Resolutions to be proposed at the Extraordinary General Meeting and each of the
Class Meetings. Your attention is drawn to the section entitled "Action to be
Taken by Shareholders" on page 12 of this Circular.
CONTENTS
Page
EXPECTED TIMETABLE 3
PART I - LETTER FROM THE CHAIRMAN 4
1. Introduction and background 4
2. The Proposals 5
3. Investment Objective and Policy 6
4. Currency hedging and conversion between Share classes 6
5. Compulsory redemption mechanism 7
6. New Articles 8
7. Listing 8
8. Management and Performance Fees 9
9. NAV Reporting 9
10. Risks associated with the Proposals 9
11. Extraordinary General Meeting and Class Meetings 10
12. Recommendation 12
PART II - ADDITIONAL INFORMATION 13
1. Documents Available for Inspection 13
2. Taxation 13
3. Directors' and other material interests 14
4. Significant Change 14
DEFINITIONS 15
NOTICE OF EXTRAORDINARY GENERAL MEETING 18
NOTICE OF A CLASS MEETING OF THE HOLDERS OF EURO SHARES 21
NOTICE OF A CLASS MEETING OF THE HOLDERS OF STERLING SHARES 23
NOTICE OF A CLASS MEETING OF THE HOLDERS OF US DOLLAR SHARES 26
EXPECTED TIMETABLE
Latest time and date for receipt of Forms of Proxy
for
the Extraordinary General Meeting* by 11.00 a.m. on 16 August
2011
Extraordinary General Meeting 11.00 a.m. 18 August 2011
Class Meeting of holders of Euro Shares 11.15 a.m. 18 August 2011
Class Meeting of holders of Sterling Shares 11.20 a.m. 18 August 2011
Class Meeting of holders of US Dollar Shares 11.25 a.m. 18 August 2011
Announcement of the result of the Extraordinary 18 August 2011
General Meeting and Class Meetings
Each of the times and dates in the above expected timetable may be extended or
brought forward without further notice. If any of the above times and/or dates
change, the revised time(s) and/or date(s) will be notified to Shareholders by
an announcement through a RIS. All references are to London time unless
otherwise stated.
* Please note that the latest time for receipt of the Forms of Proxy in respect
of the Extraordinary General Meeting and each of the Class Meetings is
forty-eight hours prior to the time allotted for the relevant meeting.
PART I - LETTER FROM THE CHAIRMAN
BLACKROCK ABSOLUTE RETURN STRATEGIES LTD
(a registered closed-ended investment company, incorporated with limited
liability under the
laws of Jersey with registered number 100291)
Directors: Registered office:
Colin Maltby - Chairman Forum House
Frank Le Feuvre Grenville Street
Jonathan Ruck Keene Jersey
John Siska Channel Islands
Philip Smith JE1 0BR
15 July 2011
Extraordinary General Meeting, Class Meetings and Recommended Proposals
for a Managed Wind-down of the Company
Dear Shareholder,
1. Introduction and background
I am writing to you to outline details of important proposals (the "Proposals")
regarding the future of BlackRock Absolute Return Strategies Ltd (the "Company").
We have an ongoing obligation, as the Directors of your Company, to
consider the performance of the Company and to make recommendations with
regards to the future of your investment.
The Board noted in the Annual Report and Accounts published on 20 April 2011
that despite the strong positive return delivered by the Company, the increase
in NAV over the last two years and the reduction in the supply of the Company's
Shares through reverse auction tender offers and on-market share repurchases,
the share price discount to NAV of each share class had remained relatively
wide.
Following publication of the Annual Report and Accounts, the Board continued to
explore different ways to address the discount for the benefit of all
Shareholders and also revisited discussions with many of the Company's major
Shareholders. At the end of May this year, acknowledging investor concerns
about the level of the discount and the limited liquidity of each of the share
classes, the Board announced that it had determined to recommend that the
Company should commence a managed wind-down of its Portfolio. Accordingly, the
Board is now putting forward proposals for a managed wind-down of the Company
on the terms contained in this Circular (the "Managed Wind-down") in order to
enable Shareholders to realise in an orderly manner their investment in the
Company.
This Circular sets out details of, and seeks your approval for, the Proposals
and explains why your Board is recommending that you vote in favour of the
Special Resolutions to be proposed at the Extraordinary General Meeting to be
held on 18 August 2011 and each of the Class Meetings to be held immediately
following the Extraordinary General Meeting. Notices of the Extraordinary
General Meeting and each of the Class Meetings are set out at the end of this
Circular. The Proposals are described in Section 2 below.
Estimated current liquidity profile
An estimate of the current liquidity profile of the Portfolio is set out below.
The estimated Portfolio liquidity profile is indicative only and should not
under any circumstances be considered a prediction, forecast or guarantee of
the Company's actual Portfolio liquidity profile or an indication as to the
timing of distributions to Shareholders pursuant to the proposed Managed
Wind-down of the Portfolio for which the Company is seeking Shareholder
approval. In addition, there is no guarantee that the Company's assets will be
realised at their net asset value, and it is possible that the Company may not
be able to realise some of its assets at any value.
This liquidity profile relates to the availability of funds without taking into
consideration issues of portfolio balance. Generally, certain strategies such
as long/short equity are more liquid than other strategies such as distressed
investing. In order to maintain portfolio balance, it may be deemed advisable
to effectuate liquidity in a balanced manner rather than the most expeditious
manner. This could lead to a slower pace of cash realisation as compared to the
table below. In addition, Shareholders should note that in accordance with the
proposed Investment Policy and Objective set out in Section 3 below, new
investments may continue to be made where the Manager considers such
investments to be in the best interests of Shareholders as a whole.
The table below sets forth the Company's current estimate of the earliest
possible dates at which investments in the Portfolio could be redeemed. The
liquidity analysis assumes that: (1) where redemption notices are currently
placed, it is assumed that redemption proceeds will be received in the normal
course following the applicable redemption date; (2) for Portfolio holdings for
which redemption is possible, and taking into consideration lock-ups,
investor-level gates and fund-level gates that are currently implemented, as
applicable, it is assumed that redemption notices are placed as of 18 August
2011 and the proceeds will be received in the normal course following the
applicable redemption date, or in the case of gates, redemption dates; (3) for
Portfolio holdings that are either in side-pockets, suspended or liquidating,
redemption dates are estimated based on the Manager's current understanding of
the underlying fund's targeted date(s) for lifting its suspension or paying out
proceeds, as applicable. In each case, actual receipt of proceeds will follow
the corresponding redemption date.
Cumulative Receipts
Received by
Date Cumulative Redemptions the Company(2)
31st August 2011 2.80% 2.80%
30th September 2011 11.55% 6.30%
31st December 2011 66.65% 25.78%
31st March 2012 72.08% 64.79%
30th June 2012 77.32% 71.99%
31st December 2012 89.76% 85.42%
30th June 2013 91.14% 90.35%
31st December 2013 94.34% 93.02%
The above liquidity schedule is based on Portfolio investments and related
estimated net asset values as of 1 June 2011(1), and actual or anticipated
changes in liquidity (gates, side-pockets, suspension or liquidation) that have
been communicated to the Investment Manager by the underlying funds.
Notes:
(1) The above liquidity schedule is based on the estimated US dollar net asset
values communicated to the Manager by the underlying funds. These estimated net
asset values do not take into account the potential impact of the Company's
currency hedging policy. Currency fluctuations may impact materially the actual
redemption proceeds available for distribution to Shareholders.
(2) Actual proceeds would be expected to be received following the relevant
redemption date in accordance with the underlying fund's stated terms,
generally within 60 days (with the exception of proceeds held back until the
completion of the applicable annual audit), although where liquidity is
constrained, receipt might be further delayed. Other factors, including future
events, may affect the Company's ability to redeem its holdings in accordance
with the estimated timeframes set out above, as well as the availability,
amount or timing of receipt of redemption proceeds. In addition, Shareholders
should note that receipt of redemption proceeds by the Company is not
necessarily indicative that a compulsory redemption of Shares in order to
return such proceeds to Shareholders will follow shortly thereafter. The Board
will determine when compulsory redemptions of Shares will be made at its sole
discretion.
2. The Proposals
In order to implement the Proposals, the Company must take certain steps which
require Shareholder approval.
The Proposals comprise:
* amending the Company's Investment Objective and Policy to commence the
Managed Wind-down process;
* revising the Company's currency hedging programme to permit the Board to
terminate the programme at its sole discretion; and
* amending the Articles (i) to permit the compulsory redemption of Shares at
the discretion of the Board until the Company's voluntary liquidation and (ii)
to permit the Board to suspend the right of conversion between Share classes at
its sole discretion at any time during the course of the Managed Wind-down
process.
The Proposals set out in this Circular are subject to the approval of
Shareholders, and this Circular contains Notices of the Extraordinary General
Meeting and each of the Class Meetings at which the Special Resolutions to
approve the Proposals will be considered. The Proposals, if approved, will
result in Shareholders realising their shareholdings in the Company in an
orderly manner via compulsory redemptions of their Shares on a pro rata basis
in accordance with the New Articles.
In the event that any of the Special Resolutions to be proposed at the
Extraordinary General Meeting and each of the Class Meetings relating to the
Proposals is not passed, the Company will continue with its current Investment
Policy and Objective and Articles and the Board will give consideration to
putting forward alternative proposals for consideration at the annual general
meeting of the Company in 2012.
Further details of the Proposals outlined above are set out in Sections 3 to 7
below.
Additional options
Whilst this Circular sets out the Board's current intention in relation to the
Company, the Board continues to consider alternative and/or complementary
options to the Managed Wind-down.
3. Investment Objective and Policy
In order for the Company to follow the Managed Wind-down process set out in
this Circular, it is necessary to amend the Company's Investment Objective and
Policy. If the Proposals are approved the Company's revised Investment
Objective and Policy will be as set out below.
The Company will be managed with the intention of realising all remaining
assets in the Portfolio, in a manner consistent with the principles of prudent
investment management and spread of investment risk, with a view to returning
invested capital to the Shareholders in an orderly manner.
New investments may continue to be made where the Manager considers such
investments to be in the best interests of Shareholders as a whole. The Company
may also switch an existing investment to a new share class or new vehicle
should this enhance the prospects of that particular investment's future
realisations.
Any cash received by the Company as part of the realisation process but prior
to its distribution to Shareholders will be held by the Company as cash on
deposit and/or as cash equivalents.
The Company will not undertake new borrowing other than for short-term working
capital purposes.
Shareholders should expect that, under the terms of the Managed Wind-down, the
Board and the Manager will be committed to distributing as much of the
available cash as quickly as reasonably practicable having regard to cost
efficiency and working capital requirements. Accordingly, in order to minimise
the administrative burden, Shareholders should expect that redemptions will be
made regularly but not necessarily as soon as cash becomes available.
4. Currency hedging and conversion between Share classes
Currency hedging
If the Managed Wind-down is approved by Shareholders at the Extraordinary
General Meeting and the Class Meetings, the Board currently expects (subject to
suitable hedging contracts, such as currency swap agreements, futures
contracts, options and forward currency exchange and other derivative
contracts, being available in a timely manner and on acceptable terms) to
continue generally to seek to hedge the exposure of non-US Dollar denominated
Shares against fluctuations in exchange rates between the US Dollar and such
other currencies until at least a majority of the Company's assets have been
realised and the proceeds returned to Shareholders.
The Board anticipates, however, that at some point during the Managed Wind-down
process, the Portfolio will no longer be of sufficient size and/or liquidity
for the Manager to be able to maintain a full currency hedging programme and/or
the Board may determine that the benefits of returning cash to Shareholders
which would otherwise need to be retained to meet possible margin call payments
in connection with currency hedging activities outweigh the benefits of a
continued currency hedging programme.
Any decision by the Board to terminate the Company's currency hedging programme
will result in holders of Shares denominated in currencies other than US
Dollars being exposed to exchange rate fluctuations between such currencies and
the US Dollar. Where the Board determines to terminate the Company's currency
hedging programme, such decision will be announced by RIS.
Conversion between Share classes
In order to carry out the Managed Wind-down as efficiently as possible, as part
of the proposed amendments to the Articles, the Board is seeking approval from
Shareholders to permit the suspension of conversions between Share classes. The
Board will monitor on an ongoing basis during the course of the Managed
Wind-down whether or not it may be appropriate to suspend conversions between
Share classes.
Furthermore, as compulsory redemptions of Shares are made, the number of Shares
outstanding in respect of each Share class will reduce. This will result in the
time and cost incurred to maintain the three Share classes becoming
proportionately more expensive. The Board will therefore consider merging these
classes into a single Sterling class at an appropriate juncture.
5. Compulsory redemption mechanism
Pursuant to the Proposals, subject to the passing of the Special Resolutions,
the Company will make compulsory redemptions of Shares of each class in volumes
and on dates to be determined at the Directors' sole discretion, with the
amount distributed in respect of each class of Shares on each occasion
representing the relevant class of Shares' pro rata share of available cash at
the relevant time. Shares of each class will be redeemed from all Shareholders
of that class pro rata to their existing holdings of Shares of the relevant
class on the relevant record date for any given Redemption Date. The Directors
will be authorised to make such redemptions under the New Articles.
Under current UK taxation law and practice, redemptions of Shares will
constitute a disposal for the purposes of UK capital gains tax. Further details
of the tax consequences of the Proposals are set out in paragraph 2 of Part II
of this Circular.
When the Directors exercise their discretion to redeem compulsorily a given
percentage of the Shares of each class in issue, the Company will make a
Redemption Announcement in advance of the relevant Redemption Date. The
Redemption Announcement will include the following details:
* the aggregate amount to be distributed to Shareholders;
* the Relevant Percentage of each class of Shares to be redeemed (pro rata as
between the holders of Shares of the relevant class as at the Redemption Record
Date);
* a timetable for the redemption and distribution of redemption proceeds,
including the Redemption Date and the Redemption Record Date;
* the Redemption Price per Share in respect of each class of Shares;
* a new ISIN in respect of each class of Shares which will continue to be
listed following the relevant Redemption Date; and
* any additional information that the Board deems necessary in connection with
the redemption.
Redemptions of Shares will become effective on each Redemption Date, being a
date chosen at the Directors' absolute discretion, as determined by the
Directors to be in the best interests of Shareholders as a whole. In
determining the timing of any Redemption Date, the Directors will take into
account the amount of cash available for payment of redemption proceeds and the
costs associated with such redemption. The Shares redeemed will be the Relevant
Percentage of the Shares of each class registered in the names of Shareholders
on the Redemption Record Date. Shareholders will receive the Redemption Price
per Share of the relevant class in respect of each of their Shares redeemed
compulsorily.
The Company intends to pay distributions to Shareholders until the NAV of the
Company decreases to an amount such that the Directors consider it appropriate
to put the Company into voluntary liquidation. The Board will then consider, in
the light of the then prevailing market conditions and of Shareholders' views,
proposing a resolution for the immediate voluntary liquidation of the Company
at that time. At present, based on the current liquidity profile, the Directors
believe that the Company will be in a position to put forward a resolution for
voluntary liquidation in or around early 2013. However, this is subject to
change depending on the ability of the Company to realise its assets in the
interests of all Shareholders.
Settlement
In the case of Shares held in uncertificated form (that is, in CREST),
redemptions will take effect automatically on each Redemption Date and redeemed
Shares will be cancelled. All Shares of each class in issue will be disabled in
CREST on the Redemption Date and the existing ISINs applicable to such classes
of Shares (the "Old ISINs") (which, for the first redemption, in respect of the
Euro Shares, Sterling Shares and US Dollar Shares, are JE00B2PXNC07,
JE00B2PXDB91 and JE00B2PXNQ43, respectively) will expire. A new ISIN (the "New
ISINs") in respect of the remaining Shares of each class in issue and which
have not been redeemed will be enabled and available for transactions from and
including the first Business Day following the relevant Redemption Date (or
such other date notified to Shareholders). New ISINs will be notified to
Shareholders in the Redemption Announcement. Up to and including the Redemption
Date, Shares will be traded under the Old ISINs and, as such, a purchaser of
such Shares would have a market claim for a proportion of the redemption
proceeds. CREST will automatically transform any open transactions as at the
Redemption Date (which is the record date for the purposes of the redemption)
into the New ISINs.
In the case of Shares held in certificated form (that is, not in CREST),
redemptions will take effect automatically on each Redemption Date. As the
Shares will be compulsorily redeemed, certificated Shareholders do not need to
return their Share certificates to the Company in order to claim their
redemption monies. Shareholders' existing Share certificates will be cancelled
and new Share certificates will be issued to each such Shareholder for the
balance of their shareholding after each Redemption Date. Cheques will
automatically be issued to certificated Shareholders upon the cancellation of
any of their Shares. All Shares that are redeemed will be cancelled with effect
from the relevant Redemption Date. Accordingly, once redeemed, Shares will be
incapable of transfer.
Payments of redemption monies are expected to be effected either through CREST
(in the case of shares held in uncertificated form) or by cheque (in the case
of shares held in certificated form) within 14 Business Days of the relevant
Redemption Date, or as soon as practicable thereafter. Shareholders will be
paid their redemption proceeds in the currency in which their Shares are
denominated or as determined by the Directors.
6. New Articles
It is proposed that the existing Articles be substituted with the New Articles.
The adoption of the New Articles will enable the Company to effect the
Proposals. The substantive changes contained in the New Articles (i) permit the
Directors, at their sole discretion, compulsorily to redeem Shares on an
ongoing basis in order to return capital to Shareholders and (ii) permit the
Board to suspend the right of conversion between Share classes at its sole
discretion at any time during the Managed Wind-down process.
A copy of the existing Articles and the New Articles will be available for
inspection at the offices of Herbert Smith LLP, Exchange House, Primrose
Street, London EC2A 2HS and at the registered office of the Company during
normal business hours on any Business Day (Saturdays and public holidays
excepted) from the date of this Circular until the conclusion of the
Extraordinary General Meeting and the Class Meetings and at the place of the
Extraordinary General Meeting and the Class Meetings for at least 15 minutes
prior to, and during, the relevant meeting.
7. Listing
The Board intends to maintain the Company's listing for as long as the
Directors believe it to be practicable during the Managed Wind-down period, in
accordance with feedback from the Company's major Shareholders as to their
desire to continue holding listed shares, subject to the ability of the Company
to continue to comply with its obligations under the Listing Rules (including
the obligation to ensure that a sufficient number of its Shares are in public
hands.
The Board believes that maintaining the Company's listing is in the best
interests of Shareholders for the following reasons:
* the listing should allow the Shares to remain eligible for ISAs and SIPPs;
* the listing will allow for the maintenance of a daily market price in the
Shares, as required by certain Shareholders;
* maintaining the listing prevents certain Shareholders from breaching their
own investment restrictions, for example where they are required to hold listed
securities or instruments with daily liquidity; and
* maintaining the listing allows continued trading, which will give
Shareholders the option to realise their shareholding(s) in the Company through
market sales prior to the conclusion of the Managed Wind-down.
The cost efficiency of retaining the Company's listing will continue to be
monitored and reviewed by the Board on an ongoing basis. The Board may propose
a cancellation of the Company's listing before it ceases to comply with the
Listing Rules although any such proposal will be subject to the approval of
Shareholders.
The Directors shall immediately notify the FSA and seek suspension of the
listing of the Shares pursuant to Listing Rule 5 if the Company can no longer
satisfy the continuing obligations for listing set out in the Listing Rules
(including if the percentage of Shares held in public hands (as such phrase is
used in current Listing Rule 6.1.19(4)R) falls below 25 per cent. of the total
number of issued Shares).
8. Management and Performance Fees
Management Fee
The Manager is entitled to a Management Fee which is payable quarterly and
calculated as one-forth of 1.5 per cent. of the Net Asset Value of the relevant
class of Shares as at the last Valuation Date in the relevant quarter.
The Manager has agreed that no Management Fee will be payable in respect of the
cash held by the Company resulting from the realisation of the Company's assets
and awaiting distribution to Shareholders through the compulsory redemption of
Shares pursuant to the Managed Wind-down process.
Performance Fee
The Manager is entitled to an annual Performance Fee in respect of each class
of Shares based on growth in Net Asset Value in a relevant period, adjusted for
any increases or decreases in Net Asset Value arising from the issue,
repurchase or redemption of Shares of the relevant class or any conversions of
Shares from one class to another. The Company is currently accruing for the
Performance Fee that is expected to become due for the period 1 January 2011 to
31 December 2011.
9. NAV Reporting
During the course of the Managed Wind-down period, the Company intends to
continue to publish the NAV per Share of each class on at least a monthly basis
in accordance with the provisions of the Prospectus dated 4 April 2008. In
addition, the Company expects to continue to publish the estimated weekly NAV
per Share of each class.
10. Risks associated with the Proposals
In considering your decision in relation to the Proposals, you are referred to
the risks set out below.
Shareholders should read this Circular carefully and in its entirety and, if
you are in any doubt about the contents of this Circular or the action you
should take, you are recommended to seek immediately your own personal
financial advice from your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser authorised under the UK Financial Services
and Markets Act 2000.
Only those risks which are material and currently known to the Company have
been disclosed. Additional risks and uncertainties not currently known to the
Company, or that the Company currently deems to be immaterial, may also have an
adverse effect on the Company.
* The value of the Portfolio may fluctuate and Shareholders' investment in the
Company could decline substantially.
* The Company's assets may not be realised at their Net Asset Value, and it is
possible that the Company may not be able to realise some assets at any value.
* In a Managed Wind-down, the value of the Portfolio will be reduced and
concentrated in fewer holdings. In addition, as the Portfolio is concentrated
in fewer holdings, the number of underlying managers in respect of Portfolio
assets may be reduced and the Company's exposure to varying management
strategies may be limited.
* Where the Board determines that the Portfolio no longer retains sufficient
liquidity for the Manager to be able to maintain a full currency hedging
programme, it may be appropriate for the Board to decide to terminate the
Company's current currency hedging arrangements. If terminated, holders of
Shares denominated in currencies other than the US Dollar would be exposed to
subsequent fluctuations in the US Dollar/Sterling/Euro exchange rates.
* The liquidity profile of the Portfolio is such that Shareholders may have to
wait a considerable period of time before receiving all their distributions
pursuant to the Managed Wind-down. During that time the Portfolio may not be
managed in a balance manner which may adversely affect its performance.
* The details of the Company's anticipated liquidity profile during the Managed
Wind-down as set out in this Circular are indicative only and should not under
any circumstances be considered a prediction, forecast or guarantee of the
Company's actual Portfolio liquidity profile or an indication as to the timing
of distributions to Shareholders pursuant to the proposed Managed Wind-down of
the Portfolio for which the Company is seeking Shareholder approval.
* The maintenance of the Company as an ongoing listed vehicle will entail
administrative, legal and listing costs, which will decrease the amount
ultimately distributed to Shareholders. The listing of the Shares may at some
stage during the Managed Wind-down be suspended and subsequently cancelled, at
which point such Shares will no longer be capable of being traded on the London
Stock Exchange.
* It should also be noted that there may be other matters or factors which
affect the availability, amount or timing of receipt of the proceeds of
realisation of some or all of the Company's investments. In particular, ongoing
redemptions will decrease the size of the Company's assets, thereby increasing
the impact of fixed costs incurred by the Company on the remaining assets. In
determining the size of any distributions, the Directors will take into account
the Company's ongoing running costs, however, should these costs be greater
than expected or should cash receipts for the realisations of investments be
less than expected, this will reduce the amount available for Shareholders in
future distributions.
* Redemptions of Shares will be made at the Directors' sole discretion, as and
when they deem that the Company has sufficient assets available to make a
redemption. Shareholders will therefore have little certainty as to when their
Shares will be redeemed.
11. Extraordinary General Meeting and Class Meetings
The Proposals are subject to Shareholder approval. Notice convening the
Extraordinary General Meeting, to be held at 11.00 a.m. on 18 August 2011 at
the offices of BlackRock (Channel Islands) Limited, Forum House, Grenville
Street, St Helier, Jersey, JE1 0BR is set out at the end of this Circular,
together with Notices in respect of each of the Class Meetings. The Notices
include the full text of the Special Resolutions.
The Special Resolutions will, if passed, amend the Investment Objective and
Policy of the Company in the manner described above, permit the Board to
terminate the Company's currency hedging programme at their sole discretion and
adopt the New Articles.
Pursuant to the Articles, the Proposals are deemed to have the effect of
modifying the specific rights attached to the Euro Shares, Sterling Shares and
US Dollar Shares. Accordingly, it is necessary to convene further, separate
Class Meetings with respect to holders of Euro Shares, Sterling Shares and US
Dollar Shares to approve the proposed changes to the Investment Objective and
Policy and the Company's currency hedging programme and the proposed amendments
to the Articles. The Class Meetings in respect of the Euro Shares, Sterling
Shares and US Dollar Shares will be held at the offices of BlackRock (Channel
Islands) Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR on
18 August 2011 at 11.15 a.m., 11.20 a.m. and 11.25 a.m. respectively (or as
soon thereafter as the Extraordinary General Meeting or previous Class Meeting,
as applicable, shall have concluded or been adjourned) and the notice convening
each of the Class Meetings is set out at the end of this Circular. At the Class
Meetings, Special Resolutions will be proposed to approve the changes to the
Investment Objective and Policy and the Company's currency hedging programme
and to adopt the New Articles. The Special Resolutions will each require the
approval of a majority of not less than two thirds of the total voting rights
held by the holders of Euro Shares, Sterling Shares or US Dollar Shares (as
appropriate) cast at each respective Class Meeting, whether voted by the
holders thereof in person or by proxy.
In order to become effective, the Special Resolutions must be approved by the
requisite majority of Shareholders at the Extraordinary General Meeting and
holders of the Euro Shares, Sterling Shares and US Dollar Shares at the Class
Meetings.
The quorum for the Extraordinary General Meeting will be two persons entitled
to vote, each being a Shareholder or proxy for a Shareholder or duly authorised
representative of a body corporate. If within half an hour after the time
appointed for the Extraordinary General Meeting a quorum is not present, the
Extraordinary General Meeting shall stand adjourned to the same day in the next
week (or if that day is a public holiday in Jersey to the next working day
thereafter) at the same time and place and no notice of such adjournment need
be given. At the adjourned Extraordinary General Meeting, if a quorum of two
persons entitled to vote (as described above) is not present within half an
hour from the time appointed for the meeting, one person entitled to vote (as
described above) shall constitute a quorum.
The quorum for each of the Class Meetings will be persons holding or
representing by proxy at least one-third in number of the issued Shares of the
relevant class, each being a Shareholder or proxy for a Shareholder or duly
authorised representative of a body corporate. If within half an hour after the
time appointed for the relevant Class Meeting, a quorum is not present, the
relevant Class Meeting shall stand adjourned to the same day in the next week
(or if that day is a public holiday in Jersey to the next working day
thereafter) at the same time and place and no notice of such adjournment need
be given. At the adjourned Class Meeting, if a quorum of at least one-third in
number of the issued Shares of the relevant class is not present within half an
hour from the time appointed for the meeting, one person entitled to vote (as
described above) shall constitute a quorum.
ACTION TO BE TAKEN BY SHAREHOLDERS
Forms of Proxy
If you are a Shareholder, you will find enclosed with this Circular the Forms
of Proxy for use at the Extraordinary General Meeting and the Class Meetings.
Whether or not you intend to be present at the Extraordinary General Meeting
and Class Meetings, you are asked to complete the Forms of Proxy in accordance
with the instructions printed thereon and to return the Forms of Proxy to the
Company's Registrar, Computershare Investor Services (Jersey) Limited,
Queensway House, Hilgrove Street, St. Helier, Jersey JE1 1ES, to arrive by the
time and date specified on the Forms of Proxy.
The completion and return of the Forms of Proxy will not preclude you from
attending either the Extraordinary General Meeting or the Class Meetings and
voting in person if you wish to do so.
12. Recommendation
The Board considers that the Proposals (comprising changes to the Company's
Investment Policy and Objective and currency hedging programme and the adoption
of the New Articles) are in the best interests of the Company and of
Shareholders as a whole. Accordingly, the Board unanimously recommends
Shareholders to vote in favour of the Special Resolutions to be proposed at the
Extraordinary General Meeting and each of the Class Meetings, as the Directors
intend to do in respect of their entire beneficial shareholdings of 9,366
Shares, representing 0.072 per cent. of the total number of issued Shares in
the Company.
Yours faithfully
Colin Maltby
Chairman
PART II - ADDITIONAL INFORMATION
1. Documents Available for Inspection
Copies of the following documents will be available for inspection at the
offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS
and at the registered office of the Company during normal business hours on any
Business Day (Saturdays and public holidays excepted) from the date of this
Circular until the conclusion of the Extraordinary General Meeting and the
Class Meetings and at the place of the Extraordinary General Meeting and the
Class Meetings for at least 15 minutes prior to, and during, the relevant
meeting.
* the Memorandum and Articles;
* a draft of the proposed New Articles (showing the full terms of the
amendments proposed to be made); and
* this Circular.
Copies of these documents are also available free of charge in Jersey from the
Company's Registrar, Computershare Investor Services (Jersey) Limited,
Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES.
The Articles (including the draft of the proposed New Articles showing the full
terms of the amendments proposed to be made) will be available at the
Extraordinary General Meeting and each of the Class Meetings for at least 15
minutes prior to and during the relevant meeting.
2. Taxation
The following comments are intended only as a general guide to certain aspects
of current UK tax law and HM Revenue & Customs' ("HMRC") published practice,
both of which are subject to change possibly with retrospective effect. They
are of a general nature and do not constitute tax advice and apply only to
Shareholders who are resident or ordinarily resident in the UK (except where
indicated) and who hold their Shares beneficially as an investment. They do not
address the position of certain classes of Shareholders such as dealers in
securities, insurance companies or collective investment schemes. Individuals
who are Shareholders who are not ordinarily resident in the UK or who are not
domiciled in the UK, should note the changes to the taxation of such
individuals as contained in the UK Finance Act 2008, as amended, which may
result in their being subject to tax in the UK if they dispose of Shares.
Subject to the comments in the next paragraph, any Shareholder who is UK
resident or ordinarily resident may, depending on that Shareholder's personal
circumstances, be subject to capital gains tax (or, in the case of a corporate
Shareholder, corporation tax on chargeable gains) in respect of any gain
arising on a disposal (including a redemption or on the liquidation of the
Company) of their Shares. For such individuals, capital gains are taxed at a
rate of 18 per cent. (for basic rate taxpayers) or 28 per cent. (for higher or
additional rate taxpayers). Individuals may, depending on their personal
circumstances, benefit from certain reliefs and allowances (including an annual
exemption from capital gains which is GBP10,600 for the tax year 2011/2012). For
corporate Shareholders within the charge to UK corporation tax, indexation
allowance may apply to reduce any chargeable gain arising on the disposal of
Shares but will not create or increase an allowable loss. Shareholders who are
not resident or ordinarily resident in the UK for taxation purposes will not
normally be liable to UK taxation on chargeable gains arising from the disposal
of their Shares unless those Shares are held for the purposes of a trade,
profession or vocation through a UK branch, agency or permanent establishment,
although they may be subject to foreign taxation depending on their personal
circumstances. Individual Shareholders who are temporarily neither resident nor
ordinarily resident in the UK for tax purposes may be liable to capital gains
tax under tax anti-avoidance legislation.
The treatment described above is based on any gain arising on a disposal of a
Shareholder's Shares not being taxed as income under the "offshore fund" rules
which apply for the purposes of UK tax legislation. Under current law, if the
Company (or any class of Shares) were to be treated for UK taxation purposes as
an "offshore fund", gains on disposals of Shares realised by a Shareholder
would be taxable as income and not as capital gains. Under current law, neither
the Company (nor any class of Shares) should be treated as an "offshore fund".
Shareholders who are subject to tax in a jurisdiction other than the UK or who
are in any doubt as to the potential tax consequences of the Proposals for
their Shares are strongly recommended to consult their own professional
advisers without delay.
The information relating to taxation set out above is a general guide and is
not exhaustive. It is based on law and published practice currently in force in
the United Kingdom and is subject to changes therein (potentially with
retrospective effect).
3. Directors' and other material interests
Insofar as is known to the Company, no Director, nor any of their connected
persons, the existence of which is known to, or could with reasonable diligence
be ascertained by, such Director whether or not held through another party, has
any interest in the share capital of the Company or any options in respect of
such capital immediately as at the date of this Circular save as discussed on
the table immediately below.
Director No. of Shares Percentage of
voting rights
Colin Maltby 4,366 Euro Shares 0.031
Frank Le Feuvre - -
Jonathan Ruck Keene 5,000 Sterling Shares 0.041
John Siska - -
Philip Smith - -
It is noted that Messrs Ruck Keene and Le Feuvre are employees of BlackRock
and, as such, as non-independent Directors are deemed to have an interest in
the Company's Investment Management Agreement with the Investment Manager and
the Management Agreement with the Manager. Accordingly, Messrs Ruck Keene and
Le Feuvre have abstained from all discussions and decisions of the Board in
relation to the Investment Manager and the payment of Management Fees.
As at 14 July 2011, the following direct and indirect interests in the
Company's capital had been notified to the Company in accordance with the
Disclosure Rules. None of the Company's major Shareholders have any different
or special voting rights.
Shareholder Percentage of voting rights
BlackRock, Inc.* 15.73%
Bupa Insurance Limited 17.31%
Weiss Asset Management LP (as 15.24%
Investment Manager to
Brookdale International Partners LP and
Brookdale Global Opportunity Fund)
Investec Wealth & Investment Limited 6.92%
Investec Asset Management Ltd 14.57%
*includes 1,572,621 Sterling Shares held by L&G Target Return Trust representing
12.17% of the total voting rights.
4. Significant Change
Except as detailed below, there has been no significant change in the trading
or financial position of the Company in the period since 31 December 2010, the
date of the Company's 2010 Annual Report and Accounts.
The net asset value per US Dollar Share has increased from US$10.16 as at 31
December 2010 to US$10.45 as at 8 July 2011 (unaudited), the net asset value
per Euro Share has increased from EUR9.87 as at 31 December 2010 to EUR10.16 as at
8 July 2011 (unaudited) and the net asset value per Sterling Share has
increased from GBP9.89 as at 31 December 2010 to GBP10.19 as at 8 July 2011
(unaudited).
15 July 2011
DEFINITIONS
"Articles" the articles of association of the Company in force
from time to time
"Board" or "Directors" the board of directors of the Company whose names
are set out in Part I of this Circular
"Business Day" a day on which the London Stock Exchange and banks
in Jersey are normally open for business
"Circular" this document
"Class Meeting" the meeting of holders of Euro Shares, Sterling
Shares and/or US Dollar Shares (as the context
requires) convened for 18 August 2011 (or any
adjournment thereof), a notice of which is set out
at the end of this Circular
"Company" BlackRock Absolute Return Strategies Ltd
"CREST" the facilities and procedures for the time being of
the relevant system of which Euroclear UK and
Ireland Limited has been approved as operator
pursuant to the Uncertificated Securities
Regulations 2001 (SI 2001 No.2001/3755) of the
United Kingdom
"Euroclear" the securities settlement and clearing provider
Euroclear UK and Ireland Limited, a member of the
Euroclear group
"Euro Shareholders" holders of Euro Shares
"Euro Shares" Shares in the Company denominated in Euros
"Extraordinary General the extraordinary general meeting of the Company
Meeting" convened for 11.00 a.m. on 18 August 2011 at the
offices of BlackRock (Channel Islands) Limited,
Forum House, Grenville Street, St Helier, Jersey,
JE1 0BR (or any adjournment thereof), notice of
which is set out at the end of this Circular
"Forms of Proxy" the forms of proxy for use at the Extraordinary
General Meeting or Class Meetings, as appropriate
"FSA" the Financial Services Authority of the United
Kingdom
"Investment Objective and the investment objective and policy set out in the
Policy" Prospectus
"ISA" an individual savings account
"Listing Rules" the listing rules made by the FSA for the purposes
of Part VI of the UK Financial Services and Markets
Act 2000
"Managed Wind-down" the wind-down of the Portfolio as described in this
Circular
"Management Agreement" the current investment management agreement between
the Company and the Manager, as amended
"Management Fee" the management fee payable to the Manager under the
Management Agreement
"Manager" BlackRock (Channel Islands) Limited
"Memorandum" the memorandum of association of the Company in
force from time to time
"NAV" or "Net Asset Value" the value of the assets of the Company less its
liabilities determined in accordance with the
accounting principles adopted by the Company from
time to time
"Net Asset Value Date" a date on which an estimated or confirmed Net Asset
Value per Share is published by the Company
"New Articles" the new articles of association of the Company as
proposed to be adopted at the Extraordinary General
Meeting and the Class Meetings pursuant to the
Special Resolutions
"Notice of Extraordinary the notice convening the Extraordinary General
General Meeting" Meeting, as set out at the end of this Circular
"Performance Fee" the performance fee payable to the Manager under the
Management Agreement
"Portfolio" the Company's portfolio of investments from time to
time
"Proposals" the proposals described in this Circular
"Prospectus" the prospectus of the Company dated 4 April 2008
"Redemption Announcement" the announcements to be made by the Company to
Shareholders in advance of any compulsory redemption
"Redemption Date" the date on which a compulsory redemption becomes
effective
"Redemption Price" the price per Share of each class at which Shares of
that class will be redeemed on a particular
Redemption Date in connection with the Managed
Wind-down as determined by the Directors by
reference to the Net Asset Value per Share of the
relevant class (as at a Net Asset Value Date
selected by the Directors) and adjusted as the
Directors consider appropriate
"Redemption Record Date" the close of business on the relevant Redemption
Date or as otherwise set out in the relevant
Redemption Announcement
"Registrar" Computershare Investor Services (Jersey) Limited,
Queensway House, Hilgrove Street, St Helier, Jersey
JE1 1ES
"Relevant Percentage" the percentage of each class of Shares to be
redeemed by the Company on a given Redemption Date
"RIS" a regulatory information service, being one of the
service providers listed in Schedule 12 of the
Listing Rules
"Shareholders" holders of Shares
"Shares" the Sterling Shares, the Euro Shares and/or the US
Dollar Shares of no par value in the capital of the
Company
"SIPP" a self-invested pension plan
"Special Resolutions" the special resolutions set out in the Notice of
Extraordinary General Meeting and each Notice of
Class Meetings to be proposed at the Extraordinary
General Meeting and each of the Class Meetings,
which require a majority representing not less than
two thirds of the Shareholders present in person or
by proxy and entitled to vote and voting at the
appropriate meeting
"Sterling Shareholders" holders of Sterling Shares
"Sterling Shares" Shares in the Company denominated in Sterling
"US Dollar Shareholders" holders of US Dollar Shares
"US Dollar Shares" Shares in the Company denominated in US Dollars
"Valuation Date" the last Business Day of each month
BLACKROCK ABSOLUTE RETURN STRATEGIES LTD
(a registered closed-ended investment company, incorporated with limited
liability under the
laws of Jersey with registered number 100291; the "Company")
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company
will be held at the offices of BlackRock (Channel Islands) Limited, Forum
House, Grenville Street, St Helier, Jersey, JE1 0BR at 11.00 a.m. on 18 August
2011 to consider and, if thought fit, to pass the following resolution as a
special resolution:
SPECIAL RESOLUTION
THAT:
conditional upon the passing of an identical Special Resolution by the Euro
Shareholders at a Class Meeting of the holders of Euro Shares, by the Sterling
Shareholders at a Class Meeting of the holders of Sterling Shares and the US
Dollar Shareholders at a Class Meeting of the holders of US Dollar Shares:
(a) the Company modify its Investment Objective and Policy in the manner
described in the Circular sent by the Company to its Shareholders on 15 July
2011;
(b) the Company modify its currency hedging programme in the manner described
in the Circular sent by the Company to its Shareholders on 15 July 2011; and
(c) the New Articles, which are drafted to effect the Proposals described in
the Circular sent by the Company to its Shareholders on 15 July 2011, be
approved and adopted as the articles of association of the Company in
substitution for and to the exclusion of the existing Articles in the form
presented to the meeting and initialled by the Chairman for the purpose of
identification.
Save where the context requires otherwise, the definitions contained in the
Circular shall have the same meanings where used in this Special Resolution.
By order of the Board Registered office:
BlackRock (Channel Islands) Limited Forum House
Secretary Grenville Street
Jersey
Channel Islands, JE1 0BR
Date: 15 July 2011
Notes:
1. The Company, pursuant to the Companies (Uncertificated Securities) (Jersey)
Order 1999, specifies that only those persons entered on the register of
members of the Company as at 6.00 p.m. on 16 August 2011 shall be entitled to
attend or vote at the meeting in respect of the number of shares registered in
their name at that time. Changes to entries on the register of members after
6.00 p.m. on 16 August 2011 shall be disregarded in determining the rights of
any person to attend or vote at the meeting. If the meeting is adjourned to a
time not more than 48 hours after the specified time applicable to the original
meeting, that time will also apply for the purpose of determining the
entitlement of members to attend and vote (and for the purposes of determining
the number of votes they may cast) at the adjourned meeting. If however, the
meeting is adjourned for a longer period then, to be so entitled, members must
be entered on the Company's register of members at 6.00 p.m. on the day two
days prior to the adjourned meeting, or, if the Company gives notice of the
adjourned meeting, at the time specified in that notice.
2. The following documents will be available for inspection at the Company's
registered office, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR,
during normal business hours on weekdays (Saturdays and public holidays
excluded) and at the place of the Extraordinary General Meeting from 9.00 a.m.
on the day of the meeting until its conclusion:
(i) the Memorandum and Articles;
(ii) a draft of the proposed New Articles (showing the full terms of the
amendments proposed to be made); and
(iii) this Circular.
3. A member entitled to attend and vote at the meeting may appoint a proxy or
proxies to attend and, on a poll, to vote in his/her place. A proxy need not be
a member of the Company. If a shareholder wants their proxy to speak on their
behalf, they must appoint someone other than the Chairman as their proxy. A
shareholder may appoint more than one proxy, provided that the total number of
such proxies shall not exceed the total number of shares carrying an
entitlement to attend such meeting held by such member. The appointment of a
proxy will not preclude members entitled to attend and vote at the meeting (or
at any adjournment(s) of the meeting) from doing so in person if they so wish.
4. A vote withheld is not a vote in law, which means that the vote will not be
counted in the calculation of votes for or against the resolution. If in your
proxy form you either select the "Vote withheld" option or if no voting
indication is given, your proxy will vote or abstain from voting at his or her
discretion. Your proxy will vote (or abstain from voting) as he or she thinks
fit in relation to any other matter which is put before the meeting.
5. Under Jersey law, corporations may only appoint one corporate
representative. Corporations wishing to allocate their votes to more than one
person should use the proxy arrangements.
6. Any person to whom this notice is sent who is a person nominated to enjoy
information rights (a "Nominated Person") may, under an agreement between him/
her and the shareholder by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the meeting. If a
Nominated Person has no such proxy appointment right or does not wish to
exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment
of proxies in paragraph 3 above does not apply to Nominated Persons. The rights
described in that paragraph can only be exercised by shareholders of the
Company.
8. To be valid, an appointment of proxy must be returned using one of the
following methods:
(i) in the case of all Shareholders by sending a proxy form (together, if
appropriate, with the power of attorney or other written authority under which
it is signed or a certified copy of such power or authority) to the office of
the Company's registrars, Computershare Investor Services (Jersey) Limited,
Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES; or
(ii) in the case of Sterling Shareholders who are CREST members only, by
utilising the CREST electronic proxy appointment service,
and in each case the appointment of proxy (together with any relevant power/
authority) must be received (or, in the case of the appointment of a proxy
through CREST, retrieved by enquiry to CREST in the manner prescribed by CREST)
by the Company's registrars not later than 48 hours before the time appointed
for holding the meeting.
9. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the meeting and any
adjournment(s) of the meeting by using the procedures described in the CREST
Manual. CREST personal members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider(s), should refer to
their CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf. In order for a proxy appointment or
instruction made using the CREST service to be valid, the appropriate CREST
message (a "CREST Proxy Instruction") must be properly authenticated in
accordance with Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy or an amendment
to the instruction given to a previously appointed proxy, must, in order to be
valid, be transmitted so as to be received by the issuer's agent [(ID 3RA50)]
by the latest time(s) for receipt of proxy appointments specified in note 8
above. For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST Applications
Host) from which the issuer's agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be communicated to the
appointee by other means. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear does not make
available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the input of
CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider(s), to procure that
his/her CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The Company may treat as
invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of
the Companies (Uncertificated Securities) (Jersey) Order 1999.
10. The quorum for the Extraordinary General Meeting will be two persons
entitled to vote, each being a Shareholder or proxy for a Shareholder or duly
authorised representative of a body corporate. If within half an hour after the
time appointed for the Extraordinary General Meeting a quorum is not present,
the Extraordinary General Meeting shall stand adjourned to the same day in the
next week (or if that day is a public holiday in Jersey to the next working day
thereafter) at the same time and place and no notice of such adjournment need
be given. At the adjourned Extraordinary General Meeting, if a quorum of two
persons entitled to vote (as described above) are not present within half an
hour from the time appointed for the meeting, one person entitled to vote (as
described above) shall constitute a quorum.
11. In order to pass the Special Resolution, a majority representing not less
than two thirds of the Shareholders present in person or by proxy and entitled
to vote and voting at the meeting must vote in favour of the Special
Resolution.
12. To allow effective continuation of the meeting, if it is apparent to the
Chairman that no Shareholders will be present in person or by proxy, other than
by proxy in the Chairman's favour, the Chairman may appoint a substitute to act
as proxy in his stead for any Shareholder, provided that such substitute proxy
shall vote on the same basis as the Chairman.
BLACKROCK ABSOLUTE RETURN STRATEGIES LTD
(a registered closed-ended investment company, incorporated with limited
liability under the
laws of Jersey with registered number 100291; the "Company")
NOTICE OF A CLASS MEETING OF THE HOLDERS OF EURO SHARES
("CLASS MEETING")
NOTICE IS HEREBY GIVEN that a Class Meeting of the holders of Euro Shares in
the Company will be held at the offices of BlackRock (Channel Islands) Limited,
Forum House, Grenville Street, St Helier, Jersey, JE1 0BR at 11.15 a.m. on 18
August 2011 (or as soon thereafter as the Extraordinary General Meeting of the
Company convened for the same date shall have concluded or been adjourned) to
consider and, if thought fit, to pass the following resolution as a special
resolution:
SPECIAL RESOLUTION
THAT:
conditional upon the passing of an identical Special Resolution by the
Shareholders of the Company at an Extraordinary General Meeting of the Company,
by the Sterling Shareholders at a Class Meeting of the holders of Sterling
Shares and by the US Dollar Shareholders at a Class Meeting of the holders of
US Dollar Shares:
(a) the Company modify its Investment Objective and Policy in the manner
described in the Circular sent by the Company to its Shareholders on 15 July
2011;
(b) the Company modify its currency hedging programme in the manner described
in the Circular sent by the Company to its Shareholders on 15 July 2011; and
(c) the New Articles, which are drafted to effect the Proposals described in
the Circular sent by the Company to its Shareholders on 15 July 2011, be
approved and adopted as the articles of association of the Company in
substitution for and to the exclusion of the existing Articles in the form
presented to the meeting and initialled by the Chairman for the purpose of
identification.
Save where the context requires otherwise, the definitions contained in the
Circular shall have the same meanings where used in this Special Resolution.
By order of the Board Registered office:
BlackRock (Channel Islands) Limited Forum House
Secretary Grenville Street
Jersey
Channel Islands, JE1 0BR
Date: 15 July 2011
Notes:
1. The Company, pursuant to the Companies (Uncertificated Securities) (Jersey)
Order 1999, specifies that only those persons entered on the register of
members of the Company as at 6.00 p.m. on 16 August 2011 shall be entitled to
attend or vote at the meeting in respect of the number of shares registered in
their name at that time. Changes to entries on the register of members after
6.00 p.m. on 16 August 2011 shall be disregarded in determining the rights of
any person to attend or vote at the meeting. If the meeting is adjourned to a
time not more than 48 hours after the specified time applicable to the original
meeting, that time will also apply for the purpose of determining the
entitlement of members to attend and vote (and for the purposes of determining
the number of votes they may cast) at the adjourned meeting. If however, the
meeting is adjourned for a longer period then, to be so entitled, members must
be entered on the Company's register of members at 6.00 p.m. on the day two
days prior to the adjourned meeting, or, if the Company gives notice of the
adjourned meeting, at the time specified in that notice.
2. The following documents will be available for inspection at the Company's
registered office, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR,
during normal business hours on weekdays (Saturdays and public holidays
excluded) and at the place of the Extraordinary General Meeting and Class
Meetings from 9.00 a.m. on the day of the meeting until its conclusion:
(i) the Memorandum and Articles;
(ii) a draft of the proposed New Articles (showing the full terms of the
amendments proposed to be made); and
(iii) this Circular.
3. A member entitled to attend and vote at the meeting may appoint a proxy or
proxies to attend and, on a poll, to vote in his/her place. A proxy need not be
a member of the Company. If a shareholder wants their proxy to speak on their
behalf, they must appoint someone other than the Chairman as their proxy. A
shareholder may appoint more than one proxy, provided that the total number of
such proxies shall not exceed the total number of shares carrying an
entitlement to attend such meeting held by such member. The appointment of a
proxy will not preclude members entitled to attend and vote at the meeting (or
at any adjournment(s) of the meeting) from doing so in person if they so wish.
4. A vote withheld is not a vote in law, which means that the vote will not be
counted in the calculation of votes for or against the resolution. If in your
proxy form you either select the "Vote withheld" option or if no voting
indication is given, your proxy will vote or abstain from voting at his or her
discretion. Your proxy will vote (or abstain from voting) as he or she thinks
fit in relation to any other matter which is put before the meeting.
5. Under Jersey law, corporations may only appoint one corporate
representative. Corporations wishing to allocate their votes to more than one
person should use the proxy arrangements.
6. Any person to whom this notice is sent who is a person nominated to enjoy
information rights (a "Nominated Person") may, under an agreement between him/
her and the shareholder by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the meeting. If a
Nominated Person has no such proxy appointment right or does not wish to
exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment
of proxies in paragraph 3 above does not apply to Nominated Persons. The rights
described in that paragraph can only be exercised by shareholders of the
Company.
8. To be valid, an appointment of proxy must be returned by sending a proxy
form (together, if appropriate, with the power of attorney or other written
authority under which it is signed or a certified copy of such power or
authority) to the office of the Company's registrars, Computershare Investor
Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey
JE1 1ES, such appointment of proxy (together with any relevant power/authority)
to be received by the Company's registrars not later than 48 hours before the
time appointed for holding the meeting.
9. The quorum for the Class Meeting will be persons holding or representing by
proxy at least one-third in number of the issued Shares of the relevant class,
each being a Shareholder or proxy for a Shareholder or duly authorised
representative of a body corporate. If within half an hour after the time
appointed for the Class Meeting, a quorum is not present, the Class Meeting
shall stand adjourned to the same day in the next week (or if that day is a
public holiday in Jersey to the next working day thereafter) at the same time
and place and no notice of such adjournment need be given. At the adjourned
Class Meeting, if a quorum of at least one-third in number of the issued Shares
of the relevant class is not present within half an hour from the time
appointed for the meeting, one person entitled to vote (as described above)
shall constitute a quorum.
10. In order to pass the Special Resolution, a majority representing not less
than two thirds of the Shareholders present in person or by proxy and entitled
to vote and voting at the meeting must vote in favour of the Special
Resolution.
11. To allow effective continuation of the meeting, if it is apparent to the
Chairman that no Euro Shareholders will be present in person or by proxy, other
than by proxy in the Chairman's favour, the Chairman may appoint a substitute
to act as proxy in his stead for any Euro Shareholder, provided that such
substitute proxy shall vote on the same basis as the Chairman.
BLACKROCK ABSOLUTE RETURN STRATEGIES LTD
(a registered closed-ended investment company, incorporated with limited
liability under the
laws of Jersey with registered number 100291; the "Company")
NOTICE OF A CLASS MEETING OF THE HOLDERS OF STERLING SHARES
("CLASS MEETING")
NOTICE IS HEREBY GIVEN that a Class Meeting of the holders of Sterling Shares
in the Company will be held at the offices of BlackRock (Channel Islands)
Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR at 11.20
a.m. on 18 August 2011 (or as soon thereafter as the Extraordinary General
Meeting of the Company convened for the same date shall have concluded or been
adjourned) to consider and, if thought fit, to pass the following resolution as
a special resolution:
SPECIAL RESOLUTION
THAT:
conditional upon the passing of an identical Special Resolution by the
Shareholders of the Company at an Extraordinary General Meeting of the Company,
by the Euro Shareholders at a Class Meeting of the holders of Euro Shares and
by the US Dollar Shareholders at a Class Meeting of the holders of US Dollar
Shares:
(a) the Company modify its Investment Objective and Policy in the manner
described in the Circular sent by the Company to its Shareholders on 15 July
2011;
(b) the Company modify its currency hedging programme in the manner described
in the Circular sent by the Company to its Shareholders on 15 July 2011; and
(c) the New Articles, which are drafted to effect the Proposals described in
the Circular sent by the Company to its Shareholders on 15 July 2011, be
approved and adopted as the articles of association of the Company in
substitution for and to the exclusion of the existing Articles in the form
presented to the meeting and initialled by the Chairman for the purpose of
identification.
Save where the context requires otherwise, the definitions contained in the
Circular shall have the same meanings where used in this Special Resolution.
By order of the Board Registered office:
BlackRock (Channel Islands) Limited Forum House
Secretary Grenville Street
Jersey
Channel Islands, JE1 0BR
Date: 15 July 2011
Notes:
1. The Company, pursuant to the Companies (Uncertificated Securities) (Jersey)
Order 1999, specifies that only those persons entered on the register of
members of the Company as at 6.00 p.m. on 16 August 2011 shall be entitled to
attend or vote at the meeting in respect of the number of shares registered in
their name at that time. Changes to entries on the register of members after
6.00 p.m. on 16 August 2011 shall be disregarded in determining the rights of
any person to attend or vote at the meeting. If the meeting is adjourned to a
time not more than 48 hours after the specified time applicable to the original
meeting, that time will also apply for the purpose of determining the
entitlement of members to attend and vote (and for the purposes of determining
the number of votes they may cast) at the adjourned meeting. If however, the
meeting is adjourned for a longer period then, to be so entitled, members must
be entered on the Company's register of members at 6.00 p.m. on the day two
days prior to the adjourned meeting, or, if the Company gives notice of the
adjourned meeting, at the time specified in that notice.
2. The following documents will be available for inspection at the Company's
registered office, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR,
during normal business hours on weekdays (Saturdays and public holidays
excluded) and at the place of the Extraordinary General Meeting and Class
Meetings from 9.00 a.m. on the day of the meeting until its conclusion:
(i) the Memorandum and Articles;
(ii) a draft of the proposed New Articles (showing the full terms of the
amendments proposed to be made); and
(iii) this Circular.
3. A member entitled to attend and vote at the meeting may appoint a proxy or
proxies to attend and, on a poll, to vote in his/her place. A proxy need not be
a member of the Company. If a shareholder wants their proxy to speak on their
behalf, they must appoint someone other than the Chairman as their proxy. A
shareholder may appoint more than one proxy, provided that the total number of
such proxies shall not exceed the total number of shares carrying an
entitlement to attend such meeting held by such member. The appointment of a
proxy will not preclude members entitled to attend and vote at the meeting (or
at any adjournment(s) of the meeting) from doing so in person if they so wish.
4. A vote withheld is not a vote in law, which means that the vote will not be
counted in the calculation of votes for or against the resolution. If in your
proxy form you either select the "Vote withheld" option or if no voting
indication is given, your proxy will vote or abstain from voting at his or her
discretion. Your proxy will vote (or abstain from voting) as he or she thinks
fit in relation to any other matter which is put before the meeting.
5. Under Jersey law, corporations may only appoint one corporate
representative. Corporations wishing to allocate their votes to more than one
person should use the proxy arrangements.
6. Any person to whom this notice is sent who is a person nominated to enjoy
information rights (a "Nominated Person") may, under an agreement between him/
her and the shareholder by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the meeting. If a
Nominated Person has no such proxy appointment right or does not wish to
exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment
of proxies in paragraph 3 above does not apply to Nominated Persons. The rights
described in that paragraph can only be exercised by shareholders of the
Company.
8. To be valid, an appointment of proxy must be returned using one of the
following methods:
(i) by sending a proxy form (together, if appropriate, with the power of
attorney or other written authority under which it is signed or a certified
copy of such power or authority) to the office of the Company's registrars,
Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove
Street, St Helier, Jersey JE1 1ES; or
(ii) in the case of CREST members, by utilising the CREST electronic proxy
appointment service,
and in each case the appointment of proxy (together with any relevant power/
authority) must be received (or, in the case of the appointment of a proxy
through CREST, retrieved by enquiry to CREST in the manner prescribed by CREST)
by the Company's registrars not later than 48 hours before the time appointed
for holding the meeting.
9. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the meeting and any
adjournment(s) of the meeting by using the procedures described in the CREST
Manual. CREST personal members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider(s), should refer to
their CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf. In order for a proxy appointment or
instruction made using the CREST service to be valid, the appropriate CREST
message (a "CREST Proxy Instruction") must be properly authenticated in
accordance with Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy or an amendment
to the instruction given to a previously appointed proxy, must, in order to be
valid, be transmitted so as to be received by the issuer's agent [(ID 3RA50)]
by the latest time(s) for receipt of proxy appointments specified in note 8
above. For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST Applications
Host) from which the issuer's agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be communicated to the
appointee by other means. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear does not make
available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the input of
CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider(s), to procure that
his/her CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual concerning
practical
limitations of the CREST system and timings. The Company may treat as invalid a
CREST Proxy Instruction in the circumstances set out in Article 34 of the
Companies (Uncertificated Securities) (Jersey) Order 1999.
10. The quorum for the Class Meeting will be persons holding or representing by
proxy at least one-third in number of the issued Shares of the relevant class,
each being a Shareholder or proxy for a Shareholder or duly authorised
representative of a body corporate. If within half an hour after the time
appointed for the Class Meeting, a quorum is not present, the Class Meeting
shall stand adjourned to the same day in the next week (or if that day is a
public holiday in Jersey to the next working day thereafter) at the same time
and place and no notice of such adjournment need be given. At the adjourned
Class Meeting, if a quorum of at least one-third in number of the issued Shares
of the relevant class is not present within half an hour from the time
appointed for the meeting, one person entitled to vote (as described above)
shall constitute a quorum.
11. In order to pass the Special Resolution, a majority representing not less
than two thirds of the Shareholders present in person or by proxy and entitled
to vote and voting at the meeting must vote in favour of the Special
Resolution.
12. To allow effective continuation of the meeting, if it is apparent to the
Chairman that no Sterling Shareholders will be present in person or by proxy,
other than by proxy in the Chairman's favour, the Chairman may appoint a
substitute to act as proxy in his stead for any Sterling Shareholder, provided
that such substitute proxy shall vote on the same basis as the Chairman.
BLACKROCK ABSOLUTE RETURN STRATEGIES LTD
(a registered closed-ended investment company, incorporated with limited
liability under the
laws of Jersey with registered number 100291; the "Company")
NOTICE OF A CLASS MEETING OF THE HOLDERS OF US DOLLAR SHARES
("CLASS MEETING")
NOTICE IS HEREBY GIVEN that a Class Meeting of the holders of US Dollar Shares
in the Company will be held at the offices of BlackRock (Channel Islands)
Limited, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR at 11.25
a.m. on 18 August 2011 (or as soon thereafter as the Extraordinary General
Meeting of the Company convened for the same date shall have concluded or been
adjourned) to consider and, if thought fit, to pass the following resolution as
a special resolution:
SPECIAL RESOLUTION
THAT:
conditional upon the passing of an identical Special Resolution by the
Shareholders of the Company at an Extraordinary General Meeting of the Company,
by the Sterling Shareholders at a Class Meeting of the holders of Sterling
Shares and by the Euro Shareholders at a Class Meeting of the holders of Euro
Shares:
(a) the Company modify its Investment Objective and Policy in the manner
described in the Circular sent by the Company to its Shareholders on 15 July
2011;
(b) the Company modify its currency hedging programme in the manner described
in the Circular sent by the Company to its Shareholders on 15 July 2011; and
(c) the New Articles, which are drafted to effect the Proposals described in
the Circular sent by the Company to its Shareholders on 15 July 2011, be
approved and adopted as the articles of association of the Company in
substitution for and to the exclusion of the existing Articles in the form
presented to the meeting and initialled by the Chairman for the purpose of
identification.
Save where the context requires otherwise, the definitions contained in the
Circular shall have the same meanings where used in this Special Resolution.
By order of the Board Registered office:
BlackRock (Channel Islands) Limited Forum House
Secretary Grenville Street
Jersey
Channel Islands, JE1 0BR
Date: 15 July 2011
Notes:
1. The Company, pursuant to the Companies (Uncertificated Securities) (Jersey)
Order 1999, specifies that only those persons entered on the register of
members of the Company as at 6.00 p.m. on 16 August 2011 shall be entitled to
attend or vote at the meeting in respect of the number of shares registered in
their name at that time. Changes to entries on the register of members after
6.00 p.m. on 16 August 2011 shall be disregarded in determining the rights of
any person to attend or vote at the meeting. If the meeting is adjourned to a
time not more than 48 hours after the specified time applicable to the original
meeting, that time will also apply for the purpose of determining the
entitlement of members to attend and vote (and for the purposes of determining
the number of votes they may cast) at the adjourned meeting. If however, the
meeting is adjourned for a longer period then, to be so entitled, members must
be entered on the Company's register of members at 6.00 p.m. on the day two
days prior to the adjourned meeting, or, if the Company gives notice of the
adjourned meeting, at the time specified in that notice.
2. The following documents will be available for inspection at the Company's
registered office, Forum House, Grenville Street, St Helier, Jersey, JE1 0BR,
during normal business hours on weekdays (Saturdays and public holidays
excluded) and at the place of the Extraordinary General Meeting and Class
Meetings from 9.00 a.m. on the day of the meeting until its conclusion:
(i) the Memorandum and Articles;
(ii) a draft of the proposed New Articles (showing the full terms of the
amendments proposed to be made); and
(iii) this Circular.
3. A member entitled to attend and vote at the meeting may appoint a proxy or
proxies to attend and, on a poll, to vote in his/her place. A proxy need not be
a member of the Company. If a shareholder wants their proxy to speak on their
behalf, they must appoint someone other than the Chairman as their proxy. A
shareholder may appoint more than one proxy, provided that the total number of
such proxies shall not exceed the total number of shares carrying an
entitlement to attend such meeting held by such member. The appointment of a
proxy will not preclude members entitled to attend and vote at the meeting (or
at any adjournment(s) of the meeting) from doing so in person if they so wish.
4. A vote withheld is not a vote in law, which means that the vote will not be
counted in the calculation of votes for or against the resolution. If in your
proxy form you either select the "Vote withheld" option or if no voting
indication is given, your proxy will vote or abstain from voting at his or her
discretion. Your proxy will vote (or abstain from voting) as he or she thinks
fit in relation to any other matter which is put before the meeting.
5. Under Jersey law, corporations may only appoint one corporate
representative. Corporations wishing to allocate their votes to more than one
person should use the proxy arrangements.
6. Any person to whom this notice is sent who is a person nominated to enjoy
information rights (a "Nominated Person") may, under an agreement between him/
her and the shareholder by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the meeting. If a
Nominated Person has no such proxy appointment right or does not wish to
exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment
of proxies in paragraph 3 above does not apply to Nominated Persons. The rights
described in that paragraph can only be exercised by shareholders of the
Company.
8. To be valid, an appointment of proxy must be returned by sending a proxy
form (together, if appropriate, with the power of attorney or other written
authority under which it is signed or a certified copy of such power or
authority) to the office of the Company's registrars, Computershare Investor
Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey
JE1 1ES, such appointment of proxy (together with any relevant power/authority)
to be received by the Company's registrars not later than 48 hours before the
time appointed for holding the meeting.
9. The quorum for the Class Meeting will be persons holding or representing by
proxy at least one-third in number of the issued Shares of the relevant class,
each being a Shareholder or proxy for a Shareholder or duly authorised
representative of a body corporate. If within half an hour after the time
appointed for the Class Meeting, a quorum is not present, the Class Meeting
shall stand adjourned to the same day in the next week (or if that day is a
public holiday in Jersey to the next working day thereafter) at the same time
and place and no notice of such adjournment need be given. At the adjourned
Class Meeting, if a quorum of at least one-third in number of the issued Shares
of the relevant class is not present within half an hour from the time
appointed for the meeting, one person entitled to vote (as described above)
shall constitute a quorum.
10. In order to pass the Special Resolution, a majority representing not less
than two thirds of the Shareholders present in person or by proxy and entitled
to vote and voting at the meeting must vote in favour of the Special
Resolution.
11. To allow effective continuation of the meeting, if it is apparent to the
Chairman that no US Dollar Shareholders will be present in person or by proxy,
other than by proxy in the Chairman's favour, the Chairman may appoint a
substitute to act as proxy in his stead for any US Dollar Shareholder, provided
that such substitute proxy shall vote on the same basis as the Chairman.
END
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