TIDMELX
RNS Number : 0957J
El Oro Ltd
30 November 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR THE REPUBLIC OF
SOUTH AFRICA
EL ORO LIMITED ("COMPANY")
Registration No: 49778
30 November 2018
Notice of Annual General Meeting and Proposal for the Future of
the Company
The Company has today published the notice of its Annual General
Meeting, which is also copied below, and details of a new proposal
that the board of the Company ("Board") is exploring as an
alternative to a liquidation of the Company. This proposal, to be
entered into with JPMorgan Elect plc ("JPME") ("JPME Proposal")
would offer a real choice to the Company's members ("Members") of
cashing out or rolling over into a larger investment company with
access to greater investment resource. This may offer greater
flexibility to Members in terms of tax planning.
The Board has remained conscious of the concerns expressed by
Members during 2016. These included the investment performance of
the Company, the lack of liquidity in the Ordinary Shares and their
widening discount to net asset value. These concerns were described
in the Chairman's letter giving notice of the annual general
meeting of the Company held on 17 November 2016. The Board has
studied a wide range of options for the future direction of the
Company, having regard to the fact that the concerns referred to
above remain.
The Board is pleased to announce that it has agreed heads of
terms with the board of JPME for JPME to provide a "rollover"
option for Members. JPME provides investors access to a number of
different investment strategies, including one focussed on UK
equity income, through a multi-share class structure and the Board
believe this will appeal to Members.
JPME, which has total net assets of GBP369.6 million (as at 31
August 2018), has three share classes, and quarterly conversion
between share classes is permitted. The investment objectives of
the three classes, which the Board considers to be comparable to
the Company's overall investment objective, are set out below:
-- Managed Income - A growing income return with potential for
long term capital growth by investing in equities, investment
companies and fixed income securities (the "Income Shares").
-- Managed Growth - Long term capital growth from investing in a
range of investment trusts and open-ended funds managed principally
by JPMorgan Asset Management (the "Growth Shares").
-- Managed Cash - Preservation of capital with a yield based on
short term interest rates (the "Cash Shares").
The Board expects that each of the above share classes will be
made available as rollover options for Members, with JPME Managed
Income being the default. Each share class is listed separately and
traded on the main market of the London Stock Exchange and JPME's
shareholders are able to switch between the three share classes on
a quarterly basis without incurring a liability to UK capital gains
tax.
Members who want to rollover their El Oro Shares in a cost and
tax efficient way can choose to rollover into new JPME shares.
Members who want to exit for cash with broadly the same amounts
as they would have received on simple liquidation can choose the
cash option.
Subject to final agreements being signed with JPME, the Board
currently anticipates that appropriate circulars will be issued to
Members during the first calendar quarter of 2019, with the
restructuring likely to be completed before June 2019. Under the
proposed restructuring of the Company (as currently envisaged),
Members will be asked to vote on the proposals.
Further information on JPME and full details of the terms of the
JPME Proposal will be included in the documentation to be sent to
Members in 2019. However, Members are also encouraged to visit the
website of JPME at:
https://am.jpmorgan.com/gb/en/asset-management/gim/per/products/investment-trusts/jpm-elect-plc
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Company's NINTH ANNUAL GENERAL
MEETING and the
ONE HUNDRED AND FOURTEENTH ANNUAL GENERAL MEETING OF THE EL ORO
GROUP will be held on 20 December 2018 at 41 Cheval Place, London
SW7 1EW at 12 noon for the following purposes:
Ordinary resolutions:
1. To receive the Directors' report and the consolidated
financial statements for the year ended 30 June 2018.
2. To re-appoint PricewaterhouseCoopers CI LLP as Auditor of the
Company, to hold office until the conclusion of the next General
Meeting at which financial statements are laid before the Company
and to authorise the Directors to fix their remuneration.
3. To ratify the payment of a final dividend of 2.54 pence for the year ended 30 June 2018.
4. To authorise the Company generally and unconditionally to
make market purchases within the meaning of Section 315 of the
Companies (Guernsey) Law 2008, the authority for market
acquisitions set forth in Article 4.7 of the Company's Articles of
Incorporation be approved and restated on the basis that of its
Ordinary Shares in the capital of the Company ("Shares") upon or
subject to the following conditions:
(a) the maximum number of Shares hereby authorised to be purchased is 6,317,340;
(b) the maximum price at which Shares may be purchased shall be
5% above the average of the middle market quotations for the Shares
as taken from The International Stock Exchange Daily Official List
for the five Business Days preceding the date of purchase and the
minimum price shall be 5 pence per share, in both cases exclusive
of expenses; and
(c) the authority to purchase conferred by this Resolution shall
expire on the date falling eighteen months after the date of this
resolution or at the conclusion of the next Annual General Meeting
of the Company after the passing of this Resolution, save that the
Company may before such expiry enter into a contract of purchase
under which such contract may be completed or executed wholly or
partly after the expiration of this authority.
The Board recommends that Members vote in favour of all ordinary
resolutions.
A copy of this notice and the accompanying circular to Members
is available on the Company's website: www.eloro.com.
For further information, please contact:
El Oro Ltd www.eloro.com 020 7581 2782
Robin Woodbine Parish, Chairman
Una Ni Dhonaill
Aztec Financial Services (Guernsey) Limited 01481 748831
Chris Copperwaite
Registered address: East Wing,
Trafalgar Court,
Les Banques,
St Peter Port, GY1 3PP
End of announcement
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END
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(END) Dow Jones Newswires
November 30, 2018 10:04 ET (15:04 GMT)
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