EGI
Scheme of Arrangement
Background & Rationale:
Ellerston Global Investments (EGI) was listed on the ASX in 2014 as a public investment company for investors seeking access to global investment opportunities with compelling risk/reward profiles that are complementary to a typical domestic equity portfolio. EGI Shares have historically been relatively illiquid and have traded at a material discount to net tangible assets (NTA).
On 7 November 2019, EGI announced that it had resolved to eliminate this discount and to deliver to those Shareholders who desire liquidity at a price more closely approximate to underlying asset value with a clear pathway to realise their investment at or close to NTA, while also providing other Shareholders who wish to remain invested in EGI's strategy with the option to do so. As part of its announcement, EGI stated that it believed that, in the absence of a better alternative, the most appropriate pathway to achieving this dual objective was an orderly conversion of EGI's investment portfolio to a trust structure.
Scheme Implementation.
On 17 February 2020, EGI announced that it had entered into a Scheme Implementation Deed with Ellerston Capital to give effect to the previously foreshadowed restructure.
If the Scheme proceeds, EGI Shareholders will exchange their current investment in EGI for Units in the Ellerston Fund. The Ellerston Fund is an existing unlisted unit trust which pursues an investment strategy with a similar underlying portfolio to EGI that focuses on a concentrated global portfolio of small to mid-cap equities securities. Subject to the Scheme being implemented, the Scheme offers shareholders:
an opportunity to elect to 'top up' their investment in the Ellerston Fund by subscribing for additional Units under the Ellerston Unit Offer, with this optional additional investment being for an amount up to the value of their EGI shareholding as at June 5th 2020;
a two year waiver (commencing on the Implementation Date) of management fees in respect of Units issued to EGI Shareholders under the Scheme including on additional units issued to EGI Shareholders who elect to participate in the Ellerston Unit Offer.
What Happens Next?
1.
Read the Explanatory Booklet.
The Explanatory Booklet contains information that is material to your decision whether or not to vote in favour of the Scheme and the Early Termination Fee Resolution and whether or not to participate in the Ellerston Unit Offer. Accordingly, you should read it carefully.
2.
Decide whether or not to participate in the Ellerston Unit Offer.
EGI Shareholders may, if they wish to do so, subscribe for additional Ellerston Units by participating in the Ellerston Unit Offer. Participation is entirely optional and involves making an Election to subscribe for additional Units in the Ellerston Fund for an amount up to the value of your investment in EGI as at 5 June 2020. Participation in the Ellerston Unit Offer is not open to certain Foreign Scheme Shareholders or EGI Shareholders who were not Shareholders on 5 June 2020.
a. If you wish to make an Election – submit your completed Election and Subscription Form by 16 July 2020.
b. If you do not wish to make an Election - submit your completed KYC Information Form by the 5 August 2020.
IMPORTANT KYC INFORMATION CONDITION
As a condition of the Scheme proceeding, KYC Information must be received from those persons registered as EGI Shareholders at 7.00pm on Wednesday 5 August 2020 holding between them at least 75% of the then total number of EGI Shares on issue. This is referred to in the Explanatory Booklet as the KYC Information Condition
3.
Vote on the Scheme and the Early Termination Fee Resolutions.
As an EGI Shareholder, it is your right to vote on whether or not the Scheme proceeds and the Early Termination Fee is paid. Your vote is important and you are strongly encouraged to vote on the Scheme and on the Early Termination Fee Resolutions. You can vote on the Scheme and the Early Termination Fee Resolution by participating in the virtual Meetings to be held on Friday, 31 July 2020 at 11.00am (Sydney time) or by appointing a proxy.
· To participate in the Scheme Meeting you will need to log in online by clicking on the following link: https://agmlive.link/EGI20; and
· To participate in the General Meeting you will need to log in online by clicking on the following link following the conclusion or adjournment of the Scheme Meeting: https://agmlive.link/EGIGM20;
Important Dates and Times:
Election Cut-Off Date
7.00pm, Thursday, 16 July 2020
Last time and date for Election and Subscription Forms (including all supporting documents relating to your KYC Information - see section J of the form) to be received by the Independent Custodian for those Shareholders electing to subscribe for additional Units. Subscription Moneys must also be received by this last time and date.
Proxy Forms Cut-Off Date
11.00am, Wednesday, 29 July 2020
Last time and date by which proxy forms for the Scheme Meeting and General Meeting must be received by the Share Registry (whether by mail, by fax or by lodging your proxy online)
Scheme Meeting & General Meeting
11.00am, Friday, 31 July 2020
Scheme & General Meetings to be held virtually.
KYC Information Cut-Off Date
7.00pm, Wednesday, 5 August 2020
For Shareholders who do not wish to make an Election to participate in the Ellerston Unit Offer, latest time and date to return their KYC Information Form (including all supporting documents relating to their KYC Information – see section I of the form) to the Independent Custodian.
Other Indicative Dates
Indicative Milestones
*All dates and times in the remainder of this timetable are indicative only and, among other things, are subject to all necessary approvals from the Court and Government Agencies. Any changes to the remainder of this timetable (which may include an earlier or later date for the Second Court Hearing) will be announced through ASX and notified on EGI's website here.
Second Court Hearing
*9.15am, Thursday, 6 August 2020
Second Court Hearing to obtain orders approving the Scheme.
Effective Date
*Friday, 7 August 2020
Lodgment by EGI with ASIC of the Court orders approving the Scheme.
Suspension of trading
*Close of trade on Friday, 7 August 2020
Suspension of trading in EGI Shares on ASX.
Scheme Record Date
*7.00pm, Tuesday, 11 August 2020
Time and date for determining entitlements to Scheme Consideration.
Implementation Date
*Tuesday, 18 August 2020
issue of Ellerston Units to Scheme Shareholders (other than Non-Identified Scheme Shareholders and Foreign Scheme Shareholders)
issue to Independent Custodian of Custody Units attributable to Non-Identified Scheme Shareholders and Ineligible Units attributable to Foreign Scheme Shareholders
issue of additional Ellerston Units to Scheme Shareholders who have made a valid Election to participate in the Ellerston Unit Offer;
transfer of all EGI Shares to Responsible Entity; and
payment of Early Termination Fee by EGI to the Manager.
Dispatch of allotment advice or certificate
*Tuesday, 25 August 2020
Dispatch of allotment advice or certificate for Ellerston Units issued to Scheme Shareholders.
Important Forms & Documents
Please review all documents and requirements.
Important Contacts
If you have any questions about the Scheme, please contact the EGI Shareholder Information Line on 1300 671 080 within Australia or +61280227953 if outside Australia, Monday to Friday between 9.00am and 5.00pm (Sydney time).
If you have any questions about your existing holdings in EGI, please contact the EGI Registry, Link Market Services, on 1300 551 474 within Australia or +61 2 8280 7100 if outside Australia, Monday to Friday between 9.00am and 5.00pm (Sydney time).
For all other enquiries, please contact the Ellerston Investor Relations on +61 2 9021 7701.