TORONTO, March 30, 2021 /CNW/ -- Aberdeen
Asia-Pacific Income Investment Company Limited (TSX:FAP) (the
"Company"), a closed-end investment company trading on the
Toronto Stock Exchange, announced today that an annual general and
special meeting (the "Meeting") of the shareholders of the
Company ("Shareholders") will be held on April 22, 2021.
In addition to the election of directors and the appointment of
auditors, at the Meeting, Shareholders will be asked to approve the
re-domiciliation of the Company (the "Re-domiciliation")
from Cook Islands to Singapore, along with certain other changes
considered ancillary, necessary or desirable, to facilitate and
implement the Re-domiciliation. Upon the effective date of the
Re-domiciliation, the Company will be named "Aberdeen Asia-Pacific
Income Fund VCC".
The Board has fixed the close of business on March 18, 2021 as the record date for the
determination of Shareholders entitled to notice of and to vote at
the Meeting and at any adjournment of the Meeting. Approval of the
special resolution of the Shareholders authorizing the
Re-domiciliation will require the affirmative vote of at least 75%
of the total votes of the Shareholders present or represented by
proxy at the Meeting.
If approved by the Shareholders at the Meeting, the Company will
target completion of the Re-domiciliation in fiscal Q4 of 2021 and,
in any event, prior to November 1,
2021, subject to obtaining the required regulatory
approvals.
Background of the Proposed Singapore
Re-Domiciliation
In December 2019, Cook Islands legislation came into force (the
"Cook Islands Legislation") removing the Cook Islands tax exemption for companies,
including the Company, incorporated under the International
Companies Act, 1981-1982 (Cook
Islands). Once in force with respect to the Company, the
Company will be subject to the Cook
Islands domestic company tax regime and a tax on company
profit of 20%. The Company will, in the absence of taking steps to
address the matter, become subject to the new Cook Islands tax regime on November 1, 2021 (being the start of the
Company's 2022 fiscal year).
In response to the Cook Islands Legislation, the Board commenced
a review to determine what action should be taken by the Company.
Having concluded that remaining domiciled in the Cook Islands was not in the best interests of
the Company, the Board oversaw an investigation by Aberdeen
Standard Investments Inc. ("ASII"), the sub-administrator of
the Company, and outside advisors as to whether the Company should
re-domicile in another jurisdiction. ASII and the Chair of
the Board met on multiple occasions to discuss a proposed
re-domiciliation and focused their investigation on four
jurisdictions: Bermuda,
Canada, the Cayman Islands and Singapore.
During the course of its investigation, the Board learned that
in January 2020, Singapore introduced a new corporate structure
for investment funds called a variable capital company
("VCC"). The framework permits existing investment funds to
re-domicile by transferring their registration to Singapore as VCCs.
Following the Board's analysis, the Board concluded that
re-domiciling to Singapore as a
VCC under the Variable Capital Companies Act 2018 (No. 44 of
2018) (Singapore) (the "VCC
Act") is in the best interest of the Company. The Company
proposes to transfer the domicile of the Company by way of
de-registration in the Cook
Islands and registration in Singapore as a VCC under the VCC Act.
In proposing the Re-domiciliation, the Board considered a
variety of factors in coming to its determination that
re-domiciling to Singapore is in
the best interest of the Company, including, among other things,
the following factors:
- remaining domiciled in the Cook
Islands beyond November 1,
2021 would subject the Company to a tax on company profit of
20%, thereby negatively affecting the returns to Shareholders;
- Singapore is a party to over
80 double tax treaties, many of which include countries in which
the Company currently invests, and the Company intends to be
controlled and managed from Singapore such that the Company is able to
apply Singapore's double tax
treaties;
- the Company intends to continue to be managed by Aberdeen
Standard Investments (Asia)
Limited ("ASIAL") in Singapore and to seek a tax exemption such
that "specified income" derived from "designated investments" by
the Company should be exempt from income tax in Singapore . The Company expects that it will
meet the necessary conditions to rely on the tax exemption;
- the Re-domiciliation will not result in any express or deemed
exchange, disposition, redemption, cancellation or re-issuance of
the outstanding ordinary shares of the Company under the corporate
legislation of either the Cook
Islands or Singapore;
- the Re-domiciliation will not constitute a disposition of
property for purposes of the Income Tax Act (Canada) and, accordingly, will not give rise
to a capital gain or capital loss for Canadian resident
Shareholders;
- the Shares would remain eligible for Canadian registered plans
(e.g. Canadian registered retirement savings plans and tax free
savings accounts);
- ASIAL, the current investment manager of the Company, operates
in Singapore and has the capacity
to assist the Company with its qualification and on-going
administration as a VCC under the VCC Act; and
- Singapore is located in the
Asia-Pacific region that is the
focus of the Company's investment portfolio.
There will be no increase to the combined management and
administration fees charged to the Company in connection with the
Re-domiciliation, but such combined fees may be allocated
differently amongst the Company's service providers.
All costs incurred in connection with the Re-domiciliation,
including with respect to the Meeting, will be borne by the
Company. Such costs include, but may not be limited to, VCC filing
fees and the fees and expenses of legal counsel, tax advisors,
accountants, administrators and other service providers in
Canada, the Cook Islands and Singapore.
Further particulars of the Re-domiciliation will be set forth in
the management information circular for the Meeting that will be
prepared and delivered to Shareholders in connection with the
Meeting and will be available under the Company's profile on SEDAR
at www.sedar.com.
Shareholder Questions or Voting Assistance
The Company has engaged Laurel Hill Advisory Group
("Laurel Hill") as proxy
solicitation agent for the Meeting.
Shareholders who have questions about the meeting resolutions or
require voting assistance may contact the Company's solicitation
agent, Laurel Hill Advisory Group.
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Outside North America:
1-416-304-0211
Email: assistance@laurelhill.com
Information in this news release that is not current or
historical factual information may constitute forward-looking
information within the meaning of securities laws. Implicit in this
information, particularly in respect of future financial
performance and condition of the Company, are factors and
assumptions which, although considered reasonable by the Company,
the Administrator, ASII, and/or ASIAL, as applicable, at the time
of preparation, may prove to be incorrect. Shareholders are
cautioned that actual results are subject to a number of risks and
uncertainties, including the completion of the proposed
Re-domiciliation and the anticipated benefits of the
Re-domiciliation and the timing of the Meeting, general economic
and market factors, including credit, currency, political and
interest-rate risks and could differ materially from what is
currently expected. The Company has no specific intention of
updating any forward-looking information whether as a result of new
information, future events or otherwise.
If you wish to receive this information electronically, please
contact Investor.Relations@aberdeenstandard.com
aberdeenfap.com
SOURCE Aberdeen Asia-Pacific Income Investment Company
Limited