Publication of Prospectus
November 25 2009 - 10:28AM
UK Regulatory
TIDMAIDU TIDMAIDE
The Aida Fund Limited (the "Company")
25 November 2009
Publication of prospectus
The following Registration Document, Securities Note and Summary Note (together
the "Prospectus") relating to the Company have been published today:
Registration Document dated 25 November 2009;
Securities Note dated 25 November 2009, relating to placings of up to
US$250,000,000 (in aggregate) of US dollar shares in the Company (the "Placings
"); and
Summary Note dated 25 November 2009.
The Securities Note contains the final terms of the Placings and must be read
in conjunction with the Registration Document and Summary. These three
documents together constitute a prospectus for the purposes of the Prospectus
Directive.
The Prospectus has been approved by the UK Listing Authority.
Copies of the Prospectus published today have been submitted to the UK Listing
Authority and will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. 020 7066 1000
The Prospectus is also available on the Company's website in electronic form at
www.theaidafund.com.
Update on Proposals
Further to the circular to shareholders dated 4 August 2009 and the subsequent
meetings held on 24 August 2009 shareholders approved a range of proposals to
restructure the Company (the "Proposals"). Upon publication of the Prospectus,
set out below is an update as to the Proposals and the anticipated timing in
relation to their implementation:
Conversion to a single currency class
In accordance with the Proposals the conversion of Sterling and Euro
denominated shares into US Dollar shares will take place on the basis of
exchange rates and the net asset values of the Sterling and Euro denominated
shares prevailing as at 28 August 2009 as set out below:
Sterling to US Dollar: GBP1:1.63111 US$
Euro to US Dollar: EUR1:1.43735 US$
US Dollar NAV: US$ 1.6724
Euro NAV: Euro 1.5812
Sterling NAV: GBP1.3685
On the basis of these exchange rates and net asset values a holder of Euro
denominated shares will receive 1.3590 US Dollar denominated shares for each
share held and a holder of Sterling denominated shares will receive 1.3347 US
Dollar shares for each share held. As a result of this conversion, 18,857,682
US Dollar shares will be allotted. The Company has applied for the listings of
the Euro and Sterling denominated shares to be cancelled as of 26 November
2009.
Share split and re-designation
Post conversion to a single currency class, all existing US Dollar shares of
par value US$0.025 will be subdivided into two US Dollar shares of par value
US$0.0125 with every other share so created being re-designated as an unlisted
side-pocket share (each a" "Side-Pocket Share"). Therefore, for every one US
Dollar share held post conversion to a single currency class, a shareholder
will hold one listed US Dollar share and one unlisted Side-Pocket Share.
Approximately 18 per cent. of net assets at the 30 September net asset value of
the Company will be placed into the side pocket.
Election to receive shares in the Aida Open-Ended Fund
The deadline for the receipt of completed exchange request forms has now
passed. The Company received valid requests in respect of 5,980,224 Sterling
shares, 1,948,992 Euro shares and 10,527,772 US Dollar shares representing
52.25 per cent., 73.96 per cent. and 85.66 per cent. of each respective share
class. Therefore, pursuant to valid exchange requests, a total of 21,158,236 US
Dollar shares (including 10,630,464 in respect of converted holdings of
Sterling and Euro Shares) will be cancelled in exchange for the issue of shares
in the Aida Open-Ended Fund.
The Company has therefore made an application to admit 8,227,218 US Dollar
shares to the official list of the UK Listing Authority and to trading on the
main market for listed securities of the London Stock Exchange plc ("Admission
"). It is expected that Admission will take effect on 26 November 2009.
Following the conversion and subsequent cancellation there will be 9,989,284 US
Dollar shares remaining in issue.
It is expected that shares in the Aida Open-Ended Fund and contract notes
detailing the relevant exchange ratios will be issued to valid applicants on or
after the date of this announcement.
Change of name
The proposed change of name of the Company to "The Aida Closed-Ended Fund
Limited" took effect today.
Illustrative NAVs
The 30 November net asset value will be the first valuation produced for each
of the Aida Closed-Ended Fund and Aida Open-Ended Fund.
For illustrative purposes, if the reconstruction had taken place on 30
September 2009 the net asset values per share post the restructuring would have
been as follows:
Illustratative NAV per share assuming US Dollar
that the reconstruction had taken
place as at 30 September 2009
The Aida Closed-Ended Fund NAV per US 1.3915
Dollar share
The Aida Closed-Ended Fund NAV per 0.3055
side-pocket share
The Aida Open-Ended Fund NAV per 1.3915
ordinary share
The Aida Open-Ended Fund NAV per 0.3055
side-pocket share
Initial Issue Price of Aida Open-Ended Fund Shares
The initial issue price of the Aida Open-Ended ordinary shares will be US$
1.3915.
The initial issue price of Aida Open-Ended side-pocket shares will be US$
0.3055.
Timetable
Wednesday, 25 November 2009 Proposals (including elections to exchange
shares in the Aida Closed-Ended Fund for
shares in the Open-Ended Fund) become
effective
Wednesday, 25 November 2009 Shares in the Aida Open-Ended Fund issued to
valid electors
Thursday, 26 November 2009 New US Dollar shares created pursuant to the
conversion to a single currency and not
validly exchanged for shares in the Aida
Open-Ended Fund commence trading
Friday, 12 February 2010 Latest time and date for receipt of redemption
notices for the first Redemption Notice Date
of 31 March 2010
Wednesday, 31 March 2010 First Redemption Notice Date for the Aida
Open-Ended Fund
For further information please contact:
Aida Capital Limited
020 7600 7500
The information in this announcement should be read in conjunction with the
full text of the Circular to shareholders dated 4 August 2009 and any
subsequent announcements. Capitalised terms used in this announcement shall,
unless the context otherwise requires, bear the meaning given to them in the
Circular.
DISCLAIMER - INTENDED ADDRESSEES
Please note that the information contained in the Securities Note and Summary
Note (when read in conjunction with the Registration Document) may be addressed
to and/or targeted at persons who are residents of particular countries
(specified in the Securities Note, Summary Note and Registration Document) only
and is not intended for use and should not be relied upon by any person outside
these countries and/or to whom the offer contained in the Securities Note,
Summary Note and Registration Document is not addressed. Prior to relying on
the information contained in the Securities Note, Summary Note and Registration
Document you must ascertain from the Securities Note, Summary Note and
Registration Document whether or not you are part of the intended addressees of
the information contained therein. Your right to access this service is
conditional upon complying with the above requirement.
10/24629371_1 1
END
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