Circular and Notice of Extraordinary General Meeting - The Ottoman ...
Circular and Notice of Extraordinary General Meeting - The Ottoman ...
Circular and Notice of Extraordinary General Meeting - The Ottoman ...
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PART I<br />
LETTER FROM THE CHAIRMAN OF THE COMPANY<br />
<strong>The</strong> <strong>Ottoman</strong> Fund Limited<br />
(a no par value company incorporated in Jersey under the Companies (Jersey) Law 1991 as<br />
amended, with registered number 91945)<br />
Non-executive Directors:<br />
John Chapman, Chairman<br />
Antony Gardner- Hillman<br />
Andrew Wignall<br />
Angelo Moskov<br />
Eitan Milgram<br />
To all holders <strong>of</strong> Shares, <strong>and</strong> for information only, holders <strong>of</strong> Founders Shares.<br />
Dear Shareholder,<br />
7<br />
Registered <strong>of</strong>fice<br />
8 Hill Street<br />
St Helier<br />
Jersey<br />
JE4 9XB<br />
25 January 2010<br />
I write to recommend that you approve the Company restructuring that is explained in detail<br />
below. <strong>The</strong> restructuring essentially involves internalising Company management,<br />
terminating the existing manager <strong>and</strong> hiring a new investment advisor. Under applicable law,<br />
the mechanism for accomplishing the internalisation <strong>of</strong> management is to reclassify the<br />
Company to "Listed Fund" status in accordance with the Listed Fund Guide issued by the<br />
JFSC, amend the Company’s Articles <strong>and</strong> enter into a contract with the new advisor. Our<br />
objective in making these proposals is to reduce operating costs <strong>and</strong> increase shareholder<br />
value. <strong>The</strong> Board therefore recommends that you vote in favour <strong>of</strong> the Resolutions at the<br />
EGM to be held at 11 a.m. on 22 February 2010 in accordance with the instructions set out on<br />
page 14 <strong>of</strong> this circular. Your properly executed proxy must be received by the registrar no<br />
later than 48 hours before the time appointed for the EGM.<br />
1. Background<br />
<strong>The</strong> Company was established on 9 December 2005 <strong>and</strong> admitted to trading on AIM on 28<br />
December 2005 as a closed ended collective investment fund. As a closed ended collective<br />
investment fund, the Company was required to have an external manager <strong>and</strong>, pursuant to the<br />
Management Agreement, Development Capital Management (Jersey) Limited was appointed<br />
as manager.<br />
<strong>The</strong> Board announced on 1 November 2007, that the Company intended to realise its assets in<br />
a managed way over the following 18 to 24 months, returning proceeds to Shareholders. <strong>The</strong><br />
Board instructed the Manager to proceed with this realisation strategy <strong>and</strong> on 2 July 2008, the<br />
Company announced that the Company had given notice to the Manager to terminate the<br />
Management Agreement with effect from 31 December 2008. <strong>The</strong> Management Agreement<br />
has been extended since then on a month to month basis at a reduced fee.
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