Source - RNS
RNS Number : 9754I
Guggenheim Qualifying Investor Fund
05 September 2016
 

 

A CIRCULAR TO THE SHAREHOLDERS OF GUGGENHEIM QUALIFYING INVESTOR FUND PUBLIC LIMITED COMPANY

 

This document is important and requires your immediate attention.  If you are in any doubt as to the action you should take you should seek advice from your investment advisor/consultant.

If you have sold or transferred all of your Shares in Guggenheim Qualifying Investor Fund plc (the "Company"), please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible. If you are a nominee Shareholder, please pass a copy of this document and its attachments to your clients.

Capitalised terms used in this document shall bear the same meaning as the capitalised and defined terms used in the prospectus of the Company.  A copy of the prospectus of the Company is available upon request during normal business hours from the registered office of the Company. This circular is not required to be and has not been reviewed by the Central Bank of Ireland (the "Central Bank").

The Directors of Guggenheim Qualifying Investor Fund plc are the persons responsible for the information contained in this document.

The Shareholders of Guggenheim Qualifying Investor Fund plc are each requested to consider the passing of the Special Resolutions set out in Appendix I.

 

 

 

NOTICE CONVENING THE ANNUAL GENERAL MEETING TO BE HELD AT 10.00 A.M. IRISH TIME, 30 SEPTEMBER 2016 AT 2nd FLOOR, BEAUX LANE HOUSE, MERCER STREET LOWER, DUBLIN 2 IS SET OUT IN APPENDIX I.

 

 

FORMS OF PROXY SHOULD BE RETURNED BY

10.00 A.M. ON 28 SEPTEMBER 2016

 

 

To

MFD Secretaries Limited

2nd Floor

Beaux Lane House

Mercer Street Lower

Dublin 2

Ireland

Facsimile: +353 1 697 3300

Email: [email protected]

 

 

 

 

Guggenheim Qualifying Investor Fund plc

2nd Floor, Beaux Lane House
Mercer Street Lower
Dublin 2
Ireland

 

 

 

2 September 2016

 

Dear Shareholder

 

We are writing to you in your capacity as a shareholder of Guggenheim Qualifying Investor Fund plc (the "Company"), to inform you that the Directors of the Company have resolved to convene the Annual General Meeting ("AGM") of the Company to be held on 30 September 2016 at 10a.m. Irish time at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland. In addition to the ordinary business of the AGM, the Shareholders will be asked at the AGM to consider proposals to amend the Memorandum and Articles of Association of the Company (the "M&A").

 

A.         Introduction

 

The text of the proposed changes to the M&A is set out in marked-up format in the attached Schedule. These amendments require the approval of the Shareholders of the Company by means of a special resolution. The Directors reserve the right to propose other amendments to the M&A to be approved by Shareholders at the AGM.

 

B.         AMENDMENTS TO THE M&A

 

(a)        Revised References to the Companies Acts

 

The Companies Act 2014 was signed into law in Ireland on 23 December 2014. All references to the "Companies Acts 1963 - 2013" have now been amended to refer to the "Companies Acts 2014" to reflect this change.

 

            (b)        FATCA

 

The Governments of Ireland and the United States have signed an Agreement to Improve International Tax Compliance and to Implement FATCA (the "IGA"). The IGA provides for the automatic reporting and exchange of information in relation to accounts held in Irish 'financial institutions' by US persons and the reciprocal exchange of information regarding US financial accounts held by Irish residents. Accordingly disclosure in relation to the Foreign Account Tax Compliance Act ("FATCA") has been inserted in the M&A. FATCA is a U.S. tax initiative aimed at combatting tax evasion by U.S. persons including US residents and citizens. The Directors, to ensure compliance with FATCA, may require certain shareholders to provide certain information or confirmations or share information with relevant tax or other government authorities.

 

 

 

            (c)        CRS

 

On 17 December 2015, regulations implementing the OECD Common Reporting Standard ("CRS") in Ireland were signed.  The adoption of CRS by Ireland means that from 1 January 2016, most Irish investment funds are required to put in place procedures to gather certain information about their investors. Accordingly disclosures in relation to the CRS have been inserted in the M&A.

(d)        Conversion to ICAV

 

            Insertion of a provision to enable the Directors, subject to applicable law, to convert the Company into an Irish collective asset management vehicle ("ICAV") and apply to the Central Bank to be registered as an ICAV by way of continuation pursuant to the Irish Collective Asset-Management Vehicles Act 2015. The ICAV has a number of key features which may be deemed beneficial to the Company in future. One of the primary features to the ICAV structure is that it is designed for classification as a partnership under US 'check to box' taxation rules.

 

(e)        All legislative, regulatory and taxation disclosures not directly connected to the above outlined matters have been updated to reflect recent changes. Miscellaneous changes have been made to reflect legal and regulatory advice.

 

C. SHAREHOLDERS' APPROVAL

 

The changes as outlined in the Schedule A may not be made and a new M&A cannot be adopted without the approval by special resolution of the Shareholders.  For this purpose an AGM of the Company is being convened and will take place at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland at 10.00a.m. on 30 September 2016. Formal notice of the AGM is attached at Appendix I hereto. If Shareholders vote in favour of the changes, the Directors intend to reflect same in an updated Prospectus, which is currently being prepared and is available to investors free of charge from Guggenheim Partners Investment Management, LLC (the " Investment Manager"), upon request.

 

The notice sets out the text of the special resolutions to be proposed at the AGM. Special resolutions cannot be passed unless they receive the support of at least 75% of the total number of votes cast for and against each of them. If the resolutions are passed by the requisite majority, they will be binding on all Shareholders irrespective of how (or whether) they voted.

 

The quorum for the AGM is two Shareholders present (in person or by proxy) entitled to vote.  If such a quorum is not present within half an hour from the time appointed for the AGM, or if during an AGM a quorum ceases to be present, the AGM shall stand adjourned to the same day in the next week at the same time and place, or to such other time and place as the Directors may determine. 

 

D.         PROXY FORMS

 

A proxy form to enable you to vote at the AGM is enclosed with this circular at Appendix II. Please read the notes printed on the form which will assist you in completing and returning the form. To be valid, your form of proxy must be received at the registered office of the Company or at such other place as is specified in the notice of the AGM before the time appointed for the holding of the AGM or adjourned AGM. You may still attend and vote at the AGM even if you have appointed a proxy, but in such circumstances, the proxy is not entitled to vote.

 

E.         EFFECTIVE DATE OF CHANGES IF APPROVED

 

Subject to Shareholder approval, the changes to the M&A and the Prospectus will take effect on the later of the date of the meeting or on the date on which any documentation required by the Central Bank and submitted by the Company has been approved by the Central Bank.

 

F.         ENQUIRIES

 

Copies of the existing and the proposed amended M&A are available for inspection during normal business hours from the date of this circular up to and including the time of, and during, the AGM (and any adjourned AGM) at the registered office of the Company at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland.

G.        RECOMMENDATION AND ACTION TO BE TAKEN

The Directors are of the opinion that the proposed amendments to the M&A described in Schedule A are in the best interests of Shareholders as a whole, and accordingly recommend that you vote in favour of the resolutions set out in the notice of the AGM.  We would be grateful of your support for the resolutions either in presence at the AGM or by proxy.  If you do not wish to attend the AGM, please complete the enclosed proxy and return it for the attention of Mr. Anthony Finegan c/o MFD Secretaries Limited, 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland, or by email to [email protected] by 10.00 a.m. (Irish time) on 28 September 2016.

H.         CONCLUSION

The Directors accept responsibility for the information contained in this circular.

 

Yours faithfully

 

_________________

Director
for and on behalf of

Guggenheim Qualifying Investor Fund plc

 



SCHEDULE A

 

Amendments to the MEMORANDUM AND Articles of Association

 

Sections that are subject to change are set out below only.

 

 

 

 

 

APPENDIX I

 

GUGGENHEIM QUALIFYING INVESTOR FUND PUBLIC LIMITED COMPANY

(the "Company")

Incorporated in Ireland with Registered No: 505096

 

Registered Office

2nd Floor Beaux Lane House

Mercer Street Lower

Dublin 2

 

Notice of Annual General Meeting of the Company

Notice is hereby given that an Annual General Meeting (the "AGM") of the Company will be held at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2 on 30 September 2016 at 10.00 a.m. for the purpose of transacting the following business:

 

Ordinary Resolutions

1.   To receive and adopt the Report of the Directors' and Auditors' and Financial Statements of the Company for the year ended 31 December 2015 and to review the affairs of the Company;

2.   To re-elect Adrian Waters as a Director of the Company;

3.   To re-elect Farhan Sharaff as a Director of the Company;

4.   To re-elect Alexandra Court as a Director of the Company;

5.   To re-elect Adrian Duffy as a Director of the Company;

6.   To re-elect Eimear Cowhey as a Director of the Company

7.   To reappoint KPMG as auditors of the Company;

8.   To authorise the Directors to fix the remuneration of the auditors; and

9.   To conduct any other business of the Company as may properly be brought before the meeting.

Special Resolution

1.   That the changes to the Memorandum and Articles of Association of the Company as set out in the Schedule to the circular to shareholders of the Company dated 2 September 2016 be approved subject to any further amendments required by the Central Bank of Ireland.

 

Dated:                    2016

 

By order of the Board

 

MFD Secretaries Limited

 

______________________

Company Secretary

 

Note:            A member entitled to attend, speak and vote at the Annual General Meeting is entitled to appoint a proxy to attend, speak and vote on their behalf. A body corporate may appoint an authorised representative to attend, speak and vote on its behalf. A proxy or an authorised representative need not be a member of the Company.

 



 

APPENDIX II

 

GUGGENHEIM QUALIFYING INVESTOR FUND PUBLIC LIMITED COMPANY

 

(the "Company")

 

FORM OF PROXY

 

I,/We* ___________________________________________________________________________ being a Shareholder of the above named Company, hereby appoint the Chairman of the Company or failing him, _________________________________ or failing him/her ____________________________ or failing him/her, Mr. Anthony Finegan of 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2 or failing him, Ms. Laura Quinn of 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin, or failing her, Ms. Imelda Murphy of 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin or failing her any other representative of MFD Secretaries Ltd, 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin as my/our* proxy and to vote for me/us* on my/our* behalf at the Annual General Meeting of the Company to be held at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland at 10.00 a.m. (Irish time) on 30 September 2016 and at any adjournment thereof.

 

* Please delete as appropriate

Please indicate with an 'X' in the space below how you wish your vote to be cast. Unless otherwise instructed, the proxy will vote or abstain from voting in respect of all your shares as he thinks fit.


RESOLUTIONS

YES

NO

ABSTAIN

1.

To receive and adopt the Report of the Directors' and Auditors and Financial Statements for the year ending 31 December 2015 and to review the affairs of the Company.




2.

To re-elect Adrian Waters as a Director of the Company




3.

To re-elect Farhan Sharaff as a Director of the Company




4.

To re-elect Alexandra Court as a Director of the Company




5.

To re-elect Adrian Duffy as a Director of the Company




6.

To re-elect Eimear Cowhey as a Director of the Company




7.

To reappoint KPMG as auditors of the Company

 

 



8.

To authorise the Directors to fix the remuneration of the auditors




 


SPECIAL RESOLUTION

YES

NO

1.

That the changes to the Memorandum and Articles of Association of the Company as set out in the Schedule to the Circular to shareholders of the Company dated 2 September 2016 be approved subject to any further amendments required by the Central Bank of Ireland.



 

 

Signed this            day of                     2016

 

 

Signature:        _________________________________

 

 

 

NOTES:-

(a)    If this form of proxy is signed and returned without any indication of how the person appointed shall vote, he/she will exercise discretion as to how he/she votes and whether he/she abstains from voting.

(b)    Where the Member is an individual, this proxy may be executed by an attorney of such Member duly authorised in writing to do so.

(c)    In the case of joint holders, the signature of any one holder will be sufficient, but the names of all joint holders should be stated.

(d)    Where this form of proxy is executed by a corporation, it must be either under its seal or under the hand of an officer or attorney duly authorised.

(e)    Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

(f)    Original signed forms of proxy must be deposited at the Registered Office of the Company, 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland for the attention of MFD Secretaries Limited, before the commencement of the holding of the meeting or adjourned meeting. A proxy form may be faxed to the Company for the attention of MFD Secretaries Limited, 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland (facsimile number +353 1 697 3300)  or emailed to [email protected] with the original to follow by post.

 

 

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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