Source - RNS
RNS Number : 6386L
Orchard Funds Plc
04 October 2016
 

 

 

 

____________________________________________________________________

 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

 

If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor.

 

____________________________________________________________________

 

 

 

 

 

 

 

ORCHARD FUNDS PUBLIC LIMITED COMPANY

(Registered in Ireland as an investment company with variable capital and having segregated liability between its sub-funds under registration number 365198)

 

 

Extraordinary General Meeting

 

 

 

 

 

 

27 October 2016

 

 

 

 

____________________________________________________________________

 

 

 

If you have sold or transferred your shares in Orchard Funds Plc 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.

 

Please note that this notice has not been reviewed by the Central Bank of Ireland (the "Central Bank")

 

Unless otherwise defined herein, all capitalised terms used herein shall bear the same meaning as capitalised terms used in the current prospectus for the Company dated 3 October 2014  (the "Prospectus").  A copy of the Prospectus of the Company is available upon request during normal business hours from the registered office of the Company.

 

____________________________________________________________________

 

ORCHARD FUNDS PUBLIC LIMITED COMPANY

 

3 October 2016

 

Dear Shareholder,

 

 

Extraordinary General Meeting

 

Notice

 

Attached is the notice of the 2016 extraordinary general meeting (the "EGM") of the Company and a proxy card for you to vote on the EGM resolution.

 

The Directors of the Company (the "Directors") propose a resolution to adopt new Articles of Association (the "Articles" and together with the Memorandum of Association of the Company, the "Constitution") for the reasons set out below.

 

The Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015 (the "CBI UCITS Regulations 2015"), which came into effect on 1 November 2015, have introduced a small number of regulatory changes which require to be reflected in the Constitution including, in particular, an amendment to reflect the fact that redemption requests which have been pro-rated following the imposition of a redemption gate can no longer be treated in priority to dealing requests received subsequently.

 

Accordingly, the primary purpose of Resolution 1 is to make certain amendments to the Constitution in order to ensure that the Constitution complies with the CBI UCITS Regulations 2015.

 

 

Action Required

 

Each share represents one vote and if you intend to vote using a proxy, your proxy must be delivered to the address set out in the Notice within the time limits outlined on the proxy form. To pass the resolution more than 50% of the voted shares must be in favour of the resolution.   

 

Recommendation

 

The Board believes that the resolution to be proposed at the EGM is in the best interests of the Company and of the shareholders as a whole and, accordingly, the Directors recommend that you vote in favour of the resolutions at the EGM.

 

 

Yours faithfully

 

 

_____________

Director

 

 

 

 

 

                           One Custom House Plaza, International Financial Services Centre, Dublin 1, Ireland                

 

Directors: Ian Abrams (UK), Richard Harwood (UK), Tom Finlay, Adrian Waters

Registered in Ireland as an investment company with variable capital and having segregated liability under registration no. 365198

SCHEDULE

 

Unless otherwise defined herein, all capitalised terms used in this Schedule shall bear the same meaning as capitalised terms used in the current Articles

 

Details of Resolution 1

 

Proposed Amendments to the Memorandum

 

Companies Act 2014

 

The Memorandum has been updated to refer to the provisions of the 2014 Act and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (SI No.352 of 2011) (rather than to refer to provisions of previous legislation).

 

Proposed Amendments to the Articles

 

1. The Articles have been updated to refer to the provisions of the 2014 Act (rather than to refer to provisions of previous legislation) and to update the definition of the UCITS Regulations.

 

2. Article 1 (Interpretation).

 

a.   Article 1(a) has been deleted as it is no longer relevant following introduction of the 2014 Act.

 

b.   Article 1(b) has been re-numbered as Article 1(a) following deletion of the previous Article 1(a). The following definitions within this Article have been amended / deleted as follows:

 

·    Definition of "Acts" has been deleted and replaced with the following new definition:

 

""Act", the Companies Act 2014 and every statute or other provision of law modifying, extending or re-enacting it."

 

All references to "Acts" in the Articles have therefor been deleted and replaced with the defined term "Act".

 

·    Definition of "1963 Act" has been deleted following the introduction of the 2014 Act.

 

·    Definition of "1983 Act" has been deleted following the introduction of the 2014 Act.

 

·    Definition of "1990 Act" has been deleted following the introduction of the 2014 Act.

 

·    Definition of "Custodian" has been replaced with "Depositary", following the implementation of the UCITS Regulations.

 

·    All references to "Custodian" in the Articles have therefore been deleted and replaced with the defined term "Depositary".

 

·    Definition of "Financial Regulator" has been replaced with "Central Bank" and all references to "Financial Regulator" have been replaced with "Central Bank".

 

·      The following definition of "ICAV" has been added as it is used in new Article 138 (see below):

 

""ICAV", an Irish collective asset-management vehicle as defined in the Irish Collective Asset-management Vehicles Act 2015."

 

·    Definition of "Ordinary Resolution" has been updated to refer to the relevant section of the 2014 Act.

 

·    Definition of "Register" has been updated to refer to the relevant section of the 2014 Act.

 

·    Definition of "Special Resolution" has been updated to refer to the relevant section of the 2014 Act.

 

3. Article 4 (Allotment of Shares) - Article 4(c) has been updated to refer to the relevant section of the 2014 Act.

 

4. Article 20(f) (Redemption) has been amended to reflect regulatory updates introduced pursuant to Regulation 33(3)(b) of the CBI UCITS Regulations 2015, in particular an amendment to reflect the fact that redemption requests which have been pro-rated following the imposition of a redemption gate can no longer be treated in priority to dealing requests received subsequently.

 

5. Article 46 (Convening General Meetings) has been updated to reflect new provisions of the 2014 Act which enable any one Director or any one member to convene an extraordinary general meeting of the Company (previously one Director or any two members could convene an extraordinary general meeting of the Company). 

 

6. Article 48 (Business to be Transacted) has been amended to clarify the nature of business that can be transacted at an Annual General Meeting to reflect provisions of the 2014 Act.

 

7. Article 52 (Adjournment of General Meetings) has been amended, in line with the provisions of the Companies Act 2014, to provide that when a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

 

8. Article 53 (Determination of Resolutions) has been amended to reflect the provisions of the 2014 Act which enable a demand for a poll to be withdrawn other than with the consent of the Chairman of the relevant meeting.

 

9. Article 54 (Entitlement to Demand Poll) has been amended to reflect the provisions of the 2014 Act where at least 3 members (rather than 5 members), having the right to vote at a general meeting, may demand a poll.

 

10.  Article 55 (Taking of a Poll) has been amended to reflect the provisions of the 2014 Act in relation to the taking of a poll.

 

11.  Article 61 (Appointment of Proxy) has been amended to provide that proxy forms shall include the option for Shareholders to abstain from voting on a resolution (as well as to vote in favour/against, as is currently provided for), in accordance with the requirements of the 2014 Act.

 

12.  Article 62 (Deposit of Proxy Instruments) a new Article 62(c) has been added, which provides that proxy documents and any other document to be deposited with a proxy document (pursuant to Article 62) can be delivered by electronic means to the Company.  

 

13.  Article 64 (Effect of Revocation of Proxy or of Authorisation) has been amended, in line with the provisions of the Companies Act 2014, to remove the requirement that revocation of a proxy must be received by the Company "one hour before the meeting" to be effective and instead provide that the revocation must be received "before the meeting" in order to be effective. 

 

14.  Article 66A (Fund and Class Meetings) is a new Article which clarifies that meetings of Shareholders of a Fund or of a class of Shares within a Fund are governed by the same provisions of the Articles as relate to meetings of the shareholders at Company level.

 

15.  Article 74 (Power to Delegate) has been amended, in line with the provisions of the Companies Act 2014, to enable the Directors to form committees of non-directors.

 

16.  Article 75 (Appointment of Attorneys) has been amended to remove the requirement for attorneys to be appointed under the Common Seal of the Company.

 

17.  Article 77(c) (Investment Objectives) has been amended to add the Government of the People's Republic of China to the list of issuers/guarantors of transferable securities and money market instruments (as set out in this Article) in which, subject to authorisation by the Central Bank, more than 35% and up to 100% of the net assets of the Company may be invested.

 

18.  Article 79 (Eligibility for Appointment) a new Article 79(c) has been added to, to provide that no director will be required to retire by rotation (to ensure that provisions on director rotation in the 2014 Act do not apply) or will be required to retire on account of age, to reflect the current position.

 

19.  Article 88 (Telecommunication Meetings) has been amended to provide that the location of any Directors telecommunication meeting shall be as decided by the meeting.

 

20.  Article 134 (Dealings by the Administrator, etc.) has been updated for consistency with the CBI UCITS Regulations 2015.

 

21.  Article 129 (Umbrella Cash Accounts) is a new Article which enables the Company to establish and operate cash accounts at the level of the Company for holding subscription, redemption and dividend monies.

 

22.  Article 136 (Overriding Provisions) has been renumbered Article 137 (a) and has been amended to provide that any amendment to the Articles shall be in accordance with the requirements of the Central Bank and a new provision, Article 137(b), has been added to "deactivate" any provision of the 2014 Act which is optional and which might conflict with the Constitution. 

 

23.  A new Article 139 (Conversion to ICAV) has been inserted, permitting the Directors, subject to Shareholder approval, to apply to the Central Bank for registration of the Company as an ICAV by way of continuation within the meaning of the Irish Collective Asset-management Vehicles Act 2015, or such other Irish corporate vehicle with separate legal personality as may be permitted under Irish law from time to time.

 

24.  Articles 129 to 139 have been renumbered in light of the insertion of a new Article 129 and a new Article 139.

 

 



ORCHARD FUNDS PUBLIC LIMITED COMPANY

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor.

 

 

NOTICE is hereby given that the Extraordinary General Meeting of Orchard Funds Public Limited Company (the "Company") will be held at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland, on 27 October 2016 at 10.00 a.m. to consider, and if thought fit, pass the following as resolution of the Company:

 

1.            To consider, and if thought fit, pass the following resolution as a special resolution of the Company: "That new Articles of Association of the Company be adopted in the form initialled by the Chairman and tabled at the meeting, in substitution for the existing Articles of Association."

 

 

 

 

For and on behalf of

 

 

________________________

 

Wilton Secretarial Limited

Secretary

Registered Office:

One Custom House Plaza,

International Financial Services Centre,

Dublin 1,

Ireland

 

3 October 2016

 

 

 

 

Notes:

 

1.          Shareholders are entitled to attend and vote at the Extraordinary General Meeting of the Company. A Shareholder may appoint a proxy or proxies to attend, speak and vote instead of the Shareholder. A proxy need not be a Shareholder.

 

2.          A form of proxy is enclosed for the use of Shareholders unable to attend the meeting. Proxies and any authority under which they are executed must be sent to the secretary of the Company c/o The Secretary, Orchard Funds Plc, 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland. Alternatively Shareholders may send their proxies and any authority under which they are executed by fax to + 353-1-639 5333. To be valid, proxies and any authority under which they are executed must be received by the Secretary not less than 48 hours before the time appointed for the holding of the meeting.

 

3.          There will be available for inspection by Shareholders at 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, during normal business hours from the date of this notice until the conclusion of the Annual General Meeting of the Company, copies of:

(a)   the current Constitution of the Company; and

(b)   the draft revised Constitution (to include the revised Articles of Association) for the Company as proposed to be amended.

 

 

 

 

 

 

ORCHARD FUNDS PUBLIC LIMITED COMPANY

(the "Company")

 

PROXY FORM

 

I/We (see note (a) below) being a member of the above named Company hereby appoint the Chairman of the meeting or failing him Patricia Taylor or failing her Louise Kennan or failing her Noelle White or failing her Deirdre Mooney or failing her Gemma Bannon or failing her  ______________________________ of _________________________________ as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland on 27 October 2016 at 10.00 a.m. and at any adjournment thereof.

 

Please indicate with an "X" in the space below how you wish your votes to be cast in respect of each Resolution.  If no specific direction as to voting is given the proxy will vote or abstain from voting at his discretion.

 

Voting Instructions to Proxy

(choice to be marked with an "x")

 

Number or description of resolution:

In Favour

Abstain

Against

1.   That new Articles of Association of the Company be adopted in the form initialled by the Chairman and tabled at the meeting, in substitution for the existing Articles of Association.

 




 

Unless otherwise instructed the proxy will vote as he or she thinks fit.

 

 

Signature of the Shareholder:………………………………………………………………………………...

 

Dated:……………………………………………………………………………………………………………

 

 

Notes:

(a)        A Shareholder must insert his full name and registered address in type or block letters. In the case of joint accounts the names of all holders must be stated.

 

(b)        If you desire to appoint a proxy other than the Chairman of the meeting please insert his name and address and delete the words "the Chairman of the meeting or failing him Patricia Taylor or failing her Louise Kennan or failing her Noelle White or failing her Deirdre Mooney or failing her Gemma Bannon or failing her  

(c)        The proxy form must:-

 

                         (i)         in the case of an individual Shareholder be signed by the Shareholder or his attorney; and

                         (ii)        in the case of a corporate Shareholder be given either under its common seal or signed on its behalf by a duly authorised officer of the corporate Shareholder.

 

(d)        In the case of joint Shareholders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint Shareholders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

 

(e)        To be valid, this proxy and any authority under which it is executed must reach the secretary of the Company by post or by hand c/o The Secretary, Orchard Funds plc, 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342,  Ireland. Alternatively Shareholders may send their proxies and any authority under which they are executed by fax to + 353-1-639 5333. To be valid, proxies and any authority under which they are executed must be received by the Secretary not less than 48hours before the time appointed for the holding of the meeting.

(f)  

(g)        A proxy need not be a Shareholder but must attend the meeting in person to represent you.

 

 

 

WF-12145593-1

 

 

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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