22/11/2010 15:54
RNS Number : 6110W
Jubilee Absolute Return Fd PCC Ltd
22 November 2010
 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

If you have sold or otherwise transferred all of your Shares, you should pass this document, together with all of the accompanying documents, as soon as possible 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.

The Directors, whose names appear on page 1, accept full responsibility for the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

__________________________________________________________________________________

JUBILEE ABSOLUTE RETURN FUND

 

a cell of

 

JUBILEE ABSOLUTE RETURN FUND PCC LIMITED

(a protected cell investment company incorporated with limited liability in Guernsey with registration number 44327)

Recommended proposals to (i) convert the Cell into a master-feeder structure (feeding into Jubilee Absolute Return Master Fund Limited) or, in the alternative, (ii) to amend the investment restriction of the Cell relating to investments in other funds of funds

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice of a Meeting of the Cell (the "Meeting") to be held on 15 December 2010 at 9.30a.m. is set out at the end of this document.

Shareholders are requested to return the enclosed Form of Proxy as soon as possible.  To be valid, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by HSBC Securities Services (Guernsey) Limited, Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3NF as soon as possible, but in any event not later than 48 hours prior to the time appointed for the Meeting.

Your attention is drawn to the section headed "Action to be Taken" in Part I of this document.


DIRECTORY

 

Directors of the Company and the Master Fund

 

Sumner H. Waters
Philip J. G. Caldwell
Jason de B Sherwill

 

Registered Office of the Company and the Master Fund

 

Arnold House

St Julian's Avenue

St Peter Port

Guernsey GY1 3NF

 

Manager and Investment Manager of the Cell and the Master Fund

 

Fauchier Partners Management Limited
Suite A1, Hirzel Court

Hirzel Street

St Peter Port

Guernsey GY1 2NN

 

Investment Adviser to the Cell and the Master Fund

 

Fauchier Partners LLP
72 Welbeck Street

London W1G 0AY

United Kingdom

Administrator, Secretary and Registrar of the Company and the Master Fund


HSBC Securities Services (Guernsey) Limited
Arnold House
St Julian's Avenue

St Peter Port
Guernsey GY1 3NF

 

Sub-Administrator of the Company and the Master Fund


HSBC Securities Services (Ireland) Limited
1 Grand Canal Square

Grand Canal Harbour

Dublin 2

Ireland

 

Custodian to the Company and the Master Fund

 

HSBC Custody Services (Guernsey) Limited
Arnold House
St Julian's Avenue
St Peter Port
Guernsey GY1 3NF

 

Sub-Custodian to the Company and the Master Fund

 

HSBC Institutional Trust Services (Ireland) Limited
1 Grand Canal Square

Grand Canal Harbour

Dublin 2

Ireland

 

Auditors to the Company and the Master Fund

 

KPMG Channel Islands Limited

Chartered Accountants

20 New Street

St Peter Port

Guernsey, GY1 4AN

 

Sponsoring Broker to the ISE for the Company and the Master Fund

 

NCB Stockbrokers Limited

3 George's Dock

IFSC

Dublin 1

Ireland

 

Legal Advisers (as to Guernsey law) of the Company and Master Fund

 

Carey Olsen

Carey House

Les Banques

St Peter Port

Guernsey

GY1 4BZ

 


CONTENTS

Page

EXPECTED TIMETABLE........................................................................................................... 3

DEFINITIONS............................................................................................................................ 4

APPENDIX A........................................................................................................................... 13

 

 

 

 

 

 

 

 

 

 

 

 



EXPECTED TIMETABLE

13 December 2010

9.30 a.m.

Latest time for receipt of Forms of Proxy for the Meeting of the Cell

15 December 2010

9.30 a.m.

Meeting of the Cell

26 December 2010

5.00 p.m.

Latest date for delivery of the redemption requests by Shareholders who wish to redeem on the Redemption Date of 1 April 2011

First calendar quarter 2011

 

Court hearing for Cell Transfer Order

31 March 2011

5.00 p.m. (Irish time)

Valuation Date for redemptions and transfer

1 April 2011

 

Implementation of Proposal 1 or Proposal 2 (as applicable) and Redemption Day

All times referred to in this document are to times in Guernsey unless other stated.  All the above dates and times are indicative and the Company will notify Shareholders should there be any material change to any of the above dates and times.



DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

"Administrator"

HSBC Securities Services (Guernsey) Limited as administrator for the Cell or the Master Fund (as applicable);

"Articles"

the articles of incorporation of the Company, as amended from time to time;

"Board"

the board of directors of the Company or a committee thereof;

"Business Day"

any day on which banks in Dublin and Guernsey are open for normal banking business (excluding Saturdays and Sundays);

"Cell"

means the Jubilee Absolute Return Fund, a cell of the Company;

"Cell Transfer Order"

an order of the Court made pursuant to section 457 of the Companies (Guernsey) Law, 2008 permitting the transfer of the assets of the Cell in accordance with Proposal 1;

"Company"

Jubilee Absolute Return Fund PCC Limited, a protected cell company incorporated with limited liability in Guernsey with registration number 44327;

"Completion Date"

1 April 2011 or such other time and date determined by the Board as the time and date at and on which the Proposals become unconditional and are implemented;

"Conditions Precedent"

the P1 Conditions Precedent and/or the P2 Conditions Precedent (as the context requires);

"Court"

Royal Court of Guernsey;

"Custodian"

HSBC Custody Services (Guernsey) Limited as custodian for and on behalf of the Cell or the Master Fund (as applicable);

"Directors"

the directors of the Company;

"Form of Proxy"

the form of proxy for use at the Meeting enclosed with this document;

"GFSC"

Guernsey Financial Services Commission;

"ISE"

The Irish Stock Exchange;

"JARF Scheme Particulars"

the explanatory memorandum issued by the Company in respect of the continuing offer of Shares dated 31 August 2009 together with the supplemental offering memorandum for the Cell contained in Appendix A to the Explanatory Memorandum dated 25 June 2010;

"Master Fund"

Jubilee Absolute Return Master Fund Limited, a company incorporated with limited liability in Guernsey and which is to be authorised as a Class B collective investment scheme by the GFSC;

"Master Fund Scheme Particulars"

the explanatory memorandum for the Master Fund to be dated 1 April 2011, a copy of which is available upon request from the Sub-Administrator or Investment Manager;

"Master Fund Shares"

voting participating redeemable preference shares of no par value (denominated in US Dollars) in the Master Fund to be issued to the Cell in accordance with the Proposal;

"Meeting"

the extraordinary general meeting of the Cell convened by the Notice of EGM or any adjournment of that meeting;

"Notice of EGM"

the notice convening the Meeting set out at the end of this circular;

"P1 Conditions Precedent"

the conditions precedent to Proposal 1 are:

(a)  the consent of the GFSC to the Proposal;

(b)  the Resolutions being passed by the Cell;

(c)  the Master Fund being authorised by the GFSC as a Class B collective investment scheme; and

(d)  the Court granting the Cell Transfer Order.

"P2 Conditions Precedent"

the conditions precedent to Proposal 2 are:

(a)  the consent of the GFSC to the Proposal; and

(b)  Proposal 1 not being approved by Shareholders or not becoming effective.

"Proposal 1"

means the proposal to restructure the Cell so that it becomes a feeder vehicle feeding into the Master Fund;

"Proposal 2"

means the proposal which is only to be implemented if Proposal 1 is not approved, to amend the investment restriction of the Cell relating to fund of fund investments as detailed in this circular;

"Proposals" and each a "Proposal"

means Proposal 1 and/or Proposal 2 (as the context requires);

"Resolutions"

the special resolutions to be proposed at the Meeting;

"Share"

a voting participating redeemable preference share of par value or no par value in the capital of the Company attributed to the Cell;

"Shareholder"

a holder of Shares in the Cell;

"Sub-Administrator"

HSBC Securities Services (Ireland) Limited as sub-administrator for the Cell or the Master Fund (as applicable);

"Sub-Custodian"

HSBC Institutional Trust Services (Ireland) Limited as sub-custodian for and on behalf of the Cell or the Master Fund (as applicable);

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland (which, for the avoidance of doubt, does not include the Channel Islands); and

"Valuation Date"

means the date and time at which the Cell is valued being 5.00 p.m. (Irish time) on 31 March 2011 or such other date and time as may be specified by the Board. 


JUBILEE ABSOLUTE RETURN FUND PCC LIMITED (the "Company")

(a protected cell investment company incorporated with limited liability in Guernsey with registration number 44327)

Jubilee Absolute Return Fund

a cell of the Company (the "Cell")

Registered office:

Arnold House
St Julian's Avenue
St Peter Port
Guernsey
GY1 3NF

 

Board of directors (the "Board"):


Sumner H. Waters
Philip J.G. Caldwell
Jason de B Sherwill

To holders (the "Shareholders") of shares in the Cell (the "Shares")

 

22 November 2010

Dear Shareholder

Proposal to convert the Cell into a master-feeder structure (feeding into Jubilee Absolute Return Master Fund Limited) ("Proposal 1");  or, in the event that Proposal 1 is not approved or does not become effective,

Proposal to amend the investment restriction of the Cell relating to investments in other funds of funds ("Proposal 2")

The purpose of this document is to:

·     provide you with details of the Proposals which are conditional on the satisfaction of the certain conditions precedent which are outlined below; and

·     give notice of the Meeting at which approval will be sought from Shareholders for the implementation of Proposals.

Please read this document in its entirety before carrying out any of the actions requested of you.  

Your Board is recommending that you vote in favour of both Proposals.  Proposal 2 will only be implemented in the event that Proposal 1 is not approved or does not become effective.  The procedure for voting in favour of the Proposals is set out under the heading "Action to be Taken" on page 11 of this document.

Accompanying this document is a Form of Proxy for use in connection with the Meeting.

Details of each of the Proposals is set out in order below, starting with Proposal 1.

Proposal 1

Fauchier Partners Management Limited, the investment manager of the Cell (the "Investment Manager") has been in discussion with the Board regarding a proposal to convert the Cell into a master-feeder structure whereby the Cell will become a feeder vehicle into Jubilee Absolute Return Master Fund Limited (the "Master Fund").  The Master Fund will have the same investment objective and restrictions as the Cell (save in respect of the investment restriction relating to investments in other funds of funds which is detailed below).  Under Proposal 1, it is proposed that the net assets of the Cell (after a retention to satisfy redemption requests and to satisfy any liabilities of the Cell) will be transferred to the Master Fund in exchange for shares in the Master Fund being issued to the Cell as set out in detail below. 

As regards the rationale for Proposal 1, please refer to the letter from the Investment Manager to investors dated 5 November 2010, a copy of which is enclosed at Appendix A. For the reasons set out therein, the Board believe that Proposal 1 is in the best interests of Shareholders.

Details of the Master Fund

The Master Fund is a limited liability company incorporated in Guernsey.  Application has been made to the GFSC for the Master Fund to be authorised as a collective investment scheme of Class B.  It is a condition precedent to the implementation of the Proposals that the Master Fund be authorised as a Class B scheme by the time the Proposals are implemented.

The Master Fund will have the same investment objective and restrictions (save in respect of the investment restriction relating to investments in other funds of funds) as the Cell.  The difference in the investment restriction is that the Cell is only permitted to invest up to 10% (in the aggregate) of the Cell's gross asset value in funds which in turn invest in other funds.  The Master Fund will be permitted to invest up to 20% of its gross asset value in funds which in turn invest in other funds. 

All shares in the Master Fund (including the Master Fund Shares) will be denominated in US Dollars.  The Master Fund Shares will not be listed on the ISE but the Shares in the Cell will continue to be listed on the ISE. 

The directors, manager and investment manager, investment adviser, administrator, sub-administrator, custodian and sub-custodian for the Master Fund will be the same as for the Cell.

Further details of the Master Fund are set out in the Master Fund Scheme Particulars, a copy of which is available upon request from the Sub-Administrator or Investment Manager.

Details of Proposal 1

Proposal 1 will involve:

·     an amendment of the investment strategy and restrictions of the Cell so that its investment strategy is to invest in the Master Fund.  The investment objective will remain unchanged and simply the means of attaining it will be amended; and

·     the transfer of the assets of the Cell (save for a retention to cover redemption requests and to satisfy any liabilities of the Cell determined by the Directors in consultation with the Manager (the "Retention Amount")) to the Master Fund in return for the issue of shares in the Master Fund (the "Master Fund Shares") to the Cell.  The Cell will receive such number of Master Fund Shares as is equal to the net asset value of the assets transferred by the Cell to the Master Fund.  The transfer of the assets will be effected internally by the Custodian and the Sub-Custodian redesignating the relevant assets as being held for the Master Fund rather than for the Cell.

The initial investors in the Master Fund will be the Cell and another feeder fund. As outlined above, it is subsequently proposed to introduce a limited number of new investors directly into the Master Fund.

Under Guernsey law, the transfer of the assets of a protected cell of a protected cell company requires the sanction of a cell transfer order from the Royal Court in Guernsey (the "Cell Transfer Order").  If Proposal 1 is approved at the Meeting, the Board will, in the first quarter of 2011, apply to the Court under section 457 of the Companies (Guernsey) Law, 2008 for the Cell Transfer Order. The Court will not grant the Cell Transfer Order unless it is satisfied that the creditors of the Company entitled to have recourse to the assets of the Cell consent to the transfer or that those creditors would not be unfairly prejudiced by the transfer.  The Court may also hear representations from the GFSC.  The Board intends to procure the agreement of any creditors to provide a letter consenting to the Cell Transfer Order.

Conditions Precedent to Proposal 1

The implementation of Proposal 1 is conditional on the satisfaction of the P1 Conditions Precedent.  The P1 Conditions Precedent are:

·              the consent of the GFSC to Proposal 1;

·              the consent of the Shareholders in the Cell to Proposal 1;

·              the Master Fund being authorised by the GFSC as a Class B collective investment scheme; and

·              the sanction of a Cell Transfer Order in relation to the Cell by the Court.

If any of the P1 Conditions Precedent are not satisfied, Proposal 1 will not be implemented.

Proposal 2

If Proposal 1 is not approved by Shareholders at the Meeting or does not become effective, it is proposed to amend the investment restriction of the Cell that provides that the Cell is only permitted to invest up to 10% (in the aggregate) of the Cell's gross asset value in funds which in turn invest in other funds, to allow the Cell to invest up to 20% of its gross asset value in funds which in turn invest in other funds. 

As regards the rationale for Proposal 2, please refer again to the letter from the Investment Manager to investors dated 5 November 2010, a copy of which is enclosed at Appendix A. For the reasons set out therein, the Board believe that Proposal 1 is in the best interests of Shareholders.

The implementation of Proposal 2 is conditional on the satisfaction of the P2 Conditions Precedent.  The P2 Conditions Precedent are:

·              the approval of the GFSC being given to the amendment to the investment restriction; and

·              Proposal 1 not being passed or not becoming effective.

If any of the P2 Conditions Precedent are not satisfied, Proposal 2 will not be implemented.

Effect of Proposals on and choices available to Shareholders

If Shareholders vote in favour of the Proposal 1 and the P1 Conditions Precedent are satisfied the assets of the Cell (less the Retention Amount) will be transferred to the Master Fund on the Completion Date in consideration for the issue of Master Fund Shares to the Cell on the basis described above.  If Shareholders do not vote in favour of Proposal 1 then the conversion will not be implemented and the Cell will not become a feeder vehicle.  It will continue as it presently is subject to any amendments approved under Proposal 2.

If Shareholders vote in favour of Proposal 2 and the P2 Conditions Precedent are satisfied (one of which is that Proposal 1 does not become effective) the amendment to the investment restriction relating to investments in other funds of funds will be effective from 1 April 2011.  If Proposal 2 is not implemented then the Cell will continue as it presently is based on the JARF Scheme Particulars.

If Proposal 1 and Proposal 2 are approved at the Meeting and the P1 Conditions Precedent are satisfied, only Proposal 1 will be implemented, as the amended investment restriction addressed by Proposal 2 will be reflected in the inaugural terms of the Master Fund.

Shareholders who do not wish to remain invested in the Cell if either of the Proposals are implemented or if the Proposals are not passed, may redeem their Shares in accordance with the terms set out in the JARF Scheme Particulars on the next available redemption date of the Fund, which, for those Shareholders who submit their forms after 26 November 2010 but before 26 December 2010, is 1 April 2011 (the proposed Completion Date on which the Proposals will be implemented).  Shareholders who wish to redeem their Shares on the 1 April 2011 Redemption Date should submit a redemption request to the Sub-Administrator no later than 5.00 p.m. (Irish time) on 26 December 2010.  Any redemption proceeds payable to Shareholders who elect to redeem their Shares shall be paid in accordance with the terms set out in the JARF Scheme Particulars.

Additional Changes to the JARF Scheme Particulars

In addition to the changes required to reflect Proposal 1 and/or Proposal 2, a number of additional changes will be made to the JARF Scheme Particulars that will be effective from 1 April 2011.  Most of these changes are a result of the regular legal and regulatory update of the JARF Scheme Particulars, and none of the changes require the approval of Shareholders. A copy of proposed revised JARF Scheme Particualrs, reflecting all changes, is available from request from the Sub-Administrator or Investment Manager.

Expenses

The costs of implementing the Proposals will be borne by Fauchier Partners Management Limited.

Taxation

If Shareholders are in any doubt about their taxation position they should consult their independent financial adviser as soon as possible.

Shareholder Meeting

The Proposals require the approval of Shareholders at a separate meeting of the Shareholders of the Cell (the "Meeting").  Notice of the Meeting is set out at the end of this document.

The Meeting will be held at Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3NF at 9.30 am on 15 December 2010.  At the Meeting of the Cell special resolutions will be proposed to approve the Proposals.  A Form of Proxy is enclosed for use in connection with these Meeting. 

Resolution 1 - Consent to Proposal 1

Resolution 1 seeks the consent of the Shareholders to convert the Cell into a master-feeder structure.

Resolution 2 - Consent to Proposal 2

Resolution 2 amends the investment restriction of the Cell relating to investments in other funds of funds.  Resolution 2 will only be implemented if Resolution 1 is not passed or Proposal 1 is not implemented.

In order to be passed, Resolutions 1 and 2 at the Cell Meeting will require the approval of not less than 75% of the votes cast at the Meeting. 

Action to be Taken

Shareholders who wish to vote at the Meeting must either attend in person or submit the Form of Proxy as soon as possible and in any event so that it is received not later than 48 hours prior to the time appointed for the Meeting. Shareholders are reminded that the Directors do not have the discretion to accept Forms of Proxy that are submitted later than this time.   

Completion and return of the Form of Proxy will not prevent Shareholders from attending and voting in person at the relevant Meeting, should they wish to do so.  If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

Shareholders wishing to attend in person and duly appointed proxies are requested to bring with them a valid form of photographic identification. Shareholders who are corporations can appoint a single authorised representative to attend the Meeting on their behalf. Such representative is requested to bring with them a duly certified copy of the authorisation together with a valid form of photographic identification. In the absence of such identification Shareholders, proxies and authorised representatives may be refused admittance to the Meeting.

All Shareholders who wish to redeem their shares on the 1 April 2010 Redemption Day should ensure that their duly completed redemption request reaches the Sub-Administrator at 1 Grand Canal Square, Grand Cana; Harbour, Dublin 2, Ireland no later than 5.00 p.m. (Irish time) on 26 December 2010.

Inspection of Documents

The following documents will be available for inspection during normal business hours on Monday to Friday (public holidays excepted) from the date of despatch of this document until the close of business of the Meeting (including any adjournment thereof) at the registered office of the Cell, Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3NF, as well as at the Meeting (for at least 15 minutes prior to the Meeting as well as during the Meeting):

·     the JARF Scheme Particulars;

·     the amended JARF Scheme Particulars as they will be on 1 April 2011 if Proposal 1 is approved and implemented;

·     the amended JARF Scheme Particulars as they will be on 1 April 2011 if Proposal 2 is approved and implemented;

·     the current Articles of Incorporation of the Company; and

·     the Master Fund Scheme Particulars;

·     the memorandum and articles of incorporation of the Master Fund;

·     the register of Shareholders of the Cell as at 1 November 2010.

Recommendation

The Board has concluded that the Proposals are in the interests of Shareholders as a whole and recommend unanimously that Shareholders vote in favour of both Resolutions.

Yours faithfully,

 

 

Director


APPENDIX A

Letter from Investment Manager



 

JUBILEE ABSOLUTE RETURN FUND (the "Cell")

a cell of

Jubilee Absolute Return Fund PCC Limited

(a protected cell company incorporated with limited liability in Guernsey with registration number 44327)

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IN THE JUBILEE ABSOLUTE RETURN FUND

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Shareholders of the Cell will be held at Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3NF on 15December 2010 at 9.30 a.m. for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as a special resolution.

Words and expressions defined in the Circular to Shareholders of the Cell dated 22 November 2010 shall, save where the context otherwise requires, bear the same meanings in the following resolutions:

SPECIAL RESOLUTIONS

1.         THAT, subject to satisfaction of the P1 Conditions Precedent, Proposal 1 be and is hereby approved and that the Board, any authorised committee of the Board or any member of the Board, the Manager, the Administrator, the Sub-Administrator, the Custodian and the Sub-Custodian be and are hereby authorised to implement Proposal 1 and to execute any document and do anything for the purpose of carrying Proposal 1 into effect and in particular (but without limitation) be and are hereby authorised and directed:

(i)         to transfer the assets of the Cell (after retention of the Retention Amount) to the Master Fund and procure that the Master Fund issues that number of Master Fund Shares, credited as fully paid, on the basis described in the Circular to the Cell equal to the net asset value of the assets transferred to the Master Fund;

(ii)        to update the JARF Scheme Particulars to reflect the amended investment wording which is adopted as part of Proposal 1 (as detailed in Schedule 1 to the Circular); and

(iii)       to do any other thing, take any other action or execute any other document which may be necessary to put Proposal 1 into effect.

2.         THAT, subject to satisfaction of the P2 Conditions Precedent, Proposal 2 be and is hereby approved, the JARF Scheme Particulars be updated to reflect the amended investment restriction and the Board be authorised to do any other thing, take any other action which may be necessary to put Proposal 2 into effect.

By order of the Board

 

22 November 2010

 

Registered Office


Arnold House

St Julian's Avenue
St Peter Port
Guernsey
GY1 3NF

Notes:

1.     A Shareholder entitled to attend and vote is entitled to appoint a proxy (or proxies) to attend, speak and vote instead of him provided that, if two or more proxies are appointed, each proxy must be appointed to exercise the rights attaching to different Shares. A proxy need not be a Shareholder of the Company

2.     The Company gives notice that those Shareholders entered on the register of members of the Jubilee Absolute Return Fund Cell at 5 p.m. on 13 December 2010 (or their duly appointed proxies) will be entitled to attend and vote at the aforesaid meeting in respect of the number of shares registered in their name at that time.  Changes to the entries on the register after that time will be disregarded in determining the rights of any person to attend or vote at the Meeting. 

3.     A Form of Proxy is enclosed for use by Shareholders.  To be effective, the Form of Proxy for use at the Meeting and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the office of the Administrator (HSBC Securities Services (Guernsey) Limited, Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3NF - Attention Investor Services) not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

4.     Completion and return of a Form of Proxy will not prevent a Shareholder from attending the Meeting and voting in person if he or she so wishes.



FORM OF PROXY

JUBILEE ABSOLUTE RETURN FUND (the "Cell")

a cell of

Jubilee Absolute Return Fund PCC Limited

(a protected cell company incorporated with limited liability in Guernsey with registration number 44327)

Words and expressions defined in the Circular to Shareholders of the Cell dated 22 November 2010 shall, save where the context otherwise requires, bear the same meanings in this Form of Proxy.

This is the Form of Proxy for use by shareholders at the Meeting of the Cell to be held at Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3NF at 9.30 a.m. on 15 December 2010, to consider and, if thought fit, pass the following special resolution.

As a Shareholder in the Cell you have the right to attend, speak at and vote at the Meeting (the "Meeting").  If you cannot, or do not want to, attend the Meeting, but still want to vote, you can appoint someone to attend, speak and vote at the Meeting on your behalf.  That person is known as a "proxy".  

You can use this Form of Proxy to appoint the Chairman of the Meeting, or an authorised representative of Fauchier Partners Management Limited, or someone else, as your proxy.  Your proxy does not need to be a Shareholder of the Cell

I/We (name in full) ................................………………………………………….…...(in BLOCK CAPITALS) of

…………………....................................................................………………………………………

being (a) Shareholder(s) of the Cell entitled to attend and vote at meeting, hereby appoint the Chairman of the Meeting or an authorised representative of Fauchier Partners Management Limited or………….………………………..….. (see Note 1) as my/our proxy to attend and, on a poll, to vote for me/us on my/our behalf at the Meeting of the Cell to be held on 15 December 2010, and at any adjournment thereof.

RESOLUTION

SPECIAL RESOLUTIONS

FOR

AGAINST

AT DISCRETION

1.  THAT, subject to satisfaction of the P1 Conditions Precedent, Proposal 1 be and is hereby approved and that the Board, any authorised committee of the Board or any member of the Board, the Manager, the Administrator, the Sub-Administrator, the Custodian and the Sub-Custodian be and are hereby authorised to implement Proposal 1 and to execute any document and do anything for the purpose of carrying Proposal 1 into effect and in particular (but without limitation) be and are hereby authorised and directed:

(i)    to transfer the assets of the Cell (after retention of the Retention Amount) to the Master Fund and procure that the Master Fund issues that number of Master Fund Shares, credited as fully paid, on the basis described in the Circular to the Cell equal to the net asset value of the assets transferred to the Master Fund;

(ii)   to update the JARF Scheme Particulars to reflect the amended investment wording which is adopted as part of Proposal 1 (as detailed in Schedule 1 to the Circular); and

(iii)   to do any other thing, take any other action or execute any other document which may be necessary to put Proposal 1 into effect.

 

 

 

2.         THAT, subject to satisfaction of the P2 Conditions Precedent, Proposal 2 be and is hereby approved, the JARF Scheme Particulars be updated to reflect the amended investment restriction and the Board be authorised to do any other thing, take any other action which may be necessary to put Proposal 2 into effect.

 

 

 

 

Please indicate with an "X" in the appropriate box opposite the resolution how you wish your votes to be cast (see Note 4).

Signature(s)      …………………………………………………. (See Note 6)

 

Date                 ……………………………………………………….

Notes:

1.     If you wish to appoint as a proxy a person other than the Chairman of the Meeting or an authorised representative of Fauchier Partners Management Limited (who need not be a Shareholder), please delete the words "the Chairman of the Meeting or an authorised representative of Fauchier Partners Management Limited" and insert the name of the other person. All alterations made to this Form of Proxy must be initialled by the signatory.

2.     The completion and return of this Form of Proxy will not prevent you from attending in person and voting at the Meeting should you subsequently decide to do so.

3.     A Shareholder may appoint more than one proxy to attend.  When two or more valid but differing instruments of proxy are delivered in respect of the same Share for use at the same meeting and in respect of the same matter, the one which is lastly delivered (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that Share.  If the Administrator is unable to determine which instrument was lastly delivered, none of them shall be treated as valid in respect of that Share.

4.     If you wish your proxy to cast all of your votes for or against a resolution you should insert an "X" in the appropriate box.  If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box.  In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the Meeting) which may properly come before the Meeting.

5.     The "At Discretion" option is provided to enable you to give discretion to your proxy to vote or abstain from voting on a particular resolution as he or she thinks fit.

6.     This Form of Proxy must be signed by the Shareholder or his/her attorney.  Where the Shareholder is a corporation, the signature must be under seal or signed by a duly authorised representative.  In the case of joint Shareholders, any one Shareholder may sign this Form of Proxy.  The vote of the Senior joint shareholder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the register of members in respect of the joint shareholding.

7.     To be valid, this Form of Proxy (together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially or in some other way approved by the Board of Directors) must be deposited at the offices of the Company Secretary, HSBC Securities Services (Guernsey) Limited, Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3NF - Attention  Investor Services) not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof

8.     To allow effective constitution of the meeting, if it is apparent to the Chairman that no Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, the Chairman may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.

 

 

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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