Circ re. EGM

ACM European Enhanced Inc.Fund PLC 19 September 2005 ACM EUROPEAN ENHANCED INCOME FUND PLC EXTRAORDINARY GENERAL MEETING 19 SEPTEMBER 2005 Background At the annual general meeting of the Company (the 'AGM') which took place on Thursday 15 September, 2005, a resolution to the effect that the Company continues in existence for a further period of approximately five years (the 'Continuation Resolution') was, in line with the Board's recommendation, not approved by the Company's shareholders (the 'Shareholders'). The Company's articles of association (the 'Articles') contemplate that if the Continuation Resolution was not approved an extraordinary general meeting of the Company (the 'EGM') would be convened within four months of the AGM at which a resolution to wind up the Company voluntarily would be put to the Shareholders. The Board has today posted to Shareholders a circular and notice of meeting convening the EGM for 13 October 2005. Amendment to Articles to provide for repurchase of Shares Although the Articles provide for the EGM to be convened in these circumstances at which a resolution to wind up the Company will be proposed, the Board has been advised that the appointment of a liquidator to wind up the Company would be costly and may involve a delay in returning funds to Shareholders and that the more expeditious process for returning Shareholders' funds is for the Company to effect a total repurchase of the Shares. Following the repurchase of the Shares application will be made to the Financial Regulator in Ireland to seek the revocation of the authorisation of the Company and application will then be made to the Companies Registration Office in Ireland for the striking off of the Company and to the Financial Services Authority in the United Kingdom for the listing of the Shares to be cancelled. To implement such a total repurchase of Shares the Articles will need to be amended as currently there is no provision in the Articles for repurchase generally. The effect of the amendments to the Articles would be to provide authority for the Company to repurchase all of the outstanding Shares at any time up to 31 December 2005. Any repurchase will be effected at a price which is the prevailing net asset value per Share. This amendment to the Articles will require the approval of the Shareholders at the EGM. Repurchase of Shares Conditional on Shareholders' approval at the EGM, the Board intends to effect the repurchase of all of the Shares on 24 October, 2005, being 7 business days after the EGM. Dealings in the Shares will be suspended from 7.30 a.m. on 13 October, 2005. On the total repurchase of the Shares the Company shall pay to Shareholders the prevailing net asset value per Share, which will be after allowing for all related costs of the Share repurchase arrangements, including the striking off of the Company and the realisation of the Company's portfolio. The Board expects to issue on 21 October, by way of a regulatory announcement made to the London Stock Exchange, details of the actual Share repurchase date and the applicable repurchase price (the 'Repurchase Price'). Bank Loan Facility The Board intends that the Company's bank loan of Euro13.6 million will be repaid on or about 14 October, 2005. There will be no costs or penalties payable to the lending bank in respect of this repayment. Costs and Expenses The payment of fees by the Company to the directors will only cease on the striking off of the Company. Where fees are calculated as a percentage of the Company's net asset value, such fees will cease to be paid when there are no remaining securities in the Company. No payments will be made to the Company's directors for loss of office, nor to the Company's investment manager for termination of the management agreement. The total costs to the Company of the work undertaken and advice sought in relation to the proposed amalgamation referred to in the Circular that accompanied the AGM notice, the Continuation Resolution, the Share repurchase and the striking off of the Company, before taking account of any costs associated with the realisation of the Company's assets, are estimated to amount to approximately £216,000 (including VAT). The Company's net asset value per Share is calculated and announced net of appropriate accruals for these costs, which the Board has been advised are required to be charged against the Company's revenue reserve. As at 8 September, 2005, (being the last practicable date prior to the publication of this Circular) the net asset value per Share including such accruals was 73.95p. Dividends The Board intends to declare a third interim dividend on the Shares, which is expected to be payable on 28 October, 2005 to those Shareholders on the register of members at the close of business on 14 October, 2005. The dividend will represent most of the amount available for distribution by the Company as at 30 September, 2005. For further information please contact: David Benda / Nathan Brown Winterflood Investment Trusts, Corporate Stockbroker Tel. 020 7621 5562 / 5572 Expected Timetable October, 2005 Thursday 6 Declaration date for third interim dividend. Tuesday 11 10.00 a.m. Latest time and date for receipt of Forms of Proxy. Wednesday 12 8.00 a.m. Third interim dividend declared ex-dividend. 5.00 p.m. Record date for entitlements under the proposals; and Register of Shareholders closes for transfers. Thursday 13 7.30 a.m. Trading in Shares on London Stock Exchange suspended. 10.00 a.m. EGM. Friday 14 5.00 p.m. Record date for third interim dividend. Thursday 20 5.00 p.m. Calculation time and date for the net asset value per Share on repurchase. Friday 21 Declaration of Share repurchase date and net asset value per Share on repurchase. Monday 24 Repurchase date of Shares. Friday 28 Repurchase proceeds distributed to Shareholders; and Final dividend paid to ACM Shareholders. A copy of the notice of the EGM has been submitted to the FSA and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: Document Viewing Facility UK Listing Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel. 020 7676 1000 Winterflood Investment Trusts, a division of Winterflood Securities Limited, is acting for the Company and will not regard any persons other than the Company as its customer or be responsible to anyone other than the Company for providing the protections afforded to customers of Winterflood Securities Limited or for providing advice in relation to the contents of this announcement. This information is provided by RNS The company news service from the London Stock Exchange
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