Posting of Circular and Notice of EGM

RNS Number : 9035N

Globalworth Real Estate Inv Ltd

01 November 2016

 

Globalworth Real Estate Investments Limited

Posting of Circular and Notice of EGM

Globalworth Real Estate Investments Limited (the "Company") is pleased to announce that it has agreed the terms of a new fee arrangement (the "Plan") for its subsidiary, Globalworth Investment Advisers Limited, the Company's internal investment adviser, and that it is today posting a circular to Shareholders in connection with the Plan.

The Circular sets out the background to, and the reasons for, the Plan; why the Directors believe that it will assist in promoting the success of the Company for the benefit of the Shareholders as a whole; and provides further detail in relation to the Plan. It also includes a recommendation from the independent non-executive Directors that Shareholders vote in favour of the resolutions to be proposed at the Extraordinary General Meeting approving the Plan.

The Extraordinary General Meeting will be held at the registered office of the Company at Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT at 9.30 a.m. on 25 November 2016.

A full copy of the circular which includes the Notice of EGM can be found here:

www.globalworth.com/investor-relations/key-corporate-documents.aspx

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

For further information visit www.globalworth.com or contact:  

Globalworth Real Estate Investments Limited Dimitris Raptis	Tel: [phone]
Panmure Gordon (Nominated Adviser and Joint Broker) Andrew Potts	Tel: [phone]
Cantor Fitzgerald Europe (Joint Broker)       Rick Thompson David Foreman	Tel: [phone]
Milbourne (Public Relations) Tim Draper	Tel: [phone]

About Globalworth

Globalworth Real Estate Investments Limited is a real estate investment company founded by real estate investor and developer Ioannis Papalekas currently focused on taking advantage of investment opportunities in Romania. The Company's shares were admitted to trading on AIM in July 2013.

The Romanian market offers an attractive real estate investment proposition in the medium-to-long term. Globalworth believes that global investor capital flows will gradually move from markets considered as "safe havens" to more peripheral markets such as Romania in search of higher yielding investments. As a result, Romania should, in due course, become a more attractive destination for a wide investor audience. Globalworth anticipates holding an early mover advantage in and benefitting from this gradual shift in investor sentiment.

PROPOSED INVESTMENT MANAGER PLAN - EXTRACTS FROM THE CIRCULAR

LETTER FROM THE CHAIRMAN

Dear Shareholder

Introduction

The Company announced today that it had agreed the terms of a new fee arrangement (the "Plan") for its subsidiary, Globalworth Investment Advisers Limited (the "Investment Manager") and that the implementation of the Plan would be subject to approval by Shareholders.

The purpose of this document is to explain the background to, and the reasons for, the Plan, to explain why the Directors believe that it is in the best interests of the Company and its Shareholders as a whole, to provide further detail in relation to the Plan and to recommend that Shareholders vote in favour of the resolutions to be proposed at the Extraordinary General Meeting approving the Plan.

Background

The execution of the Company's investing policy is delegated to the Investment Manager pursuant to the Investment Advisory Agreement. 

Since the time of the Company's IPO in July 2013, the Investment Manager has been awarded fees on an annual ad hoc basis following recommendation of the Remuneration Committee, which comprises John Whittle (as Chairman), Geoff Miller and Eli Alroy, and approval of the Board. 

Although all the ordinary shares in the Investment Manager are held by the Company, the executives of the Investment Manager (including the Founder and Dimitris Raptis) hold Preference Shares in the Investment Manager (which rank in priority to the ordinary shares held by the Company in relation to any dividends, have no right to capital save in respect of unpaid dividends and have no voting rights).  Following receipt of these fees, the Investment Manager has distributed them to its Preference Shareholders, taking into consideration the recommendations of the Remuneration Committee.  The Company and the Investment Manager may from time to time agree that the scope of the Plan will be extended to other managers of the Group.

After considerable discussion since the time of the Company's IPO in July 2013, in 2015 the Board tasked the Remuneration Committee with devoting increased time and focus towards developing a formal plan that would align the interests of the Investment Manager and its Preference Shareholders with the long-term interests of the Company and its Shareholders, with a view to recommending such a plan to the Board for its approval as soon as possible. 

The input of external remuneration consultants and the Company's major shareholders (other than the Founder) was sought during a process that was lengthy, detailed and iterative.  Following this, the Remuneration Committee developed a plan tailored to the particular nature of the Company and its Shareholders, primarily based on the achievement of minimum return thresholds (IRR) by reference to the aggregate equity invested in the Company from time to time on and since IPO, and with the Preference Shareholders having private equity-style entrenched rights and rewards. 

It is important to highlight that, although plans for some other real estate public companies tend to have a heavy reliance on net asset value (NAV) growth (and although such an approach to the Plan was recommended by one of the Company's external remuneration consultants), the proposed Plan is primarily based on shareholder IRR, which the Remuneration Committee and the Non-Executive Directors believe is the most objective, fair and equitable way of measuring shareholders' return.

The Remuneration Committee and the Non-Executive Directors consider that it is important that the Investment Manager is also rewarded in case of achieving certain specific events, such as sales of non-core/mature assets and/or significantly enhancing the liquidity of the Ordinary Shares, but without ultimately detracting from the IRR objective referred to above.

As Chairman of the Board and a member of the Remuneration Committee, I have personally been heavily involved in this process and I am therefore particularly pleased that the Company is now able to propose a Plan that gives the Board more control over year-on-year targets whilst driving the Investment Manager towards achieving actual returns to shareholders over the long term, including through improving operating performance, more active asset management, increasing the liquidity of the Ordinary Shares and disposing of non-core or mature assets.  The Non-Executive Directors are in agreement that the Plan is appropriate for the Company and its Shareholders in terms of targets and rewards for achieving those targets, and have unanimously voted to approve the introduction of the Plan.

Summary of the Plan

The Plan, which will primarily be effected pursuant to an agreement amending the Investment Advisory Agreement, comprises three main elements:

·     a fixed annual fee which includes the payment of an amount by way of profit margin to the Investment Manager for the relevant financial year (the "Fixed Fee");

·     an annual incentive amount based on the achievement of targets set at the start of the relevant year (the "Variable Annual Fee" or "VAF"); and

·     a more long term incentive fee, primarily based on achieving certain returns for Shareholders (the "Long Term Fee" or "LTF").

Each of those elements is described in more detail below.

Fixed Fee

The Fixed Fee is designed to cover the costs of the Investment Manager in respect of each year plus a  profit margin.  The Fixed Fee shall be paid each year in cash by the Company to the Investment Manager to reflect (a) the base salaries of its employees (with any increase in the level of remuneration to be approved by the Board), (b) the other expenses of the Investment Manager (including non-executive directors' fees and professional advisory costs) and (c) a profit margin to the Investment Manager (the "Profit Amount"), in each case for that year.  For these purposes, the Profit Amount in respect of any year shall be the higher of €400,000 and the amount which is equal to 25 per cent. of the aggregate of the amounts referred to in (a) and (b) for that year, and shall be distributed promptly to the Preference Shareholders as determined by the Investment Manager, taking into consideration the recommendations of the Remuneration Committee.  In respect of the first year (ending 31 December 2016), the Profit Amount is €600,000 and the base salaries of the Founder and Dimitris Raptis are Euro 800,000 and Euro 150,000, respectively.

Variable Annual Fee

At the beginning of each financial year the Board and the Investment Manager will agree (a) specific targets in relation to certain fixed and variable KPIs and, potentially, in relation to payments of dividends and/or the raising of equity capital and (b) the respective sums to which the Investment Manager will be entitled on achieving these set targets. 

For these purposes, the fixed KPIs relate to contracted rent, actual net operating income (NOI), contracted square meters, occupancy, fee saving and administration costs/investment cost of properties ratios, and the variable KPIs (which will apply depending on the circumstances and the business plan in any particular year) relate to acquisitions, delivery of developments, dividends and others as agreed between the Board and the Investment Manager from time to time. 

The weighting as between the various targets shall be a minimum of 50 per cent. in respect of the fixed KPIs and a minimum of 15 per cent. in respect of each of any targeted dividends and any targeted equity raise, with appropriate adjustment if there are no dividends and/or equity raise targeted for the relevant year. Shortly following the end of each year the extent to which the targets for that year have been achieved, and therefore the aggregate sum to which the Investment Manager will be entitled (being the Variable Annual Fee), will be proposed by the Investment Manager and agreed with the Board or, failing such agreement, as determined by an independent third party.

The maximum Variable Annual Fee to which the Investment Manager can be entitled in respect of any year is the amount which is equal to the aggregate of (i) two times EUR 800,000 for the first year and subject to annual revision thereafter and (ii) an amount equal to 150 per cent. of EUR 466,000 for the first year and subject to annual revision thereafter and the Profit Amount for that year.  The allocation of the Variable Annual Fee as between the Preference Shareholders shall be by the Investment Manager (taking into consideration the recommendations of the Remuneration Committee), provided that, the maximum amount of Variable Annual Fee which may be allocated to each of the Founder and Dimitris Raptis in respect of any year is the Base Amount, for which purposes the "Base Amount" is (a) in respect of the Founder, EUR 800,000 or, with the approval of the Board, EUR 1,600,000 (as both figures may be increased with the approval of the Board) and (b) in respect of Dimitris Raptis, an amount equal to 75 per cent. or, with the approval of the Board, 150 per cent. of the aggregate of EUR 150,000 (as may be increased with the approval of the Board) and his allocation of the Profit Amount for that year.

The Variable Annual Fee is to be satisfied by the issue of Ordinary Shares to the Investment Manager at the Issue Price shortly following the agreement or determination of the Variable Annual Fee in respect of any year, provided that one third (or such greater fraction as may be agreed by the Board up to a maximum equal to EUR 800,000, in the case of the Founder for the first year and subject to annual revision thereafter, and EUR 466,000 for the first year and subject to annual revision thereafter plus the Profit Amount, in case of the other executives) shall be paid in cash.

On receipt of any Variable Annual Fee in cash, the Investment Manager (taking into consideration the recommendations of the Remuneration Committee) shall distribute this to its Preference Shareholders.  All Ordinary Shares issued to the Investment Manager in settlement of Variable Annual Fees shall be held by the Investment Manager pursuant to a vesting profile of one third vesting each year over a three year period, with the first third vesting on the date of agreement or determination of the relevant Variable Annual Fee.  Following satisfaction of the vesting conditions, the Investment Manager shall distribute the Ordinary Shares to its Preference Shareholders in accordance with the allocations made by the Investment Manager as referred to above.

Long Term Fee

The fundamental objective of the Long Term Fee is to tie the Investment Manager's rewards to achieving a specified IRR based on cash-in by/cash-out to shareholders since IPO on 24 July 2013.  Pursuant to this, if a 10 per cent. IRR is achieved by reference to the aggregate of shareholders' equity investment in the Company on, and from time to time since, IPO (the "First Hurdle"), the Investment Manager will be entitled to 10 per cent. of the amount of return above that hurdle (up to the 15 per cent. IRR) and, if a 15 per cent. IRR is achieved (the "Second Hurdle"), the Investment Manager will be entitled to 15 per cent. of the amount of return above the Second Hurdle (taking account of the fee in respect of achieving the First Hurdle when determining whether the Second Hurdle has been achieved).  Although there are other events which trigger different rewards (see Asset Sales and Liquidity Event below), these are pre-payments of the Long Term Fee and are deducted from any Long Term Fee which subsequently becomes due in respect of a Full Share Sale or Distribution.

The main trigger events that will give rise to a partial or full Long Term Fee (assuming the applicable IRR hurdles of 10 per cent. or 15 per cent. are achieved) are:

·     when a distribution is paid to Shareholders as a result of a disposal of an asset (an "Asset Sale");

·     when any other distribution is paid to Shareholders (each a "Distribution");

·     a Liquidity Event (as described below);

·     a sale of Ordinary Shares constituting a Change of Control; and

·     a sale of all the Ordinary Shares constituting a Full Share Sale.

Each of the events potentially giving rise to a Long Term Fee is summarised in turn below.

Asset Sales

The Long Term Fee payable in relation to a distribution to Shareholders of the proceeds received by the Company in connection with an Asset Sale shall be 35 per cent. of: (a) if the distribution achieves an IRR in relation to the asset in excess of 10 per cent., 10 per cent. of that excess; and (b) if the distribution achieves an IRR in relation to that asset of 15 per cent., 15 per cent of that excess. The objective of this element is to reward disposals of mature or non-core assets where a return of over 10 per cent. can be achieved on that asset.

Change of Control

The Long Term Fee payable in respect of a Change of Control shall be, if the hypothetical proceeds referable to that Change of Control result in an IRR in respect of the Shareholders' investment (being amounts received or credited as received by the Company by way of subscription for Ordinary Shares since the Company's IPO on 24 July 2013) in excess of the First Hurdle, 10 per cent of that excess plus, if the hypothetical proceeds result in an IRR in respect of the Shareholders' investment in excess of the Second Hurdle, an amount equal to 15 per cent. of that excess.  For these purposes, a "Change of Control" is where an offer made to all shareholders is accepted by shareholders representing 50.1 per cent. or more of the Ordinary Shares (and includes where such an offer, which is unconditional and recommended by the Board, is accepted by shareholders representing 50 per cent. or less of the Ordinary Shares), the "hypothetical proceeds" shall be the amount of consideration which would be generated in respect of the sale of the whole of the fully diluted share capital of the Company using the price per Ordinary Share actually paid in the sale of Ordinary Shares which constitute the Change of Control.  The objective of this element is to reward the Investment Manager in the event of an offer for all the Ordinary Shares which is in excess of a minimum price of the lower of €9.00 (resulting in a premium of 80 per cent. to the price of Ordinary Shares as at 27 October 2016) and the price which would achieve the First Hurdle using the hypothetical proceeds.

Liquidity Event

When structuring the Plan, the Remuneration Committee was keen to incentivise the creation of increased liquidity in the market for Ordinary Shares.  The Plan therefore includes a trigger event pursuant to which there is the potential for a Long Term Fee entitlement to be generated on each occasion (each a "Liquidity Event") that in any Quarter the deemed daily transactions in Ordinary Shares (based on the average number of transactions in Ordinary Shares within the Free Float in that Quarter as sourced from a third party data provider as agreed by the Remuneration Committee and Executives) exceeds 2.5 per cent. of the Free Float (the "First Liquidity Level") and a higher fee will be generated if such number of deemed daily transactions exceeds 5.0 per cent. of the Free Float (the "Second Liquidity Level").

The Long Term Fee payable in respect of a Liquidity Event shall be an amount equal to the Liquidity Percentage of: (i) if the hypothetical consideration results in an IRR in relation to the aggregate shareholders' equity investment in the Company (as referred to above) in excess of the First Hurdle, 10 per cent. of that excess; and (ii) if the hypothetical consideration results in an IRR in relation to the Shareholders' investment in excess of the Second Hurdle, 15 per cent. of that excess.  For these purposes, the "hypothetical consideration" shall be the amount of consideration which would be generated in respect of the hypothetical sale of the whole of the fully diluted share capital of the Company using the volume weighted average price per Ordinary Share in respect of the relevant Quarter which gives rise to the Liquidity Event and the "Liquidity Percentage" shall be, if the First Liquidity Level applies, 15 per cent. and, if the Second Liquidity Level applies, 30 per cent.

Full Share Sale and other Distributions

The Long Term Fee payable in relation to a Full Share Sale and on any Distribution shall be the aggregate of: (A) if the Full Share Sale or Distribution results in an IRR in relation to the aggregate shareholders' investment in the Company (as referred to above) in excess of the First Hurdle, 10 per cent. of that excess; and (B) if the Full Share Sale or Distribution results in an IRR in relation to the aggregate shareholders' investment in the Company of the Second Hurdle, 15 per cent of that excess, as reduced by any Long Term Fees already paid in respect of prior Distributions, Liquidity Events, Assets Sales or any Change of Control.  Again, the objective of this element is to reward the Investment Manager for significant receipts by Shareholders either in the ordinary course of business or resulting from an offer for the whole of the fully diluted share capital of the Company which gives rise to full acceptance (or such level of acceptance as would entitle the offeror to compulsorily acquire the remainder of the Ordinary Shares).

General

In each IRR calculation the fee at the 10 per cent. level will only be by reference to the return up to the 15 per cent. level and, in determining whether the Second Hurdle (15 per cent.) has been achieved, account will be taken of the fee in respect of achieving the First Hurdle (10 per cent.).

All calculations in relation to the Long Term Fee (including in relation to the IRR) are prepared by the Investment Manager for agreement by the Board and, failing such agreement, are to be determined by an independent expert.

The amount which could be payable as Long Term Fees is not subject to any maximum (either per event or in aggregate) and the potential for Long Term Fees will terminate only upon the earlier of a Full Share Sale and 31 December 2022 (the "Termination Date").  The consent of the Executives and/or the Preference Shareholders would be required in order to amend or otherwise terminate the Plan.

The Long Term Fee component of the Plan (including any Ordinary Shares issued in relation to Asset Sales, a Change of Control or a Liquidity Event) is subject to a vesting schedule of 15 per cent. per annum commencing as of December 31, 2015, subject to 25 per cent. being held back until the earlier of a Change of Control, a Full Share Sale and the Termination Date.

Once the relevant triggering event has taken place, the relevant Long Term Fees will be satisfied by the issue of Ordinary Shares to the Investment Manager at the Issue Price or promptly following the relevant triggering event, provided that, in certain cases, the Long Term Fees are payable, in whole or in part, in cash (including if there is a delisting following a Change of Control).  The vested part of the Ordinary Shares can then be distributed to the Preference Shareholders of the Investment Manager whereas the unvested part will be held by the Investment Manager until the vesting triggers have been met.  The allocations of the Long Term Fee to the Preference Shareholders of the Investment Manager are as follows (taking into consideration the recommendations of the Remuneration Committee):

·     60 per cent. in respect of the Founder;

·     minimum 20 per cent. in respect of Dimitris Raptis; and

·     the remainder as decided by the executive directors of the Company at the time.

Bad Leaver, automatic full vesting, lock-up and claw-back

All rights to Ordinary Shares issued but unvested under the Plan shall be forfeited by an executive who is a "Bad Leaver" (as defined in the service agreement of the relevant executive) and otherwise shall automatically vest on which ever shall first occur of a Change of Control, Full Share Sale or the Termination Date.  After vesting and (subject to applicable law, including satisfaction of a solvency test) subsequent distribution by the Investment Manager to its Preference Shareholders in accordance with the allocations referred to above, all Ordinary Shares received by the Preference Shareholders under the Plan will be subject to a one-year lock-up period (except in case of a Full Share Sale or Change of Control) and will always be subject to claw-back from a Preference Shareholder if that Preference Shareholder has committed a serious act in relation to the Company.

Rule 9 of the Takeover Code

As the Company is incorporated in Guernsey and its Ordinary Shares are admitted to trading on AIM, the Shareholders are entitled to the protections of the Takeover Code.  The Founder is currently interested in 23,247,028 Ordinary Shares representing 36.14 per cent. of the issued share capital of the Company.  Subject to certain limited exceptions, if the Founder were to acquire further interests in Ordinary Shares pursuant to the Plan at a time when he continued to be interested in Ordinary Shares representing 30 per cent. or more of the issued share capital of the Company, he would be required to make an offer for all of the Ordinary Shares pursuant to Rule 9 of the Takeover Code.  The Plan does not permit the granting of any interest in Ordinary Shares that would give rise to such a requirement so, if the relevant circumstances arose, either the Panel on Takeovers and Mergers would need to waive the requirement (which, among other things, would require independent shareholders, being shareholders other than the Founder and any person acting in concert with him, to approve the relevant increase in interest pursuant to a "whitewash" procedure) or, failing that, the relevant entitlement would need to be paid by the Company in cash.

Extraordinary General Meeting

The Non-Executive Directors have determined that, although approval of the Plan is not required under the Articles, due to the bespoke nature of the Plan, the potential dilution of Shareholders arising from the issue of Ordinary Shares in satisfaction of fees due to the Investment Manager under the Plan and in accordance with good corporate governance, the implementation of the Plan will be subject to approval by Shareholders at an Extraordinary General Meeting.  As the issues of Ordinary Shares under the Plan will constitute issues of shares for non-cash consideration under Guernsey company law and as such issues require Shareholders' authorisation, Shareholders are also being asked to provide this authorisation (in respect of all Ordinary Shares to be issued under the Plan) at the Extraordinary General Meeting.

Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use in connection with the Extraordinary General Meeting.

Shareholders, whether or not they propose to attend the Extraordinary General Meeting in person, are requested to complete, sign and return the enclosed Form of Proxy, in accordance with the instructions printed on it, so as to be received by the registrars of the Company, Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, not less than 48 hours before the time appointed for the meeting (not taking account of any part of a day which is not a business day in London and Guernsey), being 9.30 a.m. on Wednesday 23 November 2016.  Completion and return of a Form of Proxy by a Shareholder will not preclude that Shareholder from attending, speaking and/or voting in person at the Extraordinary General Meeting should they so wish.

Recommendation

The Non-Executive Directors consider that the resolutions to be proposed at the Extraordinary General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Non-Executive Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they intend to do so in respect of their own beneficial shareholdings which in aggregate amount to 418,814 Ordinary Shares, representing 0.65 per cent. of the Company's issued share capital as at the date of this letter.  As the Executives are interested in the Plan, they have not taken part in the decision by the Board to approve the Plan.

DEFINITIONS

In addition to the terms defined in the Chairman's letter, the following terms shall have the meanings set out next to them:

"Articles"	the articles of incorporation of the Company;
"Board" or "Directors"	the board of directors of the Company from time to time and, in relation to all dealings with the Investment Manager under the Plan, shall mean the Non-executive Directors, having consulted with (or received the recommendation of) the Remuneration Committee as appropriate;
"Change of Control"	means a sale of Ordinary Shares (other than on a Full Share Sale) by any one or more Shareholders, pursuant to one or more related transactions on the same terms and to a single purchaser (including its affiliates) where such sale satisfies the following conditions: (a) the sale relates to Ordinary Shares that represent more than fifty per cent. of the fully diluted share capital of the Company; (b) an offer to purchase Ordinary Shares is made to all Shareholders; and (c) the price per Company Share in respect of the sale referred to in (a) above and the offer referred to in (b) above is the same and at least the lower of: (i) €9; and (ii) the price which would equal or exceed the First Hurdle if calculated pursuant to a hypothetical liquidating distribution based on the hypothetical value of the actual proceeds arising from the Change of Control, provided that, if such a sale of Ordinary Shares represents fifty per cent. or less of the fully diluted share capital of the Company but such sale is a result of an unconditional offer to purchase Ordinary Shares made to all Shareholders and which was recommended by the Board and satisfies the condition referred to in (c) above, then such sale of Ordinary Shares shall also be deemed to be a Change of Control;
"Company"	Globalworth Real Estate Investments Limited;
"CREST Manual"	the compendium of documents entitled CREST Manual issued by EUI from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms;
"Executives"	the Founder and Mr Dimitris Raptis, being the executive directors of the Company (and of the Investment Manager);
"Form of Proxy"	the form of proxy for use by Shareholders in connection with the Extraordinary General Meeting;
"Free Float"	means the number of Ordinary Shares held by persons other than: (a) persons whose Ordinary Shares are subject to a lock-up agreement; and (b) strategic investors that: (i) are real estate companies (as determined by the Remuneration Committee); (ii) hold (directly or through affiliates) Ordinary Shares representing at least twenty per cent. of the issued Ordinary Shares; (iii) have the right by contract or through the articles of incorporation of the Company (either directly or as between two or more Shareholders) to appoint members to the Board; and (iv) do not actively trade their Ordinary Shares (as determined by the Remuneration Committee);
"Founder"	Mr Ioannis Papalekas, the founder of the Company;
"Full Share Sale"	means the sale of the fully diluted share capital of the Company pursuant to a takeover offer (and, for the avoidance of doubt, such a sale shall not qualify as a Change of Control);
"Group"	means the Company and its subsidiaries from time to time;
"IAA Amending Agreement"	the agreement to be made between the Company and the Investment Manager which will amend the Investment Advisory Agreement in order to incorporate the Plan;
"Investment Advisory Agreement"	the agreement dated 24 July 2014 between the Company and the Investment Manager pursuant to which the Investment Manager is appointed as the exclusive investment adviser of the Company in relation to the pursuit of the Company's investment strategy;
"Investment Manager"	Globalworth Investment Advisers Limited, a subsidiary of the Company incorporated in Guernsey and fulfilling the role of the Company's internal investment adviser, the board of which comprises two executive directors (currently the Founder and Dimitris Raptis) and two non-executive directors (currently John Whittle and Geoff Miller);
"IRR"	means, as of any relevant event date and by reference to the aggregate equity invested in the Company from time to time (whether or not in cash), the annualised effective compounded (percentage) rate of return which, when applied to the cash flow (positive and negative) gives the net present value of zero, each of the cash flows being regarded as arising on the day on which the relevant cash flow occurs;
"Issue Price"	such issue price of Ordinary Shares under the Plan as determined by the Remuneration Committee from time to time;
"Non-executive Directors"	the non-executive Directors of the Company for the time being;
"Ordinary Shares"	the ordinary shares of no par value in the capital of the Company;
"Preference Shareholder"	a holder of preference shares in the capital of the Investment Manager, such holders also being executives of the Investment Manager (including the Executives);
"Quarter"	means each period of three months ending on 31 January, 30 April, 31 July and 31 October;
"Resolutions"	the resolutions to be proposed at the Extraordinary General Meeting and set out in the Notice of Extraordinary General Meeting at the end of the Circular;
"Shareholders"	the holders of any shares in the issued share capital of the Company from time to time; and
"Takeover Code"	the UK City Code on Takeovers and Mergers.

 

END

 

 

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