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As a listed
closed-ended fund, there is always the possibility of one or more classes of
Shares on occasion trading at a discount to their respective Net Asset Value (as
defined in GSDO's prospectus). However, in structuring GSDO, the directors
of GSDO (the "Directors") have given consideration to the discount risk and how
they may seek to manage this.
Discount floor provision The
Articles incorporate a discount management provision such that, the closing mid
market share price of each share class on the day 5 business days after each
estimated weekly NAV is released, is expressed as a percentage of the NAV of
that share class as set out in that weekly estimate. If the average of such percentages for
any share class in any rolling 12 month period starting on 1 January 2008 is
equal to or less than 95 per cent. (i.e. the shares of that class have traded,
on average, at a discount in excess of 5 per cent. of the Net Asset Value of
that class in that period), a continuation vote of that class of Ordinary Shares
must be proposed within 4 months of such vote being triggered. If that
resolution is not passed, the Directors will be required within 2 months to put
proposals to Shareholders of that class offering to redeem (or proposals with
substantially equivalent economic effect) their Ordinary Shares at an amount
equal to the Net Asset Value of Ordinary Shares of that class as at the NAV
Calculation Date immediately preceding the redemption date (less the costs of
all such redemptions which may include costs of realising investments and/or
costs of borrowing to fund such amounts). However, where one or more such
resolutions in respect of the same period is/are not passed and the class(es) of
Ordinary Shares involved represent 75 per cent. or more of the Company's net
assets attributable to all Ordinary Shares at the last NAV Calculation Date on
or immediately preceding the last of such meetings, the Directors may first (at
their discretion) put forward alternative proposals to all Shareholders to wind
up, reorganise or reconstruct the Company. If, however, such alternative
proposals are not passed by the necessary majority of Shareholders, the
Directors must proceed to offer to redeem the relevant class(es) of Ordinary
Shares on the terms described above. Payment of any redemption amounts may be
delayed pending realisation of sufficient investments in a manner that does not
prejudice remaining shareholders and the costs of redemption may be
significant.
Conversion between classes The Articles contain provisions which
allow Shareholders of any one class of Ordinary Shares to convert all or part of
their holding into Ordinary Shares of any other class on a quarterly basis.
Shareholders may convert Ordinary Shares of any class into Ordinary Shares of
any other class on the basis of the NAV of each class of Ordinary Shares as at
the NAV Calculation Date referable to the months of December, March, June and
September in each year (each a "Conversion Calculation Date") by giving not less
than 5 business days notice to the Company in the prescribed form in advance of
such Conversion Calculation Date and returning the relevant Share certificate to
the Registrars or by submission of the relevant USE instruction (for
uncertificated Shareholders holding Ordinary Shares in CREST) or any other
instruction necessary for any other relevant system. The number of Ordinary
Shares of one class into which Ordinary Shares of another class shall be
converted shall be determined on the basis of the relative NAVs of each class on
the relevant NAV Calculation Date. Fractions of Ordinary Shares arising on
conversions will be rounded down. Shareholders who elect to convert Ordinary
Shares will be unable to deal in those Ordinary Shares in the period between
giving notice of conversion and the actual date of conversion which may be 40
business days or longer.
Purchases of Ordinary Shares by the Company The
Company has the authority to make market purchases of up to 14.99 per cent of each
class of its Ordinary Shares currently in issue at the time
the authority was granted, together with the authority to purchase Shares held by
or on behalf of or for the benefit of Plans in accordance with the Articles.
These authorities are renewed at each AGM. The timing of any purchases is
decided by the Board.
Purchases pursuant to the general authority will only be made through the
market for cash at prices below the prevailing Net Asset Value of an Ordinary
Share of the relevant class where the Directors believe such purchases will
result in an increase in the Net Asset Value of the remaining Ordinary Shares of
that class, will assist in narrowing any discount to Net Asset Value at which
the Ordinary Shares of that class may trade or will benefit the Company in other
ways. Such purchases will only be made in accordance with the rules of the UK
Listing Authority, which currently provide that the price to be paid must not be
more than the higher of (i) 5 per cent. above the average of the mid-market
values of the Ordinary Shares of that class for the 5 business days before the
purchase is made and (ii) that stipulated in the Buy-Back and Stabilisation
Regulation 2003, and otherwise in accordance with the Law and the Companies
(Purchase of Own Shares) Ordinance 1998. In addition, purchases may be made in
consequence of a purported transfer of Shares to a Plan (in which case such
purchase may be at the lower of Net Asset Value, mid-market price or the price
of the purported transfer).
Ordinary Shares repurchased pursuant to this authority may either be
cancelled or held in treasury (up to a maximum of 10 per cent. of the issued
Ordinary Shares of the relevant class).
Where any purchase of its own Ordinary Shares is made by the Company any
performance fee accrued in respect of such Ordinary Shares shall crystallise and
be payable to the Investment Manager irrespective of the subsequent performance
of that class of Ordinary Shares. Conversely any uplift in the NAV of the
Ordinary Shares of that class arising from such purchase at a price less than
the then prevailing NAV will not be taken into account in calculating the
performance fee.
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