On 5 April 2019, Aurora Funds Management Limited (Aurora), as responsible entity of the Aurora Dividend Income Trust (ARSN 151 947 732) (“ADIT” or “Fund”), announced ADIT’s intention to make an off-market scrip takeover bid (Bid) for all of the shares in 8IP Emerging Companies Limited (“8EC”). As a result of this Bid, Aurora would like to note the following temporary change to ADIT’s off-market redemption facilities.
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Aurora Dividend Income Trust announces off-market all scrip takeover bid for 8IP Emerging Companies Limited (ASX:8EC).
Read more here.
Aurora Funds Management Limited (Aurora), in its capacity as the responsible entity of the Aurora Absolute Return Fund (ABW or Fund), refers to the previous announcements on this subject that it made on 7, 8, 14 and 16 January 2019. Aurora advises that it has been informed by the Australian Securities and Investments Commission (ASIC) that ASIC has, contrary to the submissions made by Aurora, entered a change of the responsible entity of the Fund from Aurora to Primary Securities Ltd (Primary) in ASIC’s record of registration for the Fund.
This change in the record, however, does not determine the validity of the purported change of responsible entity. That will depend on the determination of the validity of the purported meeting of 15 January 2019 and the business transacted at that meeting.
Accordingly, in light of the confusion caused by Primary’s conduct, Aurora is in the process of preparing an application to the Court to determine the validity of the purported meeting of 15 January 2019 and the business transacted at that meeting. Aurora continues to maintain that the meeting was not properly called and held, and that the resolutions are of no legal effect. This position is not affected in any way by the acts of ASIC in entering a change in responsible entity in its record of registration for the Fund. Accordingly, Aurora will not hand over the assets and records of the Fund to Primary unless the Court determines, contrary to Aurora’s views, in favour of the validity of the meeting and its resolutions.
The current lack clarity concerning the position of the responsible entity of the Fund will therefore continue until the matter is determined by the Court.
Aurora Funds Management Limited (Aurora), in its capacity as the responsible entity of the Aurora Absolute Return Fund (ABW or Fund), refers to the previous Announcements on this subject that it made on 7, 8 and 14 January 2019.
Further to those Announcements, Aurora informs the market and investors that, Aurora has received a letter from Primary Securities Limited (Primary) informing Aurora that at the purported meeting which Primary held yesterday in Canberra (Purported Meeting), proposed resolutions 1, 2 and 3 in the notice for the Purported Meeting (seeking to remove Aurora as responsible entity, appoint Primary in its place and make changes to the ABW Constitution) were passed. As previously announced, Aurora does not consider that the Purported Meeting was properly called. Accordingly, Aurora considers that the resolutions are invalid and of no effect.
Aurora has written to ASIC, informing ASIC of this position and requesting ASIC not to register the resolutions or the change in responsible entity or Constitution flowing from them.
Aurora’s position is that, as a trustee, it should not spend the Fund’s money establishing the validity or otherwise of resolutions which have been propounded by others. It is Aurora’s position that it is incumbent on Primary, as the proponent of the Purported Meeting, to establish the validity of the Purported Meeting and its business and to this end Aurora has invited Primary to commence appropriate Court proceedings to which Aurora would be a party.
Until the validity of these resolutions is established, Aurora does not propose to abandon the ABW unit holders by relinquishing the position as responsible entity to Primary or those standing behind Primary.
Aurora Funds Management Limited (Aurora), in its capacity as the responsible entity of the Aurora Absolute Return Fund (ABW or Fund), refers to its announcements on this subject that it made on 7 and 8 January 2019. Further to its announcements on this subject, Aurora informs the market and investors that, as at the time of this announcement, it has received no response from Primary Securities Limited (Primary) concerning the issues raised in our earlier announcements.
Notwithstanding this lack of response and Aurora’s concerns as to its validity, Aurora understands from the communications between Primary and Aurora’s registrar, that Primary still intends to hold this meeting.
Aurora has written to Primary advising them of Aurora’s continued concerns and requesting that, if Primary proposes to rely on these purported resolutions to take any further steps, it should seek court orders establishing the validity of the purported meeting and resolutions before taking those steps and reminding Primary that Aurora will be a necessary party to any such proceedings.
Accordingly, Aurora maintains its previous advice that members should not attend or take any action in relation to the purported meeting and that Aurora does not recognise the validity of the purported meeting and considers that it is not bound by any purported resolution or other business that may be taken at that purported meeting.
Aurora Funds Management Limited (Aurora), in its capacity as the responsible entity of the Aurora Absolute Return Fund (ABW or Fund), hereby announces that today it received in the post a Notice of Meeting and Explanatory Memorandum (Materials) from Primary Securities Limited (Primary) for a general meeting (Meeting) of unitholders to consider a number resolution’s in relation to the Fund, including:
1. Amendments to the Fund’s Constitution – Special Resolution;
2. Removal of Aurora as Responsible Entity – Ordinary Resolution;
3. Appointment of Primary as Responsible Entity – Ordinary Resolution; and
4. Winding up of the Fund – Extraordinary Resolution.
Aurora is currently reviewing the Meeting Materials, however it notes the following:
▪ The Materials refer to members holding more than 5% of ABW, however, the identity of those members has not been disclosed. Aurora is therefore unclear on who has called the Meeting and questions why the Materials omitted this important information; and
▪ Based on the Materials provided, the proposed date for the unitholder meeting, being 15 January 2019, does not appear to satisfy the notice period requirements for holding a unitholder meeting, in contravention of the Corporations Act.
The Board of Aurora is still considering the validity of the Meeting and Materials and will update the market shortly. In the meantime, Aurora recommends that unitholders take no action at this time.
On the 22 March 2018, Aurora Funds Management Limited (“Aurora”) as responsible entity of Aurora Absolute Return Fund (“ABW”) and Aurora Fortitude Absolute Return Fund (“AFARF” or “Master Fund”) announced an update regarding the redemption facility for the 31 March 2018 quarter and the 30 June 2018 quarter;
“The redemption ceiling for the combined redemptions for the 31 March 2018 quarter and the 30 June 2018 quarter will be 10% of the total FUM as at 30 June 2018.”
In order to facilitate the processing of redemption requests in circumstances where Aurora considers it undesirable to realise fund investments, Aurora may use its own funds to acquire units for which redemption requests have been received. Where it does so the units will not be cancelled but purchased by Aurora for a cash consideration equal to the applicable Redemption Price. Aurora’s capacity to proceed in this way is limited by both its financial resources and by the limitations on acquiring units in listed managed investment schemes set out in Chapter 6 of the Corporations Act.
The redemption requests are currently being processed by the share registry, with payment to follow.
Aurora confirms that ABW unitholders and Master Fund unitholders will receive approximately 39% of their outstanding redemption monies based on total redemptions as at 30 June 2018.