AOD scrip takeover bid for 8EC.asx

April 5th, 2019

Aurora Dividend Income Trust announces off-market all scrip takeover bid for 8IP Emerging Companies Limited (ASX:8EC).

Read more here.

ABW Purported General Meeting

January 29th, 2019

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.

Purported General Meeting – Update

January 16th, 2019

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.

ABW General Meeting Request Update

January 14th, 2019

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.

ABW General Meeting Request

January 8th, 2019

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.

Liquidity Update

January 7th, 2019

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.

Voting Results of the HHY Fund Unitholder Meeting

December 7th, 2018

Aurora Funds Management Limited (Aurora), in its capacity as responsible entity for the HHY Fund, hereby advises that the resolution proposed by Wilson Asset Management (International) Pty Ltd (WAMI) and its related entities, to wind up the HHY Fund, was not passed at today’s meeting of unitholders.

A total of 25,044,025 valid votes were received in support of the proposed resolution, representing 30.76% of total eligible votes of 81,403,538. As this was an extraordinary resolution, requiring more than 50% of total eligible votes in order to pass, the resolution failed.

Aurora would like to thank its loyal unitholders for their continued support.

September Distribution

October 25th, 2018

Aurora Funds Management Limited, announces that today it has advanced the necessary funds to its Registry for the 22 October 2018 distribution and expects the Registry to process and pay distributions immediately. The reason for late payment was due to an internal miscommunication regarding the final payment date. Aurora apologises for any inconvenience that this delay in distributions may have caused.

Appointment of Company Secretary

September 19th, 2018

Aurora Funds Management Limited, as Responsible Entity announces that Mr Adrian Tilley has been appointed to the role of Company Secretary.

Mr Tilley’s most recent role was Financial Controller and Company Secretary of St Martins Properties (Australia) Pty Ltd. Mr Tilley is a Chartered Accountant and holds a Bachelor of Commerce.

Molopo Energy – Withdrawal of Takeover Bid

August 10th, 2018

As foreshadowed in our market announcements of 18 July 2018 and 24 July 2018 on this subject, Aurora Funds Management Limited (Aurora), in its capacity as responsible entity for the Aurora Fortitude Absolute Return Fund (AFARF), makes this further announcement in respect of the off-market takeover bid by AFARF for shares in Molopo Energy Limited (Molopo).

The Announcements made by Molopo on 8 May 2018 disclosed a number of transactions which were in excess of the ‘no material transaction or series of transactions of more than $2 million’ defeating condition of AFARF’s bid, specifically:

▪ “On 30 January 2018, Orient redeemed all of the JV Partner’s shares in Orient for a redemption amount of USD$7 million (Orient Redemption), resulting in the shares of the JV Partner in Orient being cancelled and Orient becoming a wholly-owned subsidiary of Molopo”;

▪ “Following completion of the Orient Redemption, Molopo has sole funded the remaining amounts required by the Orient Project, in accordance with its current budget for the project, in an aggregate amount of USD$21 million (Orient Funding)”;

▪ “On 21 February 2018, Orient entered into a contribution agreement (Contribution Agreement) with Drawbridge Energy Holdings Ltd (Drawbridge Holdings) pursuant to which it agreed to (i) transfer its 100% interest in Orient FRC (US) LLC (Orient US), a wholly owned subsidiary of Orient; and (ii) assign Orient’s interest in the Orient Project to Orient US at completion, in consideration for a 30% interest in Drawbridge Holdings (Combination Transaction)”; and

▪ USD$21 million was funded by way of intercompany loan from Orient to Orient US. Following completion of the Combination Transaction on or about 7 March 2018, the loan from Orient to Orient US was extinguished.

Each of these transactions alone and in combination with the others trigger that defeating condition and, in Aurora’s opinion, has substantially and adversely affected the value of Molopo’s assets. Further, the Takeovers Panel has reviewed the conduct of the former directors of Molopo and found their actions to constitute unacceptable circumstances in relation to Molopo’s affairs.

In the recent Quarterly Activities Report released by Molopo on 1 August 2018, the new Molopo Board, who were elected at the Company’s Annual General Meeting on 31 May 2018, made the following comments:

“Following a detailed review of the Orient/Drawbridge Transactions, the current Directors of Molopo cannot see any logical or commercial reason for entering into these transactions.

The Transactions resulted in the Company’s cash reserves being depleted from A$66.2 million at 30 June 2017 to A$15 million as at 30 June 2018.

The Former Directors proceeded with these transactions without seeking shareholder approval, resulting in a breach of ASX Listing Rules, as well as breaching ASX continuous disclosure obligations and the Corporations Act.”

Aurora notes that Molopo has sought a review of the Orders made by the Takeovers Panel on 18 July 2018. Notwithstanding this development, Aurora has determined that it will not declare AFARF’s takeover bid free from its defeating conditions. The takeover bid will therefore expire on 20 August 2018, subject to triggered defeating conditions, so all contracts arising from acceptances of the takeover bid to date will automatically be rescinded and Aurora will deal with the acceptances and any accompanying documents so that all Molopo shareholders who have accepted the takeover bid will receive their shares back.

Aurora will provide a formal notice to Molopo and the ASX on Monday 13 August 2018, in relation to the status of defeating conditions, as required by the Corporations Act.

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