Fund Updates

  • Dated 18/08/20 – Resignation of Joint Company Secretary and Change in Compliance Committee

Aurora Funds Management Limited (Aurora), in its capacity as responsible entity for the HHY Fund (HHY), the Aurora Property Buy-Write Income Trust (AUP), the Aurora Global Income Trust (AIB) and the Aurora Absolute Return Fund (ABW), provides the following update as a result of ASX enquiries:

Mr Briglia’s role as Chief Financial Officer and Joint Company Secretary ceased on 1 April 2020 which coincided with the COVID-19 national lockdown measures introduced by the Australian Federal Government in March 2020. Mr Briglia’s financial responsibilities have been absorbed by Aurora’s existing finance, compliance and operations team, and Mr Patton has assumed sole responsibility for the Company Secretarial function (having been appointed as a Company Secretary on 29 November 2017).

Mr Patton also replaced Mr Briglia as the internal member of Aurora’s Compliance Committee, with the other two independent members being Mr Anthony Hartnell AM and Mr Patrick
Burroughs.

This announcement was authorised for release by Aurora’s Managing Director.

  • Dated 29/06/20 – ADIT Bid Update

Aurora Funds Management Limited (Aurora), in its capacity as responsible entity for the Aurora Dividend Income Trust (ADIT), the HHY Fund (HHY) and the Aurora Fortitude Absolute Return Fund (AFARF), provides the following update in relation to the ADIT takeover bid for the ordinary shares in Keybridge Capital Limited (Keybridge) which closed on Monday, 6 April 2020.

Read more here.

  • Dated 07/04/20 – Close of Takeover Offer – Keybridge Capital (KBC)  

Aurora Funds Management Limited (Aurora), in its capacity as responsible entity of the Aurora Dividend Income Trust (ADIT), advises that the offers made by ADIT under its off-market takeover bid for the ordinary shares in Keybridge Capital Limited (Keybridge) closed on Monday, 6 April 2020 pursuant to the terms of those offers.

ADIT received acceptances of 21.20% of the ordinary shares in Keybridge.

Aurora notes that Bentley Capital Limited, who accepted the ADIT offer, has made an application to the Takeovers Panel seeking to have its acceptance reversed.

This notice has been approved by the Board of Aurora.

  • Dated 30/03/20 – Second Supplementary Bidder’s Statement

This document is a supplementary bidder’s statement under section 641 of the Corporations Act 2001 (Cth). It is the second supplementary bidder’s statement (Second Supplementary Bidder’s Statement) issued by Aurora Funds Management Limited as responsible entity for the Aurora Dividend Income Trust (ARSN 151 947 732) (ADIT) in relation to its off-market takeover bid for the ordinary shares in Keybridge Capital Limited that ADIT does not already own. This Second Supplementary Bidder’s Statement supplements, and should be read together with, ADIT’s bidder’s statement dated 7 February 2020 (Original Bidder’s Statement) and ADIT’s First Supplementary Bidder’s Statement dated 5 March 2020. This Second Supplementary Bidder’s Statement prevails to the extent of any inconsistency with the Original Bidder’s Statement and First Supplementary Bidder’s Statement. Terms defined in the Original Bidder’s Statement and First Supplementary Bidder’s Statement have the same meaning in this Second Supplementary Bidders Statement. A copy of this Second Supplementary Bidder’s Statement was lodged with ASIC on 30 March 2020. Neither ASIC nor any of its officers takes any responsibility for the content of this Second Supplementary Bidder’s Statement.

Read more here.

  • Dated 24/03/20 – ADIT Takeover Bid for the ordinary shares in Keybridge Capital Limited

Aurora Funds Management Limited (ACN 092 626 885), as responsible entity for Aurora Dividend Income Trust (ARSN 151 947 732) (ADIT), refers to the off-market takeover bid for the fully paid ordinary shares in Keybridge Capital Limited (ACN 088 267 190) (KBC).

ADIT’s Supplementary Bidders Statement, dated 5 March 2020, detailed its improved cash consideration of 7.0 cents for each fully paid ordinary share (Improved Bid), which which was subject to Keybridge shareholders being granted the ability to withdraw their acceptances (Withdrawal Condition) from the WAM Active bid.

On 13 March 2020, Aurora announced that ADIT had freed its bid of all defeating conditions which included the Withdrawal Condition. As such, ADIT’s takeover bid for KBC is 7.0 cents per share.

  • Dated 14/03/20 – HHY Fund to cancel Entitlement Offer  

Aurora Funds Management Limited (Aurora), in its capacity as Responsible Entity for the HHY Fund (Fund or HHY), provides the following update in relation to its Entitlement Offer originally announced on 25 February 2020.

Cancellation of Entitlement Offer

Considering the recent heightened global market volatility, Aurora has decided that it is in the best interests of unitholders to cancel the Entitlement Offer and refund all amounts to unitholders who participated in the capital raising. All application monies received under the Entitlement Offer will now be refunded in full without interest, pursuant to the terms set out in the Entitlement Offer booklet, with refund transfers commencing from Wednesday, 18 March 2020.

  • Dated 13/03/20 – Notice of status of defeating conditions  

Aurora Funds Management Limited (ACN 092 626 885), as responsible entity for Aurora Dividend Income Trust (ARSN 151 947 732), refers to the off-market takeover bid for the fully paid ordinary shares in Keybridge Capital Limited (ACN 088 267 190) (KBC), for the improved cash consideration of 7.0 cents for each fully paid ordinary share (Bid).

In accordance with section 650F(3)(a) of the Corporations Act 2001(Cth) (Act), we enclose a notice under section 650F(1) of the Act in relation to freeing the Bid of defeating conditions.

  • Dated 10/03/20 – Off-Market Takeover Bid for Keybridge Capital Limited (ASX: KBC)

Aurora Funds Management Limited (Aurora), as responsible entity for the Aurora Dividend Income Trust (ADIT) in accordance with section 633(1) item 8 of the Corporations Act 2001 (Cth), gives notice that on 6 March 2020, it dispatched its Bidder’s Statement dated 7 February 2020 and Supplementary Bidder’s Statement dated 5 March 2020 in relation to its takeover bid for all of the ordinary shares in Keybridge Capital Limited (ACN 088 267 190) (Keybridge) (Bid).

The Bid is open for acceptance and ADIT encourages Keybridge shareholders to accept the Bid as soon as possible, noting however that the Bid currently remains conditional.

The Bid is currently scheduled to close at 7.00pm (AEST) on 6 April 2020, unless extended or withdrawn.

The release of the Bidder’s Statement and this announcement is authorised by the Board of Aurora.

  • Dated 06/03/20 – Aurora Dividend Income Trust – Keybridge Capital Limited (ASX: KBC) Bidders Statement UPDATED

Aurora Funds Management Limited as responsible entity for the Aurora Dividend Income Trust (ADIT) is offering to acquire all of your fully paid ordinary shares in Keybridge Capital Limited (ASX: KBC) issued on or before 10 February 2020, through the Bid contained in this Bidder’s Statement.

Read the Bidders Statement here.

  • Dated 05/03/20 – Aurora Dividend Income Trust – Keybridge Capital Limited (ASX: KBC) Supplementary Bidders Statement

Aurora Funds Management Limited as responsible entity for the Aurora Dividend Income Trust (ADIT) is offering to acquire all of your fully paid ordinary shares in Keybridge Capital Limited (ASX: KBC) issued on or before 10 February 2020, through the Bid contained in this Bidder’s Statement.

Read the Bidders Statement here.

  • Dated 03/03/20 – Results of Institutional Entitlement Offer

Aurora Funds Management Limited (Aurora), in its capacity as Responsible Entity for the HHY Fund (Fund or ASX: HHY), announces the closure of its Institutional Entitlement Offer to raise up to $3.25 million (‘Entitlement Offer’) originally announced 25 February 2020 and updated announcement dated 28 February 2020. The Entitlement Offer originally comprised of an institutional component (Institutional Entitlement Offer) and a retail component (Retail Entitlement Offer). No funds were raised under the Institutional Entitlement Offer, which is now closed. All HHY unitholders will be able to participate in accordance with the same timetable as the Retail Entitlement Offer.

Read more here.

  • Dated 03/03/20 – Aurora Dividend Income Trust – Keybridge Capital Limited (ASX: KBC) Takeover Bid Update

Aurora Funds Management Limited (Aurora), as responsible entity for the Aurora Dividend Income Trust (ARSN 151 947 732) (ADIT or Fund), announces that it proposes, if certain conditions (as set out below) are satisfied, to vary its off-market takeover bid for the fully paid ordinary shares in Keybridge Capital Limited (ACN 088 267 190) (KBC)1 , by increasing the cash consideration offered from 6.6 cents (Initial Bid) to 7.0 cents for each fully paid ordinary share (Improved Bid).

Conditional Increase in ADIT’s Bid consideration

ADIT’s Initial Bid is 6.6 cents cash per KBC share. However, ADIT will increase its bid to 7.0 cents cash per KBC share on the condition that Target shareholders are able to withdraw their acceptances from the WAM Active takeover offer dated 3 January 2020. All other conditions in the Initial Bid, as announced on 8 January 2020, remain the same.

ADIT is planning to release its Bidder’s Statement shortly.

  • Dated 28/02/20 – HHY Amendment of Entitlement Offer dated 25 February 2020   

Aurora Funds Management Limited, in its capacity as responsible entity for the HHY Fund (Fund or ASX: HHY), announces the following variations to HHY’s Entitlement Offer announced to the ASX on 25 February 2020.

In order to ensure all institutional holders may participate in the Entitlement Offer in full, HHY has varied the offer terms as follows: • the closing date of the Institutional Entitlement Offer has been extended to 7.00pm AEST on Monday, 2 March 2020; • the Record Date has been extended to 7.00pm AEST on Tuesday, 3 March 2020; and • to require the appointment of a nominee to acquire New Units that Ineligible Unitholders would have been entitled to acquire, had they been eligible to participate in the Entitlement Offer.

As a result of the above changes, the Retail Entitlement Offer will open on 5 March 2020 and close on 16 March 2020.

As at the time of this announcement, no acceptances have been received to the Institutional Offer (as defined in the Entitlement Offer). However HHY has received indications that at least one institutional holder intends to participate in the offer and in the shortfall offer, to the maximum extent permitted by law.

Under the terms of the Entitlement Offer, certain Unitholders in the HHY Fund were ineligible to participate in the Entitlement Offer. So far as HHY is aware, there is only one such unitholder, a retail unitholder (with less than 10,000 units), who is ineligible. As a result, HHY originally concluded that the costs of the nominee arrangement described below was not justified. However, to ensure that unitholders participating in the Entitlement Offer have the benefit of the exemption described at item 10 of the table set out under section 611 of the Corporations Act, HHY will issue units that would otherwise have been issued to Ineligible Unitholder(s) to a nominee, which will exercise its discretion in selling those New Units. The net proceeds of the sale (if any) will, at the conclusion of the sale process, be distributed to the Ineligible Unitholder(s) in proportion to their unitholding at the Record Date.

These variations are made in accordance with section 5.8 of the original Entitlement Offer. The amended terms of the Entitlement Offer are reflected in the amended Entitlement Offer booklet set out in Annexure A, with the updated terms (including some typographical corrections) shown in marked-up form.

  • Dated 28/02/20 – Request for Voluntary Suspension   

Pursuant to Listing Rule 17.2, Aurora Funds Management Limited (Aurora) as the responsible entity of HHY Fund (ARSN 112 579 129) (ASX: HHY) (HHY), requests that a voluntary suspension be extended by the Australian Securities Exchange with respect to its securities pending completion of the proposed capital raising referred to in the trading halt lodged on Tuesday 25 February 2020.

The voluntary suspension is requested until the earlier of the provision of an announcement to ASX on completion of the capital raising or prior to the commencement of trading on Tuesday, 3 March 2020.

Aurora is not aware of any reason why the voluntary suspension should not be granted.

  • Dated 25/02/20 – Entitlement Offer   

The attached Offer Booklet will be mailed to eligible unitholders in relation to the retail component of HHY’s accelerated non-renounceable pro-rata 1 for 1 entitlement offer announced on 25 February 2020.

Retail Entitlement Offer Booket

  • Dated 25/02/20 – HHY Fund – Trading Halt   

In accordance with the requirements of LR17.1, Aurora Funds Management Limited (Aurora) as the responsible entity of HHY Fund (ARSN 112 579 129) (HHY), requests the trading halt
of HHY units for two business days.

The reason that Aurora requests the trading halt is to allow for HHY to conduct an “accelerated non-renounceable entitlement offer”. This offer invites unitholders to participate in a 1-for-1 pro-rata accelerated non-renounceable entitlement offer of new fully paid ordinary units in HHY (New Units) at an offer price of $0.04 (Offer Price) per New Unit to raise approximately $3.25 million (Entitlement Offer). The Entitlement Offer comprises an institutional component (Institutional Entitlement Offer) and a retail component (Retail Entitlement Offer), to be announced on 25
February 2020.

The trading halt is requested to commence on 25 February 2020, until the earlier of Aurora making an announcement to ASX concerning the above matters and the commencement of trading on 27 February 2020.

Aurora is not aware of any reason why the trading halt should not be granted.

The Entitlement Offer Booklet will also be made available to ASX as and when required.

  • Dated 08/01/20 – Appointment of New Chief Financial Officer and Company Secretary   

Aurora Funds Management Limited, as Responsible Entity the HHY Fund announces that Mr Adrian Tilley has resigned as Chief Financial Officer and Company Secretary to take up a role in his family business in his regional hometown of South Gippsland, Victoria. The Board acknowledges the substantial contribution made by Mr Tilley during his tenure with Aurora and sincerely wishes him all the very best in his future endeavours.

Aurora is pleased to announce that Mr Mark Briglia has been appointed to the role of Chief Financial Officer and Company Secretary. Mr Briglia’s most recent role was as Chief Financial Officer and Group Manager, Australian Energy Market Operator. Mr Briglia has deep industry experience across a number of sectors at the executive level both in Australia and internationally. In addition, he is a Certified Practicing Accountant and holds a Master of Business Administration and a Bachelor of Commerce (University of Melbourne).

Mark will also replace Adrian Tilley as the internal member of Aurora’s Compliance Committee.

  • Dated 20/12/2019 – On Market Buy Back

Aurora Funds Management Limited (Aurora) as responsible entity for the HHY Fund (HHY) announces its intention to commence an on-market buy-back for up to 10% of HHY’s issued capital or approximately 8.1 million units over up to the next 12 months.

The objective of the buy-back is capital management and units will be bought-back when the HHY share price trades at a significant discount to its underlying NTA value.

The Board of HHY consider that the buy-back program is in the interests of all exisiting unitholders.

The buy-back will be funded from HHY’s exisiting cash balances.

An Appendix 3C in respect of the on-market buy-back has been lodged.

  • Dated 19/07/2019 – Termination of Investment Management Agreement with Keybridge Capital Limited

Aurora Funds Management Limited (“Aurora”), in its capacity as responsible entity of HHY Fund (“HHY” or “Fund”) refers to its 11 July 2019 announcement of the termination of its Investment Management Agreement with Keybridge Capital Limited dated 30 June 2016 (“Investment Management Agreement”).

The notice period of 5 Business Days under the Investment Management Agreement has now elapsed, and Keybridge Capital Limited is no longer the investment manager of HHY.

  • Dated 11/07/2019 – Termination of Investment Management Agreement with Keybridge Capital Limited

Aurora Funds Management Limited (“Aurora”), in its capacity as responsible entity of HHY Fund (“HHY or Fund”), has today notified Keybridge Capital Limited, providing 5 Business Days’ notice, of the termination of its Investment Management Agreement dated 30 June 2016, in relation to HHY.  Aurora, as responsible entity, will assume the investment management responsibilities and duties for the Fund.  Aurora will not charge a management fee, resulting in a reduction in expenses for the Fund.

  • Dated 21/12/2018 – On Market Buy Back

Aurora Funds Management Limited (Aurora) as responsible entity for the HHY Fund (HHY) announces its intention to commence an on-market buy-back for up to 10% of HHY’s issued capital or approximately 8.1 million units over up to the next 12 months.

The objective of the buy-back is capital management and units will be bought-back when the HHY share price trades at a significant discount to its underlying NTA value.

The Board of HHY consider that the buy-back program is in the interests of all exisiting unitholders.

The buy-back will be funded from HHY’s exisiting cash balances.

An Appendix 3C in respect of the on-market buy-back has been lodged.

  • Dated 06/12/2018 – Voting Results of the HHY Fund Unitholder Meeting

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.

  • Dated 20/10/2017 – Units to be Issued AIB to HHY Fund Unitholders

Further to the announcement lodged on 16 October 2017, the Bid by AIB for units in HHY closed at 7:00pm (Melbourne time) on 13 October 2017.

Under the terms of the Bid contained in the 18 November 2016 Bidder’s Statement (“Bidder’s Statement”), the number of AIB units issued is calculated based on the respective Net Asset Values (“NAVs”) of HHY and AIB on the 20th of the month prior to the closing date (i.e. 20 September 2017).

Based on the NAVs on 20 September 2017 and the terms of the Bidder’s Statement, each HHY unitholder that accepted the Bid will be issued 0.2028233 AIB Units1 for each HHY unit.

Accepting HHY unitholders should note that the final price for AIB on 30 September 2017 was $0.6160 (exDistribution) per unit. Daily estimated NTA announcements are made by AIB on the ASX for unitholder’s information.

1.  If the total number of units calculated to be issued to you results in proportion of a unit, then that unit will be rounded to the nearest whole number in accordance with AIB’s constitution.

  • Dated 26/04/2017 – Appointment of Chief Operating Officer

Aurora Funds Management Limited is pleased to announce it has expanded its management team with the appointment of Mr Ben Norman to the role of Chief Operating Officer, effective 26 April 2017.

Ben is a qualified Chartered Accountant, with over 16 years of professional and industry experience. Prior to joining Aurora, Ben was a Director in Ernst & Young’s Transaction Advisory Services division, where he spent over 9 years working on numerous due diligence, performance improvement, restructuring, turnaround, financial modelling and transaction integration engagements with clients in all industry sectors. While working with Ernst & Young, Ben also performed extended secondments with global financier GE Capital in a senior risk and compliance role and with ASX listed Origin Energy Limited as a finance manager in Origin’s upstream business.

Prior to joining Ernst & Young, Ben held a senior finance position with gas transmission business Epic Energy (which was owned by the ASX listed Hastings Diversified Utilities Fund, backed by Westpac Banking Corporation) where he was responsible for overall financial control and compliance.

Managing Director, John Patton, commented, “we are delighted to have secured the services of a very senior and experienced industry professional to Aurora’s management team. Ben Norman’s extensive professional and industry experience will be a valuable addition to Aurora’s capabilities”.

Operational Update

In light of the changes that have taken place within the business, Aurora has decided to update and refresh its Product Disclosure Statement (PDS). Pending this review being finalized, Aurora has withdrawn its PDS for new retail applications, however all existing terms will continue to apply save as varied in accordance with the terms of the PDS. Upon the lodgment of an updated PDS, the fund will then accept applications from new retail investors.

  • Dated 09/12/2016 – Voting Results of the HHY Fund Unitholder Meeting

Aurora Funds Management Limited (Aurora) is pleased to announce the outcome of the meeting held on 6th December 2016, which was subsequently adjourned to 9 December 2016, whereby investors opposed all of the resolutions proposed by Wilson Asset Management (Wilson). Accordingly, Aurora will continue to act as the Responsible Entity (RE) of the HHY Fund (HHY).

The meeting had been adjourned due to a challenge by Wilson against the legal validity of online voting. After considering the matter, the independent Chairman determined to accept the online votes. Details of the resolutions and the proxies received in respect of each resolution considered at the Meeting are set out in the attached proxy summary.

  • Dated 29/09/2016 – Chairman’s Address

In accordance with Listing Rule 3.13.3, attached is the prepared address to be given by the Chairman of the General Meeting of HHY Fund Unitholders to be held at 11am today. Read more here.

  • Dated 27/09/2016 – Chairman Notification

John Malon, principal of Hive Legal, has been appointed by Aurora as Chairman of the Meeting for the HHY Fund meeting to be held on Thursday 29 September 2016

  • Dated 15/09/2016 – Explanatory Memorandum

This Explanatory Memorandum has been issued by Aurora Funds Management Limited (ACN 092 626 885) (Aurora), as responsible entity of the HHY Fund (ARSN 112 579 129) (HHY), in relation to a meeting called by Wilson Asset Management (International) Pty Limited and its related entities (WAME) pursuant to section 252B of
the Corporations Act to consider resolutions concerning the winding up of HHY and the removal of Aurora as the responsible entity of HHY.

The directors of the Responsible Entity unanimously recommend that
you vote AGAINST all of the resolutions

Read more here.

  • Dated 25/08/2016 – Notice of Meeting

Aurora recommends HHY Unit Holders take no action in respect of the Meeting prior to receiving the Explanatory Memorandum, which will be posted to the registered address of each HHY Unit Holder and announced to the ASX.

Read more here.

  • Dated 3/3/2016 – Antares Energy Convertible Notes (ASX: AZZG)

Aurora Funds Management Limited (“Aurora”) as Responsible Entity and Investment Manager of the HHY Fund (“the Fund”) announces that as at 31 January 2016, the Fund held (and continues to hold) a position in Antares Energy Convertible Notes (ASX: AZZG). The size of the position at this date was 0.88% of the Net Tangible Assets
of the Fund.

The AZZG are currently suspended from trading and this notice is to advise HHY investors of our exposure to the notes. At less than 1% of NTA we believe this position is not material. We will continue to provide monthly NTA reports for the HHY Fund and additional information on any material investments in due course through ASX announcements.

  • Dated 20/7/2015 – Change in investment strategy

From 19 August 2015, the investment strategies will include the ability to invest in listed Australian and international equities, unlisted Australian and international securities, options, convertible securities, and other derivative securities.  Aurora may also reduce part of the equity market exposure by short selling securities, or using appropriate levels of interest rate or currency hedging to limit exposures to fluctuations in these markets without sacrificing long-term investment performance. The Fund may also use borrowings to increase its levels of investment into the enhanced investment strategy.

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