Nigeria International Debt Fund – Notice of Extraordinary General Meeting
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Meeting”) of Noteholders of the NIGERIA INTERNATIONAL DEBT FUND (the “Fund”) will be held on the 28th day of April, 2016 at Westwood Hotel, 22, Awolowo Road, Ikoyi, Lagos, Nigeria at 11.00 a.m.
It is proposed that the following Special Resolutions will be passed at the meeting;
1. That the Deed of Amendment and Restatement of the Trust Deed dated 12 October,2009 between Afrinvest Asset Management Limited (Fund Manager to the Fund) and UBA Trustees Limited be modified as follows:
a. Amending the definition of “New Investment Notes” in Clause 1 as follows:
“New Investment notes” means Notes of a par value of N100.00 (One Hundred Naira), subject to the approval of the Commission will be issued to existing Noteholders in substitution for their existing notes”.
* Please note that the above amendments implies a stock split by the reduction in the par value from the current N1,000.00 to the proposed N100.00. The rationale for the stock split is to reduce the minimum entry value which is currently at N1,000,000.00 to N100,000.00. This will in turn accommodate more prospective subscribers as well as reduce the concentration risk of the Fund.
b. Amending Clause 14.2 (Asset Allocation) as follows;
“The Fund’s total assets shall be invested as follows –
Bonds 60% – 90%
Money Market Instruments 0.5% – 40%
Cash Not more than 5%
Changes in the asset allocation may be recommended by the Fund Investment Committee in response to adverse market conditions PROVIDED that no change will be valid unless and until same is approved by the Trustees to the Fund and the SEC.”
c. Amending Clause 43.6.7 which gives the Trustees power to call general meetings. The clause which reads “organising the Annual General Meeting of the Fund” was amended such that it reads “call General meeting as may be required”.
d. Amending Clause 1.1 of Schedule 3 by deleting the words ‘annually” and “statutorily” from the requirements for calling General Meetings such that it reads “noteholders meeting shall be held as required”
2. That the 1st Amended and Restated Trust Deed to the Nigeria International Debt Fund incorporating the above changes and amending the Deed of Amendment and Restatement dated 12 October,2009 between Afrinvest Asset Management Limited and UBA Trustees Limited be approved.
**The Fund’s proposed 1st Amended and Restated Trust Deed to the Nigeria International Debt Fund is available for inspection at the registered office of the Fund Manager at 27 Gerrard Road, Ikoyi, Lagos, during normal business hours from the date of this notice until the date of the Meeting
A Noteholder is entitled to attend or may appoint any person (who need not be a Noteholder) as his proxy to vote for him at any Meeting. Every instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing or in the case of a corporation either under its common seal or under the hand of an officer or of an attorney duly authorised in writing and must be in the enclosed form or in such other form as the Manager may prescribe or accept. The completed Proxy Form which should bear a stamp should be deposited at the registered office of Afrinvest Asset Management Limited at 27 Gerrard Road, Ikoyi, Lagos not later than 48 hours prior to the time appointed for holding of the Meeting.
The 36th coupon was paid 3 February 2016 at N49.00 to Noteholders on the register of the NIDF as at 31st December 2015.
ELECTRONIC COMPLAINTS REGISTER
Please note that noteholders who have complaints should send their complaint electronically to firstname.lastname@example.org. This will enable the company handle complaints from noteholders’ in a timely, effective, fair and consistent manner.
CHANGE OF ADDRESS NOTIFICATION
Noteholders are requested to notify the company of any change in address and mobile numbers.