Corporate Overview
Capital Structure
| Issued share capital | £ |
|---|---|
| 27,795,841 Ordinary shares of 10 pence each | 2,779,584 |
In conformity with the Provisions of the Financial Services Authority's Disclosure and Transparency Rules, the Company’s share capital consists of 27,795,841 Ordinary shares of 10p each with voting rights.
All rights to subscription shares have now lapsed following the Annual General Meeting held on 25 April 2012.
Voting rights
Ordinary shareholders have unrestricted voting rights at all general meetings of the Company.
Investment Manager
Sloane Robinson* was founded in 1993 and manages assets in a variety of long/short products primarily in the Emerging, Pacific and European equity markets.
“The identification of investible themes drives the detailed micro analysis of companies that ultimately form their investment exposures. All portfolios are constructed from this bottom-up perspective with asset allocation being a residual function of the overall stock selection process. Where considered appropriate, portfolios may be enhanced with index and currency overlays for hedging and investment purposes.
They place a high degree of emphasis on fundamental research, focusing on companies that either have or are likely to achieve a sustainable return on invested capital in excess of their cost of capital. A key feature of their investment process is the emphasis placed upon continual risk monitoring across all portfolios, thus taking full advantage of investment opportunities as they arise, whilst identifying areas of potential problems.
*Sloane Robinson LLP “Sloane Robinson” is a limited liability partnership established in 2004. Its predecessor, Sloane Robinson Investment Services Limited (formerly Sloane Robinson Investment Management Limited) was established in England in 1993.
Directors & Advisors
M R Riley (Chairman)
Martin Riley is a director of Temple Bar Investment Trust PLC and a number of private investment companies. He is a former director of Guinness Mahon and Company Limited, Henderson Crosthwaite Limited and Barlows PLC.
I C S Barby
Ian Barby practiced as a Barrister before joining Warburg Investment Management Ltd in 1985, subsequently becoming a vice chairman of Mercury Asset Management plc and latterly, until 2003, a managing director of Merrill Lynch Investment Managers. He is currently chairman of Invesco Perpetual UK Smaller Companies Investment Trust plc and of Ecofin Water and Power Opportunities plc, as well as being a director of Merrill Lynch World Mining Trust plc, Schroder Income and Growth Fund plc and Pantheon International Participations plc.
D S Boyle
David Boyle is a former non-executive director of HBOS General Insurance Services Ltd. He has previous experience of managing businesses in Europe, firstly as chairman of SmithKline Beecham Consumer Brands Europe and then as a director of BUPA responsible for its international development.
T W N Guinness
Timothy Guinness was a co-founder of Guinness Flight Global Asset Management. He is currently chairman of Guinness Atkinson Asset Management and Guinness Asset Management, specialist equity fund management companies, and is also chairman of Atlantis Japan Growth Fund Limited and a director of Investec High Income Trust PLC and Quayle Munro PLC.
H P Sloane
Hugh Sloane is a founder and chief executive of Sloane Robinson LLP. He is a former director of GT Management PLC.
Investment Manager
Sloane Robinson LLP
20 St Dunstan's Hill
London EC3R 8ND
Tel: (0)20 7929 2771
Secretary and Registered Office
Capita Sinclair Henderson Limited
Beaufort House, 51 New North Road
Exeter EX4 4EP
Tel: (0)1392 412122
Registrars
Computershare Investor Services PLC
The Pavillions
Bridgewater Road
Bristol BS13 8AE
Tel: (0)870 702 0010
Registered Auditors
Grant Thornton UK LLP
30 Finsbury Square
London EC2P 2YU
Sponsor & Stockbrokers
JPMorgan Cazenove Limited
20 Moorgate
London EC2R 6DA
Tel: +44 (0)20 7588 2828
Custodian
Morgan Stanley & Co. International plc
25 Cabot Square, Canary Wharf
London E14 4QA
Company Number: 04223875
Life of the Company
At the first EGM of the Company, held on 25 April 2012, the scheme for the reconstruction and winding up of the Company, details of which are contained with the circular, was approved by shareholders.
Status of the Company
The Company was incorporated and registered in England and Wales on 29 May 2001 as a public limited company under the Companies Act 1985. The Company is an investment company within the meaning of Section 833 of the Companies Act 2006.
Management Fees
The Group's investments are managed by Sloane Robinson LLP under an agreement dated 15 March 2007.
The base investment management fee is 0.8% per annum of total assets less current liabilities and current period revenue, payable quarterly in arrears. The performance fee arranagement is set over a 5.25 year period. The performance fee is 15% of the amount by which the fully diluted NAV per Ordinary share at 29 June 2012 exceeds the NAV at 8 March 2007 increased by 5% per annum compound, multiplied by a maximum of the number of Ordinary shares in issue at 8 March 2007. The performance fee payable will be less than 4.8% of the net assets of the Company at the date of the calculation set for 29 June 2012.