Future of the Company

23 August 2019

The Board announced on 4 June 2019 that, following a review of the options available, it concluded that it is in Shareholders’ best interests to put forward proposals for the reconstruction and members’ voluntary liquidation of the Company, through a scheme of reconstruction under section 110 of the Insolvency Act 1986 (the “Scheme”).

Under the Proposals, Shareholders (other than Restricted Shareholders) will be able to elect (in whole or in part and in accordance with their personal investment requirements) to:

  • Roll over their investment into Legg Mason IF Martin Currie Asia Unconstrained Fund, a sub-fund of Legg Mason Funds ICVC; and/or
  • Receive their entitlement upon the winding-up of the Company in cash.

Legg Mason IF Martin Currie Asia Long Term Unconstrained Fund is a new open-ended investment fund which will pursue the Martin Currie Asia Long-Term Unconstrained strategy. It is a sub-fund of Legg Mason Funds ICVC, being an open-ended investment company with variable capital incorporated in England and Wales and authorised by the FCA as an undertaking for collective investment in transferable securities (UCITS) with effect from 31 July 2003.

YOU SHOULD ONLY RETURN THE FORM OF ELECTION IF YOU WISH TO RECEIVE THE CASH OPTION IN RESPECT OF SOME OR ALL OF YOUR HOLDING OF ORDINARY SHARES AND YOU HOLD SUCH ORDINARY SHARES IN CERTIFICATED FORM.

If a Form of Election is not validly completed, this will result in the relevant Shareholder being deemed to have elected for the Default Option (being the option to receive ICVC Shares in Legg Mason IF Martin Currie Asia Unconstrained Fund, a sub-fund of Legg Mason Funds ICVC) in respect of their entire holding.

Restricted Shareholders will receive cash only.

The Proposals are subject to conditions as set out in the Crcular document, including without limitation, the approval of Shareholders of all the Resolutions to be proposed at the First General meeting and the Second General Meeting of the Company (or at any adjournments thereof).

By their nature, the Proposals are complex and, therefore, the Directors strongly advise that you seek independent financial advice before making an Election. Shareholders who are in any doubt as to the contents of the Circular document or as to the action to be taken should immediately seek their own personal financial advice from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000.

The information contained on this page is intended to be a summary only and is not intended to be exhaustive. Shareholders should not rely solely on this Circular information but should read the entire Circular which includes further details in relation to the Scheme and the options available to Shareholders.

Action to be taken by Shareholders

Shareholders who hold their Ordinary Shares in certificated form will have received two Forms of Proxy and a Form of Election*. The forms to be used can be identified by the colours set out below.

Shareholders (of certificated Ordinary Shares)
To vote on the Proposals:
Pink - coloured Form of Proxy in respect of the First General Meeting
Blue - coloured Form of Proxy in respect of the Second General Meeting

To make an Election for the Cash Option:
White - coloured Form of Election

*Restricted Shareholders will not receive a Form of Election, the ICVC Prospectus or the KIID however.

Full details of the actions to be taken by Shareholders are set out in the section headed “Action to be taken” in Part I of the Circular. As the Proposals are conditional on, among other things, Shareholder approval, Shareholders are requested to complete and return their Forms of Proxy in accordance with the instructions set out therein. Shareholders who are resident in, or citizens of, territories outside the United Kingdom should read the section headed “Overseas Shareholders” in Part I of the Circular.

Shareholders who hold their Ordinary Shares in uncertificated form (i.e. in CREST), may vote using the CREST electronic voting service in accordance with the procedure set out in the CREST Manual (please also refer to the accompanying notes for the notices of General Meetings set out at the end of the Circular). Shareholders who hold their Ordinary Shares in uncertificated form will not receive a Form of Election and should elect in accordance with the section entitled “Election – Shares held in CREST”, which can be found in Part I of the Circular.

All Elections will be irrevocable without the consent of the Directors.

YOU SHOULD ONLY RETURN THE FORM OF ELECTION IF YOU WISH TO RECEIVE THE CASH OPTION IN RESPECT OF SOME OR ALL OF YOUR HOLDING OF ORDINARY SHARES AND YOU HOLD SUCH ORDINARY SHARES IN CERTIFICATED FORM.

If a Form of Election is not validly completed, this will result in the relevant Shareholder being deemed to have elected for the Default Option (being the option to receive ICVC Shares) in respect of their entire holding.

Restricted Shareholders will not be sent a Form of Election and will receive cash under the Scheme in respect of their entire holding of Ordinary Shares.

Recipients of the Circular document who are the beneficial owners of Ordinary Shares held through a savings scheme or through an ISA should follow the instructions provided by the relevant plan manager or consult the plan manager or their professional adviser if no instructions have been provided.

Further updates:

4 June: Update on future of the company
8 July: Update on future of the company.
23 August: Publication of Circular.