EAI Transaction Overview

What is the transaction?

 

As announced on ASX on 24th February 2023, Ellerston Asian Investments Limited announced a proposed restructure of Shareholders' investments from Shares in the listed Company into units in a dual-structure exchange traded managed fund, Ellerston Asia Growth Fund (EAGF).   

It is proposed under the Transaction that the Shares held by each Shareholder (other than the Ellerston Shareholder) (the Exiting Shareholders) will be exchanged for new units in EAGF, pro rata to each Exiting Shareholder's shareholding in the Company.  EAGF will list on the AQUA Market as a dual-structure ETMF. Shareholders who receive EAGF Units will be able to trade EAGF Units on ASX on and from the Implementation Date (alternatively, Shareholders may redeem their EAGF Units by application to the Responsible Entity) and the Company will be delisted from ASX. 

Further details of the Transaction are set out in the Shareholder Booklet.

Why is the Board proposing the Transaction?

 

EAI has had a persistent discount to NTA and limited liquidity due to the inherent structure of listed investment companies.  The Board's main objective is to reduce the discount to the value of the Company's net tangible assets. A key way to achieve this is by improving liquidity through a mechanism that can access the liquidity of the Manager's portfolio more directly. In the past, the Board has implemented strategies to inform market participants of the Company's net tangible assets value however the Company, like most other listed investment companies, continues to trade at an undesirable discount to net tangible assets. 

As the purpose of the transaction is to provide liquidity to EAI’s current shareholder base, the proposed dual access structure provides optionality to shareholders who can transact on or off market to suit their needs at or closer to NTA.  Shareholder optionality to redeem at NTA is enhanced under the dual access structure because it allows the investor an element of choice in the costs ( both direct and indirect) payable in transacting on market via brokerage or by paying a buy/sell spread at the registry. Subject to market conditions at the time of redemption, either the AQUA or registry options to redeem may be pursued resulting in a more cost effective solution to access liquidity in their investment.

What are EAI shareholders being asked to consider?

 

Directors recommend that Shareholders should vote in favour of the Resolutions to enable the restructure of EAI into a dual-listed ETMF.   

The Directors believe that the Transaction, designed to achieve a merger with EAGF which will re-list as a dual-structure ETMF, is in the best interests of Shareholders. The Independent Expert has opined that the Transaction is fair and reasonable to, and therefore in the best interests of, Shareholders. The Directors have formed this view in the absence of a Superior Proposal and subject to the Independent Expert not changing its conclusion or withdrawing its report prior to 8.00am on the Effective Date.   

Approval for the Transaction is being sought at the General and Special meetings of the Company's Shareholders to be held on: 

Thursday, 18 May 2023 at 10:00 am (Sydney time) 

Sheraton Grand, Sydney Hyde Park 

(Phillip Room on Level 2, 161 Elizabeth St, Sydney NSW 2000)

 

Indicative Dates and Times

A) General and Special Meetings to approve the Resolutions

Thursday, 18 May 2023 at 10:00 am (Sydney time)

Sheraton Grand Sydney Hyde Park (Phillip Room on Level 2, 161 Elizabeth St, Sydney NSW 2000)


B) In Specie Distribution is announced. Last day for Share trading cum In Specie Distribution 

(The date used to value your holding for the purpose of conversion)

Tuesday, 23 May 2023


C) Suspension of Shares from trading on ASX

Thursday, 25 May 2023


D) Ex date for In Specie Distribution 

Friday, 26 May 2023 


E) Record Date for In Specie Distribution

Monday, 29 May 2023 


F) Implementation Date 

Wednesday, 31 May 2023


G) Commencement of trading of EAGF Units

Thursday, 8 June 2023


Frequently Asked Questions

The information contained on this website is not a complete overview of the transaction.
Shareholders are encouraged to read the Shareholder Booklet before voting.

Important Contacts

For any further enquiries please contact Ellerston Shareholder Information Line (managed by Morrow Sodali) on 1300 150 530 (within Australia) or +61 2 9066 4054 (outside Australia), Monday to Friday between 9:00am and 5:00pm (Sydney time) other than public holidays in Sydney, Australia. Alternatively please email ellerston@investor.morrowsodali.com