REG - Dolphin Capital Inv - Proposed Issue of New Shares to raise EUR75 m <Origin Href="QuoteRef">DOLC.L</Origin> - Part 3
16/07/2015 09:09
- Part 3: For the preceding part double click ID:nRSC0225Pb
obtained against the Company in the courts of England and Wales or those countries listed in the BVI Reciprocal Enforcement of Judgments Act (Cap. 65) 1991, for a definite sum, may be registered and enforced as a judgment of the BVI court if application is
made for registration of the judgment within twelve months or such longer period as the court may allow, and if the BVI court considers it just and convenient that the judgment be so enforced. Alternatively, the judgment may be treated as a cause of action
in itself so that no retrial of the issues would be necessary. In either case, it will be necessary that in respect of the foreign judgment: 1. the foreign court issuing the judgment had jurisdiction in the matter and the judgment debtor either submitted
to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;2. the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of
the Company;3. in obtained judgment there was no fraud on the part of the person in whose favour judgment was given, or on the part of the foreign court;4. recognition or enforcement of the judgment in the BVI would not be contrary to public policy;5.
the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and6. the judgment given by the foreign court is not the subject of an appeal. Any final and conclusive monetary judgment obtained against the Company in the
courts of all countries not covered by the BVI Reciprocal Enforcements of Judgements Act (Cap. 65) 1991 for a definite sum, may be treated by the courts of the BVI as a cause of action in itself so that no retrial of the issues would be necessary provided
that in respect of the foreign judgment: 1. the foreign court issuing the judgment had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served
with process;2. the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company;3. in obtaining judgment there was no fraud on the part of the person in whose favour judgment
was given or on the part of the court;4. recognition or enforcement of the judgment in the BVI would not be contrary to public policy; and5. the proceedings pursuant to which judgment was obtained were not contrary to natural justice.
(4) the identity of the AIFM, the Company's depositary, the auditor and any other service providers and a description of their duties and the investors' rights; AIFMThe Company has entered into an investment management agreement with DCP (the "IMA") under which DCP is responsible for the day-to-day management of the Company's investments in accordance with the Investing Policy and subject to the overall
supervision of the Directors. AdministratorGalileo Fund Services Limited has been appointed as administrator of the Company and as such is responsible for the maintenance of the books and financial accounts of the Company and the calculation of the NAV and
the Net Asset Value per Share. CustodianCapital International Limited has been appointed to provide custody services to the Company.Registrar Computershare Investor Services (Jersey) Limited provides registrar services to the Company in relation to the
transfer and settlement of Shares. AuditorKPMG LLC provides audit services to the Company. The annual report and accounts are prepared according to accounting standards laid out under International Financial Reporting Standards. Investors should note that
DCP is not required to ensure that the Company has appointed a "depositary" for the purposes of the AIFM Directive. Investors' Rights The Company is reliant on the performance of third party service providers, including the administrator, the custodian,
the auditors and the registrar. Without prejudice to any potential right of action in tort that a Shareholder may have to bring a claim against a service provider, each Shareholder's contractual relationship in respect of its investment in shares is with
the Company only. Accordingly, no Shareholder will have any contractual claim against any service provider with respect to such service provider's default. In the event that a Shareholder considers that it may have a claim against a third party service
provider in connection with such Shareholder's investment in the Company, such Shareholder should consult its own legal advisers.
(5) a description of how the AIFM complies with the requirements of Article 9(7) of the AIFM Directive; Article 9(7) of the AIFM Directive does not apply to the AIFM.
(6) a description of:(a) any management function delegated by the AIFM; The AIFM has not delegated any significant function and is responsible for the discretionary portfolio management and exercising the risk management function in respect of the Company.
(b) any safe-keeping function delegated by the depositary; N/a
(c) any conflicts of interest that may arise from such delegations; N/a
(7) a description of the Company's valuation procedure and of the pricing methodology for valuing assets, including the methods used in valuing any hard-to-value assets, in accordance with Article 19 of the AIFM Directive; Under current valuation guidelines adopted by the Company the valuation of assets is determined as follows:-· the value of investments made by the Company, whereby the future cashflows to be derived from these investments can be reasonably estimated,
will be based on the net present value of the expected future cash flows discounted using an appropriate market discount rate. The property valuers, currently Colliers International LLC and American Appraisal S.A., will determine the appropriate discount
rate on a case by case basis; · the value of the investments made by the Company whereby the future cashflows to be derived from these investments cannot be reasonably estimated will be based on the market value of the land owned by the project
company less any liabilities it may have; · the value of any cash in hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, cash dividends and interest declared or accrued as aforesaid and not yet received shall be
deemed to be the full amount thereof, unless in any case the Directors shall have determined that the same is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the Directors may
consider appropriate in such case to reflect the true value thereof; · any other assets and liabilities shall be valued at their respective fair values as determined in good faith by the Directors and in accordance with generally accepted valuation
principles and procedures; and · any value other than in Euros shall be translated at any officially set exchange rate or appropriate spot market rate as the Directors deem appropriate in the circumstances having regard, inter alia, to any premium or
discount which may be relevant and to costs of exchange. If the Directors consider that any of the above bases of valuation are inappropriate in any particular case or generally, they may adopt such other valuation or valuation procedure as they consider
is reasonable in the circumstances provided that such other valuation or valuation procedure has been approved by the Company's auditors. The Directors may delegate to DCP any of their discretions under the valuation guidelines.
(8) a description of the Company's liquidity risk management, including the redemption rights of investors in normal and exceptional circumstances, and the existing redemption arrangements with investors; The Company is a closed-end quoted investment company and, as such, Shareholders have no right to redeem their Shares.Liquidity risk is therefore the risk that investments held by the Company cannot be realised at a reasonable value sufficiently quickly to
meet the obligations of the Company as they fall due.
(9) a description of all fees, charges and expenses, and the maximum amounts directly or indirectly borne by investors; The annual running costs of the Company are approximately E11 million per annum excluding any non-recurring or extraordinary items as well as project costs and debt service.
(10) a description of how the Company ensures a fair treatment of investors; As a company whose Shares are admitted to trading on the AIM market of the London Stock Exchange plc, the Company is required to treat all Shareholders of a given class equally.
(11) whenever an investor obtains preferential treatment or the right to obtain preferential treatment, a description of:
(a) that preferential treatment; For a period until 25 February 2016, each Shareholder holding 7.5 per cent. or more of the Company's issued Shares shall be entitled to appoint an observer to the Board of Directors.Third Point is entitled to appoint one Director to the Board of the
Company for as long as it retains an interest of not less than 15 per cent. of the Company's total issued share capital.
(b) the type of investors who obtain such preferential treatment; and See above.
(c) where relevant, their legal or economic links with the Company; See above.
(12) the procedure and conditions for the issue and sale of units or shares; The Shares are admitted to trading on AIM. Accordingly, the Shares may be purchased and sold on the London Stock Exchange plc.New Shares may be issued at the discretion of the Directors. The Company may also buy back Shares, however, any such buy back is
at the absolute discretion of the Directors and no expectation or reliance should be placed on the Directors exercising such discretion.
(13) the latest net asset value of the Company or the latest market price of the unit or share of the Company, in accordance with Article 19 of the AIFM Directive; The total group audited Net Asset Value as at 31 December 2014 was E644 million and E557 million before and after deferred income tax liabilities ("DITL") respectively.The sterling Net Asset Value per Share as at 31 December 2014 was 78p before DITL and
68p after DITL.
(14) the latest annual report, in line with Article 22 of the AIFM Directive; The Company has not yet published an annual report in line with Article 22 of the AIFM Directive. When published, annual reports can be found on the Company's website: http://www.dolphinci.com.
(15) where available, the historical performance of the Company; The Company's annual and interim financial statements can be found on the Company's website: http://www.dolphinci.com.
(16)(a) the identity of the prime brokerage firm; N/a
(b) a description of any material arrangements of the Company with its prime brokerage firm and the way any conflicts of interest are managed; N/a
(c) the provision in the contract with the depositary on the possibility of transfer and reuse of Company assets; and N/a
(d) information about any transfer of liability to the prime brokerage firm that may exist; and N/a
(17) a description of how and when the information required under paragraphs 4 and 5 of Article 23 of the AIFM Directive will be disclosed. In order to meet the requirements of paragraphs 4 and 5 of Article 23 of the AIFM Directive, the Company intends to disclose annually in the Company's annual report:(1) the percentage of the Company's assets that are subject to special arrangements arising
from their illiquid nature if applicable;(2) any new arrangements for managing the liquidity of the Company; and(3) the current risk profile of the Company and the risk management systems employed by the AIFM to manage those risks.Information will also be
provided to investors regarding any changes to:(a) the maximum level of leverage that the AIFM may employ on behalf of the Company;(b) any right of reuse of collateral or any guarantee granted under the leveraging arrangement; and(c) the total amount of
leverage employed by the Company.
N/a
(d) information about any transfer of liability to the prime brokerage firm
that may exist; and
N/a
(17) a description of how and when the information required under paragraphs 4
and 5 of Article 23 of the AIFM Directive will be disclosed.
In order to meet the requirements of paragraphs 4 and 5 of Article 23 of the
AIFM Directive, the Company intends to disclose annually in the Company's
annual report:(1) the percentage of the Company's assets that are subject to
special arrangements arising from their illiquid nature if applicable;(2) any
new arrangements for managing the liquidity of the Company; and(3) the current
risk profile of the Company and the risk management systems employed by the
AIFM to manage those risks.Information will also be provided to investors
regarding any changes to:(a) the maximum level of leverage that the AIFM may
employ on behalf of the Company;(b) any right of reuse of collateral or any
guarantee granted under the leveraging arrangement; and(c) the total amount of
leverage employed by the Company.
APPENDIX 3
SUMMARY OF THE TERMS OF THE SHARE INCENTIVE PLAN
Share Awards to the Investment Manager
Under the Share Incentive Plan, the Company will, subject to the Written
Resolution becoming effective, grant two nil-cost share option awards to the
Investment Manager (the "DCPAwards") as follows:
Number of Shares to which the DCP Award relates
DCP Award 1: Such number of Shares as equals 3.5 per cent. of the Shares in issue following Admission; and
DCP Award 2: Such number of Shares as equals 2.5 per cent. of the Shares in issue following Admission.
The full vesting of the DCP Awards is subject to the satisfaction of both
performance vesting targets and time vesting conditions.
Performance targets
The vesting of the DCP Awards is conditional on the average closing price of
the Shares (as derived from Bloomberg) trading at or above the relevant target
share price set out below (the "Target Share Price") for a continuous period
of 30 Trading Days (the "Performance Targets"). The Target Share Price may be
adjusted pursuant to the rules of the Share Incentive Plan (the "Rules") from
time to time.
DCP Award 1 will performance vest as follows:
Target Share Price Vesting percentage of the Shares subject to DCP Award 1
35p 1/4
40p 1/4
45p 1/4
50p 1/4
DCP Award 2 will performance vest as follows:
Target Share Price Vesting percentage of the Shares subject to DCP Award 2
60p 1/3
70p 1/3
80p 1/3
If the Performance Targets have not been satisfied in full or in part by the
fifth year from grant (or earlier if relevant under the Rules), then the DCP
Awards shall not vest.
Reduction in the DCP Awards
If at any time, as reasonably determined by the Board, the Company fails to
meet the annual Board approved net operating income budget for the Company for
two consecutive financial years any unvested Shares available under the DCP
Awards will be reduced as follows:
Shortfall against net operating income budget DCP Award reduction
Equal to or in excess of 10 per cent. but lower than 20 per cent. Such number of Shares as shall equal 20 per cent. of the annual management fee under the Investment Management Agreement divided by the Issue Price
Equal to or in excess of 20 per cent. Such number of Shares as shall equal 30 per cent. of the annual management fee under the Investment Management Agreement divided by the Issue Price
Where the Board has expressly instructed the incurring of additional costs not
covered by the Company's annual budget, the Board, acting reasonably, shall
make such adjustments to the net income operating budget to ensure that DCP's
entitlement to the DCP Awards is not unduly prejudiced by the incurring of
such additional costs.
Where a DCP Award has been reduced, as set out above, the DCP Award may be
increased in a subsequent year where the aggregate monetary outperformance
achieved by the Company against its net operating income budgets in prior
years is at least equal to, or in excess of, the aggregate shortfall which
triggered the reduction.
Vesting dates
Subject to satisfaction of the Performance Targets (at any point during the
five year period from grant of the DCP Awards), each tranche of Shares shall
vest in one-third increments with the first such increment vesting on the date
a tranche is performance vested and the remaining increments vesting on each
yearly anniversary from the date of grant of the DCP Awards. For the avoidance
of doubt, any tranches which have performance vested shall become fully vested
on the third anniversary of the date of grant of the DCP Awards and,
thereafter, any tranches which become performance vested up to the fifth
anniversary of the date of grant of the DCP Awards shall become fully vested
immediately.
Dividend equivalents
Where a dividend is paid from distributable profits on the Shares, to the
extent that the DCP Awards have satisfied the Performance Targets
("Performance Vested"), DCP will be entitled to receive a cash benefit (to be
held in an escrow account established by the Company's administrator on behalf
of DCP) determined by reference to the value of the dividends that would have
been paid on the Performance Vested Shares in respect of dividend record dates
occurring during the period between the date of grant and the date of
Performance Vesting and thereafter until the Shares are transferred to DCP and
then to be paid once fully vested in cash.
Share Awards to Directors
Under the Share Incentive Plan, the Company will also, subject to the Written
Resolution becoming effective, grant nil-cost share option awards to certain
of the Directors equal, in aggregate, to 1.25 per cent. of the Shares in issue
following Admission (the "Director Awards"). The recipients of the Director
Awards and their individual entitlements are as follows:
Director Percentage entitlement to the Shares the subject of the Director Awards
Laurence Geller 46.70
Robert Heller 33.30
Graham Warner 20.00
Performance targets
The vesting of the Director Awards is conditional on the Company achieving the
same share price Performance Targets as DCP Award 1 as set out above. The
Director Awards will therefore performance vest as follows:
Target Share Price Vesting percentage of the Shares subject to Director Awards
35p 1/4
40p 1/4
45p 1/4
50p 1/4
The Director Awards are subject to the same time vesting conditions as the DCP
Awards and also have the benefit of the same dividend equivalents, in both
cases as described above.
APPENDIX 4
SUMMARY OF CHANGES TO THE INVESTMENT MANAGEMENT AGREEMENT
The Company and the Investment Manager have entered into the amended and
restated Investment Management Agreement which, conditionally upon the Written
Resolution being passed and becoming effective, makes changes to, inter alia,
the fees payable to the Investment Manager.
In this Appendix 4 the following additional definitions have the following
meanings:
"Aggregate Core Asset Base Value" E169,600,000;
"Annual Management Fees" the annual management fee payable by the Company to the Investment Manager and calculated in accordance with paragraph 1 of this Appendix 4;
"Base Cost" means (A) the aggregate of, (i) the Aggregate Core Asset Base Value and (ii) the Core Asset Capital and Costs, less (B) Net Proceeds received by the Company from the Core Assets (or the disposal thereof);
"Base Value" as applicable, (i) 65 per cent. of the net asset value of a Non-Core Asset at 31 December 2014 or (ii) the relevant Core Asset Attributed Value;
"Core Asset Attributed Value" in relation to each of the Core Assets the following value:(i) Amanzoe - E27,599,244(ii) Kilada Hills - E64,517,001(iii) Kea - E6,502,833(iv) Pearl Island - E19,051,868(v) Playa Grande - E51,886,272;
"Core Asset Capital and Costs" at any time the aggregate of:(i) any further investments made by the Company in any of the Core Assets from and including 1 January 2015; and(ii) the amount of corporate overhead costs (including the Annual Management Fee and other non-project specific overhead costs) attributable to the Core Assets;
"Core Asset Incentive Plan" the fee (if any) payable by the Company to the Investment Manager and calculated in accordance with paragraph 3 of this Appendix 4;
"Net Proceeds" the aggregate proceeds at any time received by the Company from a Non-Core Asset or a Core Asset (as the case may be):(i) by way of dividends or other distributions of any nature paid to the Company by any project vehicle which holds such asset; and/or(ii) on the disposal (or part disposal) of the Company's interest in such asset,in any case net of applicable disposal expenses (if relevant);
"Net Profits" in relation to either a Non-Core Asset or a Core Asset, the Net Proceeds less the Base Value of such asset (or, in the case of a partial disposal of an asset, such proportion of the applicable Base Value as can properly be attributed to the proportion of the asset disposed of);
"Non-Core Asset Incentive Plan" the fee (if any) payable by the Company to the Investment Manager and calculated in accordance with paragraph 2 of this Appendix 4; and
"Threshold Price" 150 per cent. of the Issue Price less the aggregate distributions per share paid to holders of Shares from the date of Admission.
1 The Annual Management Fee
The Investment Manager will be paid the Annual Management Fee which shall be
calculated as follows:
· for the period from 1 July 2015 to and including 31 December 2015, the
Annual Management Fee shall be E1,000,000 per calendar month which fee shall
be apportioned in two equal instalments and payable quarterly in advance; and
· with effect from and including 1 January 2016, the Annual Management
Fee shall be E8,500,000 payable quarterly in advance.
Commencing on and with effect from 1 January 2017, the Annual Management Fee
payable for the following annual period will be permanently reduced on 1
January in each year to an amount equal to the lower of: (i) 1.25 per cent. of
the gross asset value of the Company calculated as at the last preceding 31
December calculation date; and (ii) E8,500,000.
2 Non-Core Asset Incentive Fee
The Investment Manager will be entitled to the Non-Core Asset Incentive Fee
based on the Net Profits received by the Company from the disposal of any
Non-Core Asset.
No Non-Core Asset Incentive Fee will be payable in respect of a Non-Core Asset
unless the aggregate disposal proceeds actually received by the Company in
respect of such Non-Core Asset exceeds the Base Value (the "Payment
Condition").
Subject to satisfaction of the Payment Condition in respect of any Non-Core
Asset, the Net Proceeds actually received by the Company from the disposal of
such Non-Core Asset will be divided between the Investment Manager and the
Company on the following basis:
· first, 100 per cent. to the Company until the Company has received an
amount equal to the Base Value;
· second, 12.5 per cent. to the Investment Manager and 87.5 per cent. to
the Company until the Net Proceeds equal 80 per cent. of the Base Value;
· third, 17.5 per cent. to the Investment Manager and 82.5 per cent. to
the Company until the Net Proceeds equal 100 per cent. of the Base Value; and
· thereafter, 25 per cent. to the Investment Manager and 75 per cent. to
the Company.
50 per cent. of each Non-Core Asset Incentive Fee will be placed in an
interest bearing escrow account to be operated by the Company's administrator.
Any funds held in this escrow account will be dealt with as follows;
commencing on 31 December 2015, in the event that, as at 31 December in each
year, the aggregate Net Proceeds received by the Company in relation to all
Non-Core Assets disposed of during the previous 12 month period (the
"Look-back Period"):
· does not equal or exceed the aggregate of the Base Values of any
Non-Core Assets disposed of during an applicable Look-back Period (the
"Aggregate Base Value") then the Company's administrator will be authorised to
repay any escrowed funds to the Company until such time as the Company has
received an amount equal to the Aggregate Base Value and thereafter any
remaining escrowed funds (if any) will be paid to the Investment Manager; or
· equals or exceeds the Aggregate Base Value then the Company's
administrator will be authorised to pay to the Investment Manager the escrowed
funds.
3 Core Asset Incentive Fee
The Investment Manager will be entitled to the Core Asset Incentive Fee based
on the Net Profits received by the Company from the Core Assets or the
disposal thereof.
The Net Proceeds will be divided between the Investment Manager and the
Company on the following basis:
· first, 100 per cent. to the Company until the Company has received an
amount equal to the Aggregate Core Asset Base Value;
· second, 100 per cent. to the Company until the Company shall have
received an amount equal to the Core Asset Capital and Costs;
· third, 100 per cent. to the Company until the Company shall have
received an amount equal to the Base Cost compounded quarterly at the average
1-month Euribor rate plus 500 basis points (but capped at a maximum interest
rate of 6 per cent. per annum);
· fourth, 60 per cent. to the Investment Manager and 40 per cent. to the
Company until the Investment Manager shall have received an amount equal to 20
per cert. of the Net Profits then distributed; and
· thereafter, 20 per cent. to the Investment Manager and 80 per cent. to
the Company such that the Investment Manager shall receive a total Core Asset
Incentive Fee equivalent to 20 per cent. of the Net Profits.
On the disposal of a Core Asset, the Investment Manager shall be entitled to
receive an advance of the Core Asset Incentive Fee on the following basis:
· where the disposal takes place prior to the date on which the Company
shall have first received an amount of Net Profits from the disposal of Core
Assets equal to, or in excess of, E113,055,360 (the "Trigger Date"), an amount
equal to 6.666 per cent. of the Net Profits received by the Company on the
disposal of such Core Asset; or
· where the disposal takes place after the Trigger Date, an amount equal
to 10 per cent. of the Net Profits received by the Company on the disposal of
such Core Asset,
(in each case a "Core Asset Incentive Fee Advance Payment").
The aggregate value of any Core Asset Incentive Fee Advance Payments will at
any time be set off against, and thereby reduce to not less than zero, any
liability of the Company to pay Core Asset Incentive Fees.
4 Fees Clawback and set off
If on the Clawback Assessment Date, the Company has not received an amount
from the disposal of the Core Assets equal or in excess of the Aggregate Core
Asset Base Value, the Investment Manager will pay to the Company an amount to
cover the difference, not to exceed the aggregate amount of any Core Asset
Incentive Fee Advance Payments received by the Investment Manager. The
"Clawback Assessment Date" is the earlier of, (i) disposal of the Company's
interest in the last Core Asset concerned; or (ii) 1 August 2020.
In the event that a Fees Clawback applies the Company shall be entitled to set
off at any time the amount of any Fees Clawback payment due against, (i) any
liability of the Company to pay Non-Core Asset Incentive Fees and/or (ii) any
others fees due and payable by the Company to the Investment Manager, but
excluding the Annual Management Fee. In addition, the Company will have a
security interest over any unvested Shares awarded to the Investment Manager
under the Share Incentive Plan.
5 Effect of Termination
In the event that the Investment Manager's appointment under the Investment
Management Agreement is terminated:
· for good cause pursuant to any of the summary termination provisions in
the Investment Management Agreement, then the Investment Manager will (save
where termination has occurred due to fraud of the Investment Manager as
established by a court of competent jurisdiction) be entitled to receive any
Core Asset and Non-Core Asset Incentive Fees accrued but unpaid as at the
effective date of such termination but the Investment Manager's entitlement to
the receipt of unaccrued future fees arising after the date of effective
termination of the Investment Management Agreement will lapse; or
· as a result of the expiry of the initial term of the Investment
Management Agreement in 2020 without agreement of an extension, then the
Investment Manager will be entitled to receive Core Asset Incentive Fees and
Non-Core Asset Incentive Fees in relation to all Core Assets, Non-Core Assets
committed to by the Company prior to the effective date of termination even if
such investments are realised after the date of termination.
6 Change of control provisions
The Company may terminate the Investment Management Agreement immediately by
notice in writing if there is a Change of Control of the Company. For these
purposes a "Change of Control" occurs where (i) a person or persons acting in
concert (the "Offeror") make an unconditional offer in cash to all of the
other shareholders of the Company on the same basis and terms to acquire all
remaining shares in the Company that the Offeror does not already own (the
"Offer"), and (ii) as a result of the Offer, the Offeror acquires Control of
the Company at a price not lower to that prescribed in the Offer. For these
purposes, such person or persons are deemed to have "Control" of the Company
if it or they have an interest in shares which carry 50 per cent. or more of
the voting rights of the Company.
Where the Investment Management Agreement is terminated as a result of a
Change of Control, the Investment Manager, in addition to any payments it
might be entitled to receive on termination will also be entitled to receive a
termination payment (the "Change of Control Termination Payment") equivalent
to a multiple of the Annual Management Fee payable to the Investment Manager
at the date of termination on the following basis:
Where the Offer price is equal to or in excess of the higher of (i) the Threshold Price, and (ii) 70 per cent. of the Net Asset Value per Share before deferred income tax liabilities
Year in which change of control occurs Change of Control Termination Payment
2015 2 x Annual Management Fee
2016 1.75 x Annual Management Fee
2017 1.5 x Annual Management Fee
2018 1.5 x Annual Management Fee
2019 1 x Annual Management Fee
2020 Zero
1.5 x Annual Management Fee
2019
1 x Annual Management Fee
2020
Zero
Where the Offer price is less than the higher of (i) the Threshold Price, and (ii) 70 per cent. of the Net Asset Value per Share before deferred income tax liabilities; but equal to or higher than the Issue Price
Year in which change of control occurs Change of Control Termination Payment
2015 3 x Annual Management Fee
2016 2.625 x Annual Management Fee
2017 2.25 x Annual Management Fee
2018 2.25 x Annual Management Fee
2019 1.5 x Annual Management Fee
2020 Zero
2.25 x Annual Management Fee
2019
1.5 x Annual Management Fee
2020
Zero
Where the Offer price is lower than the Issue Price
Year in which change of control occurs Change of Control Termination Payment
2015 4 x Annual Management Fee
2016 3.5 x Annual Management Fee
2017 3 x Annual Management Fee
2018 3 x Annual Management Fee
2019 2 x Annual Management Fee
2020 Zero
3 x Annual Management Fee
2019
2 x Annual Management Fee
2020
Zero
7 Other amendments
Certain other changes have been incorporated in the amended and restated
Investment Management Agreement to reflect what the Company and the Investment
Manager believe is current best market
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