In addition to the election of directors and the appointment of auditors, at the Meeting, Shareholders will be asked to approve the re-domiciliation of the Company (the "Re-domiciliation") from
The Board has fixed the close of business on
If approved by the Shareholders at the Meeting, the Company will target completion of the Re-domiciliation in fiscal Q4 of 2021 and, in any event, prior to
Background of the Proposed Singapore Re-Domiciliation
In
In response to the Cook Islands Legislation, the Board commenced a review to determine what action should be taken by the Company. Having concluded that remaining domiciled in the
During the course of its investigation, the Board learned that in
Following the Board's analysis, the Board concluded that re-domiciling to
In proposing the Re-domiciliation, the Board considered a variety of factors in coming to its determination that re-domiciling to
- remaining domiciled in the
Cook Islands beyondNovember 1, 2021 would subject the Company to a tax on company profit of 20%, thereby negatively affecting the returns to Shareholders; Singapore is a party to over 80 double tax treaties, many of which include countries in which the Company currently invests, and the Company intends to be controlled and managed fromSingapore such that the Company is able to applySingapore's double tax treaties;- the Company intends to continue to be managed by
Aberdeen Standard Investments (Asia) Limited ("ASIAL") inSingapore and to seek a tax exemption such that "specified income" derived from "designated investments" by the Company should be exempt from income tax inSingapore . The Company expects that it will meet the necessary conditions to rely on the tax exemption; - the Re-domiciliation will not result in any express or deemed exchange, disposition, redemption, cancellation or re-issuance of the outstanding ordinary shares of the Company under the corporate legislation of either the
Cook Islands orSingapore ; - the Re-domiciliation will not constitute a disposition of property for purposes of the Income Tax Act (
Canada ) and, accordingly, will not give rise to a capital gain or capital loss for Canadian resident Shareholders; - the Shares would remain eligible for Canadian registered plans (e.g. Canadian registered retirement savings plans and tax free savings accounts);
- ASIAL, the current investment manager of the Company, operates in
Singapore and has the capacity to assist the Company with its qualification and on-going administration as a VCC under the VCC Act; and Singapore is located in theAsia-Pacific region that is the focus of the Company's investment portfolio.
There will be no increase to the combined management and administration fees charged to the Company in connection with the Re-domiciliation, but such combined fees may be allocated differently amongst the Company's service providers.
All costs incurred in connection with the Re-domiciliation, including with respect to the Meeting, will be borne by the Company. Such costs include, but may not be limited to, VCC filing fees and the fees and expenses of legal counsel, tax advisors, accountants, administrators and other service providers in
Further particulars of the Re-domiciliation will be set forth in the management information circular for the Meeting that will be prepared and delivered to Shareholders in connection with the Meeting and will be available under the Company's profile on SEDAR at www.sedar.com.
Shareholder Questions or Voting Assistance
The Company has engaged
Shareholders who have questions about the meeting resolutions or require voting assistance may contact the Company's solicitation agent,
North America Toll Free: 1-877-452-7184
Email: assistance@laurelhill.com
Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information, particularly in respect of future financial performance and condition of the Company, are factors and assumptions which, although considered reasonable by the Company, the Administrator, ASII, and/or ASIAL, as applicable, at the time of preparation, may prove to be incorrect. Shareholders are cautioned that actual results are subject to a number of risks and uncertainties, including the completion of the proposed Re-domiciliation and the anticipated benefits of the Re-domiciliation and the timing of the Meeting, general economic and market factors, including credit, currency, political and interest-rate risks and could differ materially from what is currently expected. The Company has no specific intention of updating any forward-looking information whether as a result of new information, future events or otherwise.
If you wish to receive this information electronically, please contact Investor.Relations@aberdeenstandard.com
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