AIM Rule 26
This information has been included on this website for the purpose of compliance with Rule 26 of the AIM Rules.
This website was last updated on 14 July 2016.
Description of the business
The Ottoman Fund seeks to generate substantial total returns by investing in real estate projects in Turkey. The Fund, which raised £150 million on launch in December 2005, is listed on the AIM market in the United Kingdom, and its investment scope includes land purchase, joint venture projects with developers and bulk forwarding financing purchases of units, primarily in the residential sector. It invests in properties aimed at both the local and tourist markets.
Investment Strategy
The Company shall only make investments in Turkey with a view to enabling a future sale of the Assets in whole or in part. To the extent investments have been or are made, the Company will actively manage those investments and seek to realise its assets in a managed way at an appropriate time, returning proceeds to Shareholders as and when it does.
Save as set out above, there are no restrictions on the investments which the Company may make or the leverage it may employ (up to a value of no more than 100% of the net asset value of the Company in relation to leverage) save as provided by the Listed Fund Guide and the Offering Document.
Shareholder returns are expected to be delivered by way of return of capital on their Shares, whether by dividend, repurchase or otherwise.
Directors
Names
The directors of the Fund, all of whom are non-executive apart from Mr Chapman who is Executive Chairman, are as follows:
- John Chapman (Chairman)
- Antony Gardner-Hillman
- Andrew Wignall
Directors Biographies
John Chapman
Mr John Chapman, 51, is a lawyer and Chartered Financial Analyst. He is currently a Director of Central Asia Regional Growth Fund plc, an investment fund based in Ireland. He specialises in working with investment funds and, in the last twelve years, he has worked in much of emerging Europe and central Asia. Other Directorships in the past 5 years have been Kazakhstan Investment Fund Ltd, Romania Investment Fund Ltd, Ukraine Fund Ltd and Momentum Energy International Inc.
Antony Gardner-Hillman
“Mr Antony Gardner-Hillman is a solicitor of the Supreme Court of England and Wales and a member of the Law Society of England and Wales. Mr. Gardner-Hillman was a founding shareholder of the Jersey Trust Company group in 1987. He resigned as non-executive group chairman of Jersey Trust Company and disposed of his remaining shareholding in the group holding company on 29 February 2008. He was a partner of Crills, a Jersey law firm from January 1987 until May 2002, and a Jersey resident partner of Holman, Fenwick & Willan (Jersey partnership) until December 2003.”
Andrew Wignall
Mr Wignall, 43, a chartered accountant, is currently an independent Director of a number of private equity and other alternative fund structures. Until 2007 he was a director of Moore Management Limited, the Jersey based fund management and fund administration company. Earlier he worked as an auditor for Ernst & Young in Jersey, where he resides.
Description of the responsibilities
The board is chaired by John Chapman.
The Board is responsible for the overall investment activities of the Fund.
Details of any sub-committees and responsibilities
The Board has established a Compliance Committee which consists of Andrew Wignall and Antony Gardner-Hillman.
The objective of the Committee is to facilitate and process general administrative matters, including;
Country of incorporation
The Fund is incorporated in Jersey.
Registered Address
4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR.
Main country of operation
The main country of operation is currently Turkey
Details of any other exchanges or trading platforms on which the AIM company has applied or agreed to have its AIM securities admitted or traded
None of the Fund’s securities are admitted to trading on any exchange or trading platform other than AIM. There have been no applications for any such admission.
Number of AIM securities in issue
As at 31 May 2014, the Fund has 134,764,709 participating shares of no par value in issue and admitted to AIM. No shares are held in treasury
The percentage of AIM securities that are not in public hands
As at 31 May 2014, in accordance with the AIM Rules (Rule 26), in so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is 87.91%.
Significant shareholders
As at 31 May 2014, the following shareholders held:
| Shareholder | Percentage |
|---|---|
| QVT Financial* | 32.16% |
| Weiss Asset Management | 29.78% |
| Toscafund Asset Management | 16.73% |
| Lars Bader | 8.41% |
*Consolidated
Rights of shareholders
As the Fund is not incorporated in the UK the rights of shareholders may be different from the rights of shareholders in a UK incorporated company
Details of any restrictions on the transfer of the AIM securities
The Fund’s articles of association contain certain restrictions on the transfer of shares.
The relevant provision is article 21, which can be found here.
The Takeover Code
The Ottoman Fund is subject to the UK City Code on Takeovers and Mergers is subject to the UK City Code on Takeovers and Mergers.
Details of the corporate governance code on which the AIM company complies
The Directors recognise the importance of sound corporate governance commensurate with the size of the Fund and the interests of the Shareholders. So far as practicable, taking into account the size and nature of the Fund, the Directors will take steps to comply with the UK Code of Corporate Governance.
Annual and Interim Financial Reports and Fund Prospectus
The Final Results for the period ended 31 August 2015
The Interim Results for the period ended 28 February 2015
The Final Results for the period ended 31 August 2014
The Interim Results for the period ended 28 February 2014
The Final Results for the period ended 31 August 2013
The Interim Results for the period ended 28 February 2013
The Final Results for the period ended 31 August 2012
The Interim Results for the period ended 29 February 2012
The Final Results for the period ended 31 August 2011
The Interim Results for the period ended 28 February 2011
The Final Results for the period ended 31 August 2010
Details of the functionaries to the Company
Nominated Adviser and Broker
N+1 Singer
1 Bartholomew Lane
London EC2N 2AX
United Kingdom
Manager
The Board of Directors of the Company
4th Floor, St Paul’s Gate
22-24 New Street
St Helier
Jersey JE1 4TR
Investment Adviser
Civitas Property Partners
East 53rd Street
Marbella MMG Building
2nd Floor
Panama
Auditors
PricewaterhouseCoopers CI LLP
22 Colomberie
St Helier
Jersey JE1 4XA
Legal Adviser as to English Law
Travers Smith LLP
10 Snow Hill
London EC1A 2AL
Legal Adviser as to Jersey Law
Ozannes
PO Box 723
29 Esplanade
St Helier
Jersey JE4 0ZS
Registered Administrator and Secretary
Vistra Fund Services Limited
4th Floor, St. Paul’s Gate
22-24 New Street
St Helier
Jersey JE1 4TR
Registrar
Capita Registrars (Jersey) Limited
12 Castle Street
St Helier
Jersey JE2 3RT