Extraordinary General Meeting of Global Funds SICAV plc to consider dissolution of the company

Notice to all members of Global Funds SICAV plc in terms of Article 19 of the Articles of Association of the company.

Notice is hereby given of an Extraordinary General Meeting of the company which shall be held today at 5pm at The Waterfront Hotel, Triq ix-Xatt, Sliema for the purpose of considering the following Agenda:

Agenda

1. Audited Financial Statements for the financial year ended 31st July 2019

Ordinary resolution

That the Income Statements and the Statements of Financial Position of the Company as at 31st July 2019 and the Directors’ and Auditors’ Reports thereon be approved.

2. Dissolution and consequential voluntary winding up of the company

Extraordinary resolution

That the company be dissolved and consequently wound up voluntarily, that Mazars Malta be appointed liquidator of the company and that their remuneration be fixed at €8,000 (excluding VAT, costs and disbursements) for up to 40 aggregate hours, with any additional hours being charged on a time-spent basis at the applicable charge out rate of €200 per hour.

Advice received by the company concluded that, the questionability of a going concern basis requires that liquidation costs be immediately factored into the Net Asset Value of each of the company’s three sub-funds.

These costs were included in the NAV published upon the lifting of the suspension on the determination of the NAV, as of Friday 6th December 2019. An accrual to this effect has been taken into consideration in the preparation of the audited financial statements for the financial year ended 31st July 2019, which were drawn up on a liquidation basis pending ratification of the extraordinary resolution being presented to members.

Dissolution and consequential voluntary winding up

Extraordinary resolution

In view of the fact that the prospective investments announced by the Fund Manager of the Company GlobalCapital Financial Management Limited during the Annual General Meeting convened on the 5th October 2018 did not materialise and taking into consideration the company’s significant cost ratio as a result of the substantial redemptions that have been requested, including the redemption request of a significant member, it is evident that the company’s ability to continue as a going concern is severely impaired.

The Board, having on the 2nd December 2019 identified Mazars Malta as a potential candidate for appointment as liquidator of the company, is now recommending to the members of the company the voluntary dissolution and winding up of the company and Mazars Malta as liquidator.

Mazars Malta have summarised their proposed scope of work as liquidator of the company, should the Extraordinary General Meeting of the company approve their appointment, covering the entire liquidation process which also includes the following (i) a review of the present accounting systems, procedures and internal controls; (ii) preparation of financial statements; and (iii) discussion of financial statements and presentation to the management of the work that was carried out, highlighting any significant issues that were encountered during the audit.

Mazars Malta estimated their work will entail an aggregate of around 40 hours of work and estimated a fee of €8,000 (excl. VAT, costs and disbursements). This estimate has been computed at the charge out rates prevailing at the time on the basis of a reasonable assessment of the time expected to be required to liquidate the company by the principals and staff of Mazars Malta and on the level of skill and responsibility involved.

Where additional time beyond the estimated time and ancillary scope of works will be required, Mazars Malta shall bring this to the attention of the parties concerned and time spent would be charged on a time basis at €200 per hour.