Aberdeen Asia-Pacific Income Investment Company Limited Announces Proposed Singapore Re-Domiciliation
TORONTO, March 30, 2021 /CNW/ -- Aberdeen Asia-Pacific Income Investment Company Limited (TSX:FAP) (the "Company"), a closed-end investment company trading on the Toronto Stock Exchange, announced today that an annual general and special meeting (the "Meeting") of the shareholders of the Company ("Shareholders") will be held on April 22, 2021.
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 Cook Islands to Singapore, along with certain other changes considered ancillary, necessary or desirable, to facilitate and implement the Re-domiciliation. Upon the effective date of the Re-domiciliation, the Company will be named "Aberdeen Asia-Pacific Income Fund VCC".
The Board has fixed the close of business on March 18, 2021 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment of the Meeting. Approval of the special resolution of the Shareholders authorizing the Re-domiciliation will require the affirmative vote of at least 75% of the total votes of the Shareholders present or represented by proxy at the Meeting.
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 November 1, 2021, subject to obtaining the required regulatory approvals.
Background of the Proposed Singapore Re-Domiciliation
In December 2019, Cook Islands legislation came into force (the "Cook Islands Legislation") removing the Cook Islands tax exemption for companies, including the Company, incorporated under the International Companies Act, 1981-1982 (Cook Islands). Once in force with respect to the Company, the Company will be subject to the Cook Islands domestic company tax regime and a tax on company profit of 20%. The Company will, in the absence of taking steps to address the matter, become subject to the new Cook Islands tax regime on November 1, 2021 (being the start of the Company's 2022 fiscal year).
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 Cook Islands was not in the best interests of the Company, the Board oversaw an investigation by Aberdeen Standard Investments Inc. ("ASII"), the sub-administrator of the Company, and outside advisors as to whether the Company should re-domicile in another jurisdiction. ASII and the Chair of the Board met on multiple occasions to discuss a proposed re-domiciliation and focused their investigation on four jurisdictions: Bermuda, Canada, the Cayman Islands and Singapore.
During the course of its investigation, the Board learned that in January 2020, Singapore introduced a new corporate structure for investment funds called a variable capital company ("VCC"). The framework permits existing investment funds to re-domicile by transferring their registration to Singapore as VCCs.
Following the Board's analysis, the Board concluded that re-domiciling to Singapore as a VCC under the Variable Capital Companies Act 2018 (No. 44 of 2018) (Singapore) (the "VCC Act") is in the best interest of the Company. The Company proposes to transfer the domicile of the Company by way of de-registration in the Cook Islands and registration in Singapore as a VCC under the VCC Act.
In proposing the Re-domiciliation, the Board considered a variety of factors in coming to its determination that re-domiciling to Singapore is in the best interest of the Company, including, among other things, the following factors:
- remaining domiciled in the Cook Islands beyond November 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 from Singapore such that the Company is able to apply Singapore's double tax treaties;
- the Company intends to continue to be managed by Aberdeen Standard Investments (Asia) Limited ("ASIAL") in Singapore and to seek a tax exemption such that "specified income" derived from "designated investments" by the Company should be exempt from income tax in Singapore . 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 or Singapore;
- 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 the Asia-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 Canada, the Cook Islands and Singapore.
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 Laurel Hill Advisory Group ("Laurel Hill") as proxy solicitation agent for the Meeting.
Shareholders who have questions about the meeting resolutions or require voting assistance may contact the Company's solicitation agent, Laurel Hill Advisory Group.
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Outside North America: 1-416-304-0211
Email: [email protected]
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 [email protected]
aberdeenfap.com
SOURCE Aberdeen Asia-Pacific Income Investment Company Limited
Aberdeen Standard Investments Inc., Investor Relations, 800-992-6341, [email protected], aberdeenfap.com
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