Paragon Cap Apprec - Circular to Shareholders

RNS Number:8337L
Paragon Capital Appreciation
15 January 2008

This document is important and requires your immediate attention. If you are in
any doubt as to the action you should take, you are advised to consult your
stockbroker, bank manager or other independent financial adviser.

If you have sold or transferred all your shares in Paragon Capital Appreciation
Fund Limited, please send this notice with its accompanying enclosure to the
purchaser, transferee or stockbroker, bank or agent through whom the sale was
effected, for transmission to the purchaser or transferee.

PARAGON CAPITAL APPRECIATION FUND LIMITED

(Incorporated in Guernsey as an open ended investment company with registered
number 29801 (the "Company"))

A B Walden (Chairman)

S A Aldridge

P J G Caldwell

N C J Counihan

P A Harwood

L Hilton

15th January 2008

Dear shareholder

Notice of changes to the Scheme Particulars for the Company dated 9 October 2006
(the "Scheme Particulars") and notice of Extraordinary General Meeting ("EGM")

The purpose of this document is to provide you with information regarding what
are essentially updates to the Scheme Particulars and the notice of EGM at which
the approval of shareholders will be sought for an increase in the remuneration
payable to directors of the Company.

Changes to the Scheme Particulars

There have changes to various details recorded in the Scheme Particulars since
they were circulated on 9 October 2006. The Directors consider it appropriate
that the Scheme Particulars be updated to reflect these changes and that all
shareholders are made aware of these changes. The Directors do not consider
these changes to impact on the Investment Objectives or Investment Policy of the
Company.

The updates to the Scheme Particulars are summarised below:

• The Manager of the Company has changed from Paragon Asset Management
Limited to Fauchier Partners Management Limited. On 6 June 2006, the former
manager was acquired by and subsequently amalgamated into Fauchier Partners
Management Limited, a company incorporated and resident in Guernsey.

• Details of the launch of the Institutional Euro Class have been
included. The Shares in the Institutional Euro Class were initially offered on 9
August 2007 at €101.2886 which was equal to the Net Asset Value of the Euro
Hedged Class Fund.

• The minimum investment amount in respect of further applications for
shares in the Company has been reduced from US$2,000 (in respect of the US
Dollar Class Fund, £5,000 (in respect of the Sterling Hedged Class Fund) and
€5,000 (in respect of the Euro Hedged Class Fund) to US$1,000 (or its equivalent
in Sterling or Euro).

• The minimum cash value of applications for additional shares has been
reduced from €5,000 to at least US$1,000, or its equivalent in Sterling or Euro.

• The aggregate remuneration payable to Directors of the Company has
been increased from US$75,000 to £120,000. This amendment is subject to approval
by shareholders at the EGM (see the section below for more information).

• The details of the Directors of the Company and their beneficial
interests in the shares of the Company has been updated.

A full copy of the amended Scheme Particulars will be available for inspection
upon request at the Registered office of the Company being - PO Box 246, Canada
Court, Upland Road, St Peter Port, Guernsey, Channel Islands, GY1 3QE and will
also be available on request from J&E Davy, 49 Dawson Street, Dublin 2, Ireland.

The amended Scheme Particulars will be filed with the Guernsey Financial
Services Commission and the Channel Islands Stock Exchange.

Extraordinary General Meeting and action to be taken

Attached to this document is a notice convening the EGM to be held at 12pm on
8th February at Canada Court, Upland Road, St Peter Port, Guernsey, Channel
Islands, GY1 3QE. Your Directors consider it appropriate that the limit of the
remuneration payable to the directors be increased from US$75,000 to £120,000.

In order to increase the limit of the remuneration payable to Directors, the
Company's Articles of Association are required to be amended. An amendment to
the Company's Articles of Association requires the shareholders to pass a
special resolution at a General meeting of the Company. The notice of EGM sets
out the text of the special resolution to be voted on and includes a form of
proxy for use by the shareholders at the EGM.

Recommendation

Your Directors recommend that shareholders vote in favour of the proposed
resolution because it is, in the opinion of the Directors it is in the best
interest of the shareholders as a whole.

Yours faithfully

Chairman

PARAGON CAPITAL APPRECIATION FUND LIMITED

(the "Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY

This notice is important. It requires your immediate attention. If you are in
doubt about its contents, please consult your stockbroker, bank manager,
solicitor, accountant or other financial advisor.

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Shareholders
of the Company will be held at Canada Court, Upland Road, St Peter Port,
Guernsey, GY1 3QE on 8th February 2008 at 12pm for the purpose of considering
and, if thought fit, passing the following Resolutions which will be proposed as
a Special Resolution:

SPECIAL RESOLUTION

1. THAT Article 102(a) of the Company's Articles of Association
be amended by deleting therefrom "US$75,000 per annum" and substituting therefor
"£120,000 per annum" with effect from 1st January 2007 (to be amortised during
the period 1st January 2008 to 31st December 2008).

By order of the Board

Paragon Capital Appreciation Fund Limited

Secretary

Registered Office:

PO Box 246

Canada Court

Upland Road

St Peter Port

Guernsey

Channel Islands

GY1 3QE

Fax Number: (44) (01481) 744524

Dated 14 January 2008

Notes:

1 A Shareholder entitled to attend and vote is entitled to
appoint one or more proxies to attend and, on a poll, vote instead of him. A
proxy need not also be a Shareholder.

2 To be valid a proxy form and any power of attorney or other
authority under which the form of proxy is signed (or a notarially certified
copy thereof) must be lodged with the Company at its registered office not less
than 48 hours before the time for holding the Meeting or any adjournment
thereof. A proxy form is enclosed.

3 The quorum for the Meeting is at least two Shareholders
present either in person or by proxy holding one-tenth of all the issued shares
between them. The majority required for the passing of the Special Resolution
is not less than three quarters of the total number of votes cast for and
against such resolution.

4 At the Meeting the vote will be taken by poll. On a poll,
every holder of Management Shares or Participating Shares who is present in
person or by proxy shall have one vote for every Management Share or (as the
case may be) Participating Share or fraction of a Participating Share held by
him. On a poll, every holder of Nominal Shares who is present in person or by
proxy shall have one vote irrespective of the number of Nominal Shares held by
him. A Shareholder entitled to more than one vote need not, if he votes, use
all of his votes or cast all of the votes which he uses in the same way.

5 If, within half an hour from the appointed time for the
Meeting, a quorum is not present, then the Meeting will be adjourned to 15th
February 2008 at 12pm at the same address.

PROXY FORM

For use in connection with the Extraordinary General Meeting of the holders of
shares of Paragon Capital Appreciation Fund Limited (the "Company") to be held
on 8th February 2008 at 12pm and at any adjournment thereof.

Registered Name of the first named holder:
__________________________________________________________________________________

Address:
__________________________________________________________________________________

Account Designation (if any): ________________________________________

Account Number (if known): ________________________________________

I/We
__________________________________________________________________________________

being a Shareholder of the Company hereby appoint the Chairman of the Meeting, or
__________________________________________________________________________________
(See Note 4)

to act as my/our proxy at the Extraordinary General Meeting of holders of shares in the Company
to be held on 8th February 2008 at 12pm (and at any adjournment thereof) and to vote for me/us
and in my/our name(s) on the Special Resolution set out in the Notice of Meeting dated 14th
January 2008 as indicated below. To allow effective constitution of the Meeting, if it is
apparent to the Chairman that no Shareholders will be present in person or by proxy, other than
by proxy in the Chairman's favour, then the Chairman may appoint a substitute to act as proxy in
his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis
as the Chairman.

SPECIAL RESOLUTION: FOR AGAINST
THAT Article 102(a) of the Company's Articles of Association be q q
amended by deleting therefrom "US$75,000 per annum" and substituting
therefor "£120,000 per annum" with effect from 1st January 2007 (to
be amortised during the period 1st January 2008 to 31st December
2008).

Signature(s):
_______________________________ _______________________________
(See Notes 2 and 3)

Dated:_______________________________2008

Notes:

1 Please indicate with a cross in the appropriate box
above how you wish your votes to be cast in respect of the Special Resolution.
If you do not do so your proxy may vote or abstain at his discretion.

2 In the case of a body corporate this Proxy Form must be
executed under seal or under the hand of an officer or attorney authorised in
writing.

3 In the case of joint Shareholders any such Shareholder
may sign but, in the event of more than one tendering votes, the votes of the
Shareholder whose name stands first in the Register of Shareholders will be
accepted to the exclusion of the others.

4 If you wish to appoint someone other than the Chairman
of the Meeting please delete "the Chairman of the Meeting, or" and insert in the
place provided the name and address of your appointee, who need not be a
Shareholder. Any such amendment must be initialled.

5 This Proxy Form and any power of attorney or other
authority (if any) under which it is signed (or a copy thereof certified by a
solicitor) to be valid, must be received at the address printed below not less
than 48 hours before the time for holding the Meeting (or any adjourned
Meeting).

THE SECRETARY

PARAGON CAPITAL APPRECIATION FUND LIMITED

PO Box 246

Canada Court,

Upland Road

St Peter Port

Guernsey

GY1 3QE

Channel Islands

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange.

This information is provided by RNS
The company news service from the London Stock Exchange
END

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