RNS No 1882f
EXMOOR DUAL INVESTMENT TRUST PLC
19th June 1998
EXMOOR DUAL INVESTMENT TRUST PLC
("the Company")
Recommended Capital Reorganisation, Placing and Offer
of up to 34,592,500 New Ordinary Shares of 25p each ("New
Ordinary Shares"), 34,532,500 New Income Shares of 25p each
("New Income Shares")and 63,935,000 New Zero Coupon Preference
Shares of 25p each (New Zero Coupon Preference Shares") and
Cash Exit for Ordinary and Income Shareholders
Announcement of Interim Dividends
The Board of Exmoor Dual Investment Trust PLC ("the Board")
announces and will despatch to Shareholders today a prospectus
("Prospectus") describing recommended proposals ("Proposals")
which include a capital reorganisation ("the Reorganisation")
of the Company, a fund raising ("the Issue") and a cash exit
for Ordinary Shareholders and Income Shareholders.
The Board also announces the payment of dividends of 0.54p
gross per Ordinary Share and 2.8p gross per Income Share to be
paid on 10 July 1998 to Ordinary and Income Shareholders on the
register on 3 July 1998.
The Proposals comprise:
* a reorganisation and variation of the rights of each
class of shares;
* the extension of the Company's life to 31 August 2005;
* a cash exit option for qualifying Ordinary Shareholders
and Income Shareholders;
* a revised capital structure comprising 25 per cent.
Ordinary Shares, 25 per cent. Income Shares and 50 per
cent. Zero Coupon Preference Shares;
* a placing of New Ordinary Shares and New Income Shares
and New Zero Coupon Preference Shares and partial
clawback offer to Qualifying Holders;
* the appointment of BFS Investments plc as the Company's
investment manager and adoption of a revised investment
objective and policy;
* a change of the Company's name to BFS Income & Growth
Trust PLC;
* a change of year end from 31 August to 31 July;
* the adoption of new articles of association; and
* changes to the Board of Directors.
The Proposals are conditional, inter alia, upon the approval by
the Company's Shareholders of resolutions ("Resolutions") to be
considered at Class Meetings of the Ordinary, Income and Zero
Coupon Preference Shareholders respectively and an
Extraordinary General Meeting convened to be held on Monday 13
July 1998.
The Company has received letters of intent to vote in favour of
the Resolutions from Shareholders representing 36.2 per cent.
of the votes which may be cast at the Extraordinary General
Meeting, 45.3 per cent. of the votes which may be cast at the
meeting of Ordinary Shareholders, 33.3 per cent. of the votes
which may be cast at the meeting of Income Shareholders and
25.6 per cent. of the votes which may be cast at the meeting of
Zero Coupon Preference Shareholders.
Subject to the Reorganisation becoming effective, New Ordinary
Shares, New Income Shares and New Zero Coupon Preference Shares
("New Shares") are being placed with institutional and other
investors. One quarter of each class of the New Shares in the
Placing is subject to clawback in favour of Qualifying Holders
pursuant to the Offer.
As the investment characteristics of the Ordinary Shares and
the Income Shares, in terms of their entitlement to income and
capital, will be substantially varied by the proposed
Reorganisation, holders of these Shares are being offered a
cash exit facility. The Cash Election for qualifying Ordinary
Shareholders and Income Shareholders provides those
Shareholders with the option of disposing of all (but not part
only) of their Ordinary Shares and/or Income Shares for cash.
This Cash Election has been set at a price per pre-
Reorganisation Ordinary Share and Income Share equivalent to
99.5 per cent. of the price in pence equivalent to 67 per cent
of the NAV per Ordinary Share on the valuation date ("Valuation
Date") of 8 July 1998 ("Ordinary Reorganisation Price") and a
price per pre-Reorganisation Income Share of 72.9p per share
("Income Reorganisation Price").
Background to the Proposals
Geared Income Investment Trust plc ("Geared Income") currently
holds 3.4 million Ordinary Shares (approximately 45.3 per cent.
of the issued Ordinary Shares) and 1 million Income Shares
(approximately 13.3 per cent. of the issued Income Shares).
Geared Income is a split capital investment trust managed by
BFS Investments plc. The Proposals have been put forward by BFS
and by Hoare Govett Limited ("Hoare Govett"), as financial
adviser to the Reorganisation and sponsor to the Placing and
Offer.
In view of the recent difficulties experienced by the Company,
the Directors, who have been advised by SBC Warburg Dillon
Read, believe the Proposals are fair and reasonable and in the
best interests of the Company and its Shareholders as a whole
and are recommending that the Ordinary Shareholders, Income
Shareholders and Zero Coupon Preference Shareholders vote in
favour of the Resolutions.
Effects of the Reorganisation on the Shares
The Company's current existing share capital of Ordinary
Shares, Income Shares and Zero Coupon Preference Shares is in
the ratio of 1:1:0.6 and it is proposed that immediately
following completion of the Reorganisation and the Placing and
Offer this ratio will become 1:1:2.
(i) Ordinary Shares
The Ordinary Shares are currently entitled to annual
dividends (after the prior dividend payment to holders
of Income Shares) at the rate of 1.12p net plus 15 per
cent. of any remaining profits distributed. On the
Company's current winding-up date of 31 August 2001,
after satisfaction of the prior capital entitlement of
the Zero Coupon Preference Shares, the Ordinary Shares
are entitled to 15 per cent. of any revenue reserves
available at that time, a capital return of 72p per
share (after payment of a capital return of 60p per
Income Share) plus 85 per cent. of any remaining capital
reserves after payment of those fixed capital returns.
The Ordinary Shares were paid an annual dividend of
1.191p net for the year ended 31 August 1997. Based on
the middle market price of an Ordinary Share of 56.5p on
16 June 1998, the latest practicable date prior to
publication of the Prospectus, this would represent a
net income yield of 2.1 per cent.
Under the following growth assumptions and assuming that
the Company remains in its existing form and the
Reorganisation was not to be implemented, the Ordinary
Shares would have the following Gross Redemption Yields:
Underlying growth from 0% 2.5% 5% 7.5% 10%
portfolio(per annum)
Gross Redemption Yield -16.3% 3.6% 18.1% 29.5 % 38.6%
per Ordinary Share
It is proposed that the rights of the Shares be amended
so that, following the Reorganisation, dividends of the
same amount will be paid on both the Ordinary Shares and
Income Shares. The proposed new board of the Company,
Messrs. Kennedy, Carr, Wigley and Hamilton-Sharp ("the
Proposed Directors") intend, subject to unforeseen
circumstances, to pay four quarterly interim dividends
totalling 10.4p net per post-Reorganisation Ordinary
Share in respect of the year ending 31 July 1999. On
this basis and on the basis of: (i) an assumed Ordinary
Reorganisation Price of 72.1p (see below); (ii) the
number of Ordinary Shares which would be in issue
following the Reorganisation on the basis of that
Ordinary Reorganisation Price; and (iii) taking account
of the Reorganisation described further below, the
Ordinary Shares would have an anticipated net income
yield of 10.4 per cent. per annum. The Proposals should
therefore benefit existing Ordinary Shareholders by
providing a significant increase in the dividends
capable of being paid by the Company on its Ordinary
Shares.
Following the Reorganisation becoming effective and on
the basis referred to above, the Ordinary Shares would
have the following Gross Redemption Yields under the
same growth assumptions:
Underlying growth from 0% 2.5% 5% 7.5% 10%
portfolio(per annum)
Gross Redemption Yield -100.0% 0.6% 13.8% 21.9% 28.2%
per Ordinary Share
These figures are produced for illustrative purposes
only, do not represent forecasts and should be read in
conjunction with the Assumptions and Risk Factors set
out in Part V of the Prospectus.
The Ordinary Reorganisation Price to be used in
determining the number of Ordinary Shares each Ordinary
Shareholder will hold immediately following the
Reorganisation will be 67 per cent. of the net asset
value of an Ordinary Share on the Valuation Date and
will be announced at the Extraordinary General Meeting
to be held on 13 July 1998. The actual number of
Ordinary Shares that an Ordinary Shareholder will hold
immediately following completion of the Reorganisation
(assuming no acceptance by him of the Offer) will be
equivalent to the number of existing Ordinary Shares
held, multiplied by the Ordinary Reorganisation Price
expressed as a percentage of #1 (fractions of Shares
being rounded down).
As at 16 June 1998 (the latest practicable date prior to
publication of the Prospectus) the NAV per Ordinary
Share was 107.63p. Accordingly, by way of illustration,
(assuming that the Ordinary Reorganisation Price would
therefore have been 72.1p), immediately following
completion of the Reorganisation (assuming no acceptance
by him of the Offer) an Ordinary Shareholder would hold
721 Ordinary Shares for every existing 1,000 Ordinary
Shares held by him immediately before the Reorganisation
and pro rata for any other holding of existing Ordinary
Shares (fractions being rounded down).
(ii) Income Shares
The Income Shares are currently entitled to annual
dividends of 6.4p net plus 85 per cent. of any remaining
profits distributed by the Company. On the Company's
current winding-up date of 31 August 2001, after
satisfaction of the prior capital entitlement of the
Zero Coupon Preference Shares, the Income Shares are
entitled to 85 per cent. of any revenue reserves at that
time and a capital return of 60p per share plus 15 per
cent. of any remaining capital reserves after the
payment of the capital entitlement of 72p per Ordinary
Share.
The Income Shares were paid an aggregate dividend of
7.1p net per share by way of four quarterly interim
dividends for the 12 months to 28 February 1998 which,
on the basis of the closing mid-market price for Income
Shares on 27 February 1998 of 70.5p, would represent a
net income yield of 10.1 per cent. per annum. BFS
believes that the Proposals will allow the net income
yield to be increased to 10.4 per cent. per annum based
on the Income Reorganisation Price of 72.9p and the
number of Income Shares which would be in issue as a
consequence of the Reorganisation.
The Proposed Directors intend, subject to unforeseen
circumstances, to pay four quarterly interim dividends
totalling 10.4p net per post-Reorganisation Income Share
in respect of the year ending 31 July 1999. It is
further proposed that under the Reorganisation the
rights of the Income Shares will be amended to a
"conventional basis" (with Income Shareholders being
entitled to 100p per share on a winding-up after payment
of the prior capital entitlement of the Zero Coupon
Preference Shareholders but before any payment to
Ordinary Shareholders). The Proposals should therefore
benefit existing Income Shareholders by providing an
increase in the dividends capable of being paid by the
Company on its Income Shares and a fixed capital
entitlement in priority to the Ordinary Shares.
These figures are estimates only and are not intended to
be, nor should they be taken as forecasts of profits.
Under the following growth assumptions and assuming that
the Company remains in its existing form and if the
Reorganisation was not to be implemented, the Income
Shares would have the following Gross Redemption Yields:
Underlying growth from 0% 2.5% 5.0% 7.5% 10%
portfolio(per annum)
Gross Redemption Yield 12.7% 13.1% 13.6% 14.8% 17.2%
per Income Share
Following the Reorganisation becoming effective and on
the basis of the anticipated gross income yield and the
Income Reorganisation Price, the Income Shares would
have the following Gross Redemption Yields under the
same growth assumptions:
Underlying growth from 0% 2.5% 5.0% 7.5% 10.0%
portfolio(per annum)
Gross Redemption Yield 11.6% 12.4% 13.2% 14.1% 15.0%
per Income Share
These figures are produced for illustrative purposes
only, do not represent forecasts and should be read in
conjunction with the Assumptions and Risk Factors set
out in Part V of the Prospectus.
The Income Reorganisation Price per share is 72.9p.
Accordingly immediately following completion of the
Reorganisation (assuming no acceptance by him of the
Offer), an Income Shareholder will hold 729 Income
Shares for every 1,000 existing Income Shares held by
him immediately before the Reorganisation and pro rata
for any other holding of existing Income Shares
(fractions of Shares being rounded down).
(iii) Zero Coupon Preference Shares
The existing Zero Coupon Preference Shares have no
dividend rights and only limited voting rights but are
entitled to a preferential capital return on a winding-
up of the Company.
At the Company's launch the listing particulars
specified that the annual compound accumulation rate on
the Zero Coupon Preference Shares was 13 per cent. per
annum. However, owing to an error at the time of the
launch, this accrual rate set out in the listing
particulars and in subsequent Annual Reports and
Accounts was not reflected in the Articles of
Association, which provided instead for a compound
accumulation rate of 12.2 per cent. per annum. Based on
a 13 per cent. return, the Zero Coupon Preference Shares
would have been entitled to 489.8p per share on the
existing winding-up date of 31 August 2001. At a 12.2
per cent. return they are, however, only entitled to
446.6p per share, a difference of approximately 43p per
share.
This error was not discovered until November 1996. The
Company's Board was most concerned by this development
and took advice from Leading Counsel. This advice was to
the effect that the correct way to rectify the matter
would be by an amendment to the Articles. However, the
then holders of the Ordinary Shares and Income Shares,
who would benefit from the reduced capital entitlement
of the Zero Coupon Preference Shares, voted against the
proposed changes in the Articles at an extraordinary
general meeting held on 3 February 1997.
The Board also received advice from Leading Counsel
that, by virtue of the Limitation Act 1980, any attempt
to secure compensation by litigation directed at the
original error would be unlikely to succeed. The Board
has subsequently been advised that significant obstacles
exist to securing compensation by litigation on any
other basis.
The Board, therefore, attempted to obtain compensation
for Zero Coupon Preference Shareholders through
contribution from the various parties involved to a
voluntary compensation fund. The Board regret to have to
report that it has not proved possible to establish such
a fund.
In these circumstances, the Board has concluded that
these Proposals represent the only practicable method of
securing for the Zero Coupon Preference Shareholders an
improvement in their terms as compared with those set
out in the Company's existing Articles of Association.
The Proposals provide for the rights of the Zero Coupon
Preference Shares to be amended such that, based on the
Zero Coupon Preference Reorganisation Price of 357p and
the new annualised compound growth rate of approximately
8.5 per cent. following the Reorganisation, the Zero
Coupon Preference Shares will be entitled to a capital
entitlement equivalent to 639p per existing share on the
new Winding-up Date of 31 August 2005 and will have a
capital entitlement equivalent to 357p per existing
share immediately following the Reorganisation.
As at 31 August 2001, the capital entitlement of the
Zero Coupon Preference Shares following the
Reorganisation will be equivalent to 461p. This is
approximately 14p above the current entitlement of those
shares, at that date, of 446.6p.
These figures are produced for illustrative purposes
only, do not represent forecasts and should be read in
conjunction with the Assumptions and Risk Factors set
out in Part V of the Prospectus.
The Zero Coupon Preference Reorganisation Price is 357p.
Accordingly immediately following completion of the
Reorganisation (assuming no acceptance by him of the
Offer), a Zero Coupon Preference Shareholder will hold
3,570 Zero Coupon Preference Shares of 25p each for
every 1,000 existing Zero Coupon Preference Shares of #1
each held by him immediately before the Reorganisation
and pro rata for any other holding of Zero Coupon
Preference Shares (fractions of Shares being rounded
down).
Summary of the Cash Election
Ordinary Shareholders and Income Shareholders (other than
certain overseas holders) are being offered the opportunity to
elect to dispose of all (but not part only) of their existing
shareholdings for cash (subject to the Proposals becoming
unconditional) at 99.5 per cent. of the relevant Ordinary and
Income Reorganisation Prices. The Income Reorganisation Price
is 72.9p per Income Share. The Ordinary Reorganisation Price
will be 67 per cent. of the NAV per Ordinary Share on the
Valuation Date.
Institutional investors have been procured by Hoare Govett to
purchase sufficient existing Ordinary Shares and Income Shares
to ensure that Shareholders who make valid elections will have
their Cash Elections satisfied. Shareholders will not incur any
charges from selling their Ordinary Shares or Income Shares
through the Cash Election save for the 0.5 per cent. discount
to the relevant Reorganisation Price which reflects the stamp
duty payable by placees who acquire existing Shares rather than
New Shares (which do not attract stamp duty on being issued).
Current Market Prices of the Shares
As at 16 June 1998 (the latest practicable date prior to
publication of the Prospectus) the Ordinary Shares had a middle
market price of 56.5p and a published NAV of 107.63p. On this
basis, the Ordinary Reorganisation Price on that date, would be
72.1p per share which is above the middle market price of
56.5p.
As at 16 June 1998 (the latest practicable date prior to
publication of the Prospectus) the Income Shares had a middle
market price of 70.5p and a published NAV of 68.03p. The Income
Reorganisation Price of 72.9p is above the middle market price
of 70.5p.
Zero Coupon Preference Shareholders are not being offered a
cash exit facility but have the option of selling their Shares
in the market taking into account the relevant disposal costs,
such as commissions. The middle market price of the Zero Coupon
Preference Shares on 16 June 1998 (the latest practicable date
prior to publication of the Prospectus) was 356p and the NAV
per share was 307.58p.
Summary of the Placing and Offer of New Shares
(i) Placing of New Shares
Hoare Govett has procured commitments to subscribe for
up to 34,592,500 New Ordinary Shares, 34,532,500 New
Income Shares and 63,935,000 New Zero Coupon Preference
Shares in the Placing, at the relevant Offer Prices,
with 75 per cent. of each class being placed on a firm
basis and 25 per cent. being subject to clawback to
satisfy valid applications by Qualifying Holders in the
Offer as described below. The Placing is not
underwritten. The number of New Ordinary Shares, the
subject of the Placing will not be known until the
number of Ordinary Shares in issue immediately following
completion of the Reorganisation is known, which number
depends on the NAV of the Ordinary Shares at the
Valuation Date. On the basis of the NAV of the Ordinary
Shares on 16 June 1998 (the latest practicable date
prior to publication of the Prospectus) and the
resulting Ordinary Reorganisation Price of 72.1p, the
number of New Ordinary Shares which would be the subject
of the Placing would be approximately 34,592,500. The
number of New Shares issued pursuant to the Placing and
Offer will be such that, when aggregated with the
Ordinary Shares, Income Shares and Zero Coupon
Preference Shares in issue immediately following
completion of the Reorganisation, the ratio of Ordinary
Shares, Income Shares and Zero Coupon Preference Shares
in issue immediately following completion of the Placing
and Offer will be 1:1:2. New Shares may be issued
whether or not the maximum number available under the
Placing and Offer are subscribed.
(ii) Offer of New Shares
Qualifying Holders will be entitled to apply for in
aggregate up to 8,648,125 New Ordinary Shares, 8,633,125
New Income Shares and 15,983,750 New Zero Coupon
Preference Shares at the relevant Offer Prices and
subject to the terms and conditions set out in Part II
of this document. Insofar as New Ordinary Shares, New
Income Shares and New Zero Coupon Preference Shares the
subject of the Offer are not taken up by Qualifying
Holders, they will be taken up by placees procured by
Hoare Govett. Qualifying Holders may apply for any
number and any combination of New Ordinary Shares, New
Income Shares and New Zero Coupon Preference Shares up
to the maximum aggregate amount available.
There is no limit on the number of New Ordinary Shares,
New Income Shares and/or New Zero Coupon Preference
Shares that a Qualifying Holder may apply for and a
Qualifying Holder may apply for any class or combination
of classes of shares in any proportion. In the event of
over-subscription, scaling back will be on a basis to be
determined by the Directors. However, the Directors will
give priority firstly to Qualifying Holders subscribing
for New Shares of the same class as those which they
presently hold, and secondly to small applications for
New Shares.
The New Ordinary Shares and New Income Shares will rank
equally in all respects with the Ordinary Shares and
Income Shares respectively in issue on completion of the
Reorganisation including for the dividend payable in
December 1998 relating to the quarter ending 31 October
1998.
The Placing and the Offer are both conditional, inter alia,
upon the passing of the Resolutions and upon Admission of the
New Shares to the Official List of the London Stock Exchange
becoming effective.
The net proceeds of the Issue will be invested by the new
investment manager, BFS, in accordance with the Company's
revised investment objective and policy as set out below.
Board Changes
On Admission, the current Chairman Mr Peter Gray and Michael
Heathcoat Amory will resign as directors of the Company but
Martin Hamilton-Sharp will remain as a non-executive director
until the 1999 Annual General Meeting. Peter Kennedy (as
chairman), Jonathan Carr and Michael Wigley will join the Board
as non-executive Directors following completion of the
Reorganisation.
Peter Kennedy is the former managing director of Gartmore
Scotland Limited and is currently a director of Ivory & Sime
Optimum Income Trust II Plc, a non-executive director of
Ritchie Baird and Barclay Ltd. and a member of the board of
West of Scotland Water Authority.
Jonathan Carr has worked in the City of London since 1962 and
is a former director of the investment trust team of SBC
Warburg Dillon Read. He has been a member of the London Stock
Exchange since 1969 and has specialised in investment trusts
since that time.
Michael Wigley is a former director of Matheson Investment
Limited. and is currently chairman of Johnson Fry Guaranteed
Super Growth Scheme, deputy chairman of Johnson Fry Utilities
Trust Plc and a non-executive director of Development
Securities Plc.
Revised investment objective and policy
As part of the proposals it is intended that BFS will be
appointed as the Company's new investment manager and that a
revised investment objective and investment policy be adopted.
The investment objective is to provide an attractive level of
yield to Ordinary Shareholders and Income Shareholders while
maintaining the potential for capital growth, to provide the
preferred capital entitlement of the Zero Coupon Preference
Shares and Income Shares and to provide a reasonable prospect
for growth for the Ordinary Shares. BFS intends that the
majority of the Company's portfolio will be invested in income
and residual capital shares and conventional income shares
issued by investment trusts and other closed end funds with the
remainder in general equities (which may include Lloyds
underwriting vehicles and the securities of other investment
trusts which invest in general equities). Initially BFS intends
that 75 per cent. of the portfolio will comprise income and
residual capital shares and conventional income shares issued
by investment trusts and other closed end funds and 25 per
cent. will comprise general equities. The Proposed Directors
and BFS believe that the proposed portfolio composition,
together with the gearing afforded by the increased proportion
of Zero Coupon Preference Shares, should enable the Company to
earn and distribute an attractive level of income on the
Ordinary Shares and Income Shares, with the potential for
dividend growth over the Company's life, and the potential for
capital growth on the Ordinary Shares while also providing the
Income Shareholders and Zero Coupon Preference Shareholders
with their fixed capital entitlement.
BFS anticipates a gross yield of 7.5 per cent.* on the
Company's portfolio for the year ending 31 July 1999.
* This is an expected yield and estimate only, is derived from
a model portfolio compiled by BFS and is not intended to be,
nor should it be taken as, a forecast of profits.
Information on BFS
BFS is regulated by IMRO and specialises in the management of
investment trust companies through its division, BFS Fund
Managers with particular emphasis on the split capital trust
sector. BFS was founded in 1985 and is privately owned by its
directors. BFS Fund Managers' principal client is Geared Income
with assets of approximately #200 million which it established
in 1991 and which is a significant shareholder in the Company.
The BFS Group has over 5,600 clients and total funds under
management of over #300 million. Tony Reid is responsible for
the management of Geared Income's portfolio and is assisted by
Keith Bunyan and by the economic research of John Matatko, a
senior economist at Exeter University. The fund management team
includes two specialists in UK equities investment headed by
Paul Greenslade. Paul Greenslade has over 20 years analytical
and fund management experience covering UK, European and
International markets.
Existing management arrangements
In accordance with the existing management arrangements, Exeter
Asset Management Limited, the present Manager of the Company,
is entitled to receive a fixed management fee of 0.55 per cent.
of Shareholders' Funds (as defined in the Management Agreement)
plus a performance fee based on the relative out-performance of
Shareholders' Funds against the FTSE-All Share Index. The
Manager is entitled to a notice period of one year on
termination of the contract. The Board served protective notice
in respect of termination of the contract on the Manager by a
letter dated 26 March 1998.
As at 31 May 1998, the Company's net assets had risen by 36.20
per cent. since 31 August 1997. By comparison, the FTSE-All
Share Index had risen by 23.08 per cent. over the same period.
In order to terminate the existing management arrangements with
effect from Admission, the Board has agreed to pay the Manager
(i) the balance of the fixed management fee due from the
Effective Date of #111,510 (excluding value added tax) and (ii)
a performance fee of #348,181 (excluding value added tax) which
has been calculated by reference to the value of Shareholders'
Funds as at 31 May 1998. The performance fee has been
calculated by reference to the out-performance at 31 May 1998
and on the assumption that such level of out-performance would
continue until 31 August 1998. The Company's net asset values
have been adjusted to take into account these payments.
BFS has agreed that, if the Reorganisation goes ahead, it would
reduce its management fee referred to below by 0.55 per cent.
of the aggregate net assets of the Company immediately prior to
the Effective Date for the relevant number of months required
to mitigate the payment by the Board of the fixed fee element
of the payment referred to above. This enables the non-
performance related element of that expense to be recouped by
the Company during the initial period of BFS's appointment as
manager.
BFS will enter into a new management agreement with the Company
conditional upon the Proposals becoming effective which would
provide, inter alia, for a management fee of 0.75 per cent. of
the Company's net assets payable quarterly in arrears (subject
to the initial reduction referred to above), but with no
performance fee, and with a notice period of one year capable
of being served at any time after the first anniversary of the
commencement of the new management agreement.
In addition, on Admission, it is intended that Sinclair
Henderson Limited will be appointed as secretary of the Company
to provide secretarial and administration services in place of
Exeter Asset Management Limited.
Change of Name
In order to reflect the change to the Company's investment
policy and to identify the Company more closely with its new
investment manager, the Directors are proposing that the name
of the Company be changed from Exmoor Dual Investment Trust PLC
to BFS Income & Growth Trust PLC.
Dividends
The Directors announced on 19 June 1998 the payment of
dividends of 0.54p gross per Ordinary Share and 2.8p gross per
Income Share to be paid on 10 July 1998 to Shareholders on the
register on 3 July 1998. The Proposed Directors believe that it
will continue to be of benefit to Ordinary Shareholders and
Income Shareholders to have dividends paid regularly on pre-
determined dates and as soon as practicable after the end of
the period to which they relate. The Proposed Directors
therefore intend to pay dividends quarterly. In order to avoid
delay in payment, all dividends are expected to be interim
dividends. In the absence of unforeseen circumstances, three
interim dividends of an equal amount will be paid in December,
March and June each year and a fourth interim dividend of a
larger amount paid in September. The first dividend is expected
to be paid in December 1998.
New Articles of Association
The Company's existing Articles were adopted in 1988 and have
not been amended since that date. It is therefore proposed to
adopt new articles of association which will reflect the
amended rights of each class of Shares and the extended life of
the Company, provide expressly for the Shares to be held and
transferred in uncertificated form (that is, through CREST),
amend the Company's borrowing limits to an amount equivalent to
25 per cent. of the adjusted capital and reserves of the
Company and also reflect changes to the requirements of the
London Stock Exchange and current practice.
Change of Accounting Year-End
It is proposed that the year-end of the Company be changed from
31 August to 31 July. Accordingly, the Company's current
accounting period will be shortened and will end on 31 July
1998. The change of year end is desirable to enable the timing
of payment of dividends to Ordinary and Income Shareholders
discussed above. This change requires approval from Ordinary
Shareholders and Income Shareholders at their respective Class
Meetings.
Stock Exchange Dealings
The registers of Ordinary Shareholders, Income Shareholders and
Zero Coupon Preference Shareholders will be closed at 5.00 pm
on Friday, 10 July 1998. The last day for dealings in the
Ordinary Shares, Income Shares and Zero Coupon Preference
Shares on the London Stock Exchange by a normal rolling five
day settlement basis will be Thursday, 2 July 1998. As and
from Thursday, 2 July 1998, dealings will be for cash
settlement only and will be registered in the normal way for
transfer, accompanied by documents of title, if received by the
Company's registrars by 5.00 pm on Friday, 10 July 1998.
Transfers received after that time will be returned to the
person lodging them.
It is expected that dealings on the London Stock Exchange in
the Ordinary Shares, Income Shares and Zero Coupon Preference
Shares will be suspended with effect from close of dealings on
Friday, 10 July 1998 and that they will recommence on
completion of the Reorganisation and Admission of the New
Shares.
Shareholders' Approval
The Reorganisation and the Issue are conditional, inter alia,
upon the passing of the Resolutions and upon Admission. The
notices convening these meetings are set out at the end of this
document.
The Resolutions to be proposed at the Class Meetings will
sanction the variation of the rights of the Ordinary Shares,
Income Shares and Zero Coupon Preference Shares respectively
arising from the passing of the special resolution to be
proposed at the Extraordinary General Meeting and the proposed
revision to the Company's investment objective and policy and,
in the case of the meetings of Ordinary Shareholders and Income
Shareholders, will sanction the change in the Company's
accounting reference date.
Expected Timetable
1998
Offer Record Date 8 June
Interim Dividend Record Date 3 July
Latest time and date (to satisfy bona fide 3.00 pm on 8 July
market claims only) for splitting
Application Forms
Valuation Date 8 July
Payment of Interim dividend to Ordinary and 10 July
Income Shareholders
Latest time and date for receipt of 3.00 pm on 10 July
Application Forms and payment in full
Latest time and date for receiving Forms of 3.00 pm on 10 July
Election
Reorganisation Record Date and suspension close of business
of dealing in Shares 10 July
Latest time and date for lodging forms of
proxy for the
- separate Class Meeting of Ordinary 2.30 pm on 11 July
Shareholders
- separate Class Meeting of Income 2.32 pm on 11 July
Shareholders
- separate Class Meeting of Zero Coupon 2.34 pm on 11 July
Preference Shareholders
- Extraordinary General Meeting 2.36 pm on 11 July
Separate Class Meeting of Ordinary 2.30 pm on 13 July
Shareholders
Separate Class Meeting of Income 2.32 pm on 13 July
Shareholders
Separate Class Meeting of Zero Coupon 2.34 pm on 13 July
Preference Shareholders
Extraordinary General Meeting 2.36 pm on 13 July
Dealing commence in New Shares 20 July
Effective Date 20 July
Certificates for New Shares despatched by 20 July
Consideration under the Cash Election to be 20 July
despatched by
Recommendation
The Company's Directors, who have been advised by SBC Warburg
Dillon Read, consider that the Proposals set out in the
Prospectus are in the best interests of the Company and its
Shareholders as a whole. The Board accordingly is recommending
Shareholders to vote in favour of the Resolutions to be
proposed at the relevant meetings to approve the Placing and
Offer and the Reorganisation whether or not they themselves
wish to apply under the Offer or make the Cash Election. In
giving their advice SBC Warburg Dillon Read have taken into
account the Directors' commercial assessment of the Proposals.
The Directors intend to vote in favour of those Resolutions on
which they are entitled to vote in respect of, in aggregate,
5,200 Ordinary Shares (representing 0.07 per cent. of the
issued Ordinary Share capital) beneficially held by them.
Shareholders holding 3,400,000 Ordinary Shares (representing
45.3 per cent. of the issued Ordinary Share capital), 2,500,000
Income Shares (representing 33.3 per cent. of the issued Income
Share capital) and 1,153,870 Zero Coupon Preference Shares
(representing 25.6 per cent. of the issued Zero Coupon
Preference Share capital) have indicated their intention to
vote in favour of those Resolutions on which they are entitled
to vote.
Enquiries:
Peter Gray Tel: 0171 632 4508
Exmoor Dual Investment Trust PLC
Howard Myles/Will Rogers/John Szymanowski Tel: 0171 567 8000
SBC Warburg Dillon Read
Nick Boakes Tel: 0171 417 4170
Grandfield
Bob Cowdell Tel: 0171 601 0101
Hoare Govett Limited
END
MSCGBUQCQBGRGWB
Edenville Energy (LSE:EDL)
Historical Stock Chart
From May 2024 to Jun 2024
Edenville Energy (LSE:EDL)
Historical Stock Chart
From Jun 2023 to Jun 2024
