AOT Anglo & Oseas

RNS Number:6731L
Anglo & Overseas Trust PLC
28 April 2005

Anglo & Overseas Trust PLC

The Directors of Anglo & Overseas Trust PLC ("Anglo & Overseas" or "the Company
") announce outline proposals for the voluntary winding-up and reconstruction of
the Company together with the appointment of a new investment manager.

*        The aim of the proposals will be to enhance shareholder value, while at
the same time providing those shareholders who wish to the opportunity to remain
invested in an investment trust with a similar objective to that of Anglo &
Overseas.

*        Anglo & Overseas will be wound up voluntarily and Anglo & Overseas
shareholders will have the choice of either:

o       receiving shares in a new investment trust ("New Anglo"), which will be
managed by Edinburgh Partners Limited ("Edinburgh Partners"); and/or

o       receiving cash

Outstanding debentures will be repaid in accordance with their terms

*        New Anglo's investment objective will be to provide shareholders with
above average returns over the longer term through both capital appreciation and
income growth.  New Anglo's assets will be invested principally in publicly
quoted companies worldwide, but its investment policy will be research driven
with greater emphasis on stock selection than has been the case with Anglo &
Overseas.

*        Edinburgh Partners was founded in 2003 as a new specialist investment
management firm to focus exclusively on achieving returns for investors based on
global investment analysis of the highest quality.

A circular is being posted today to give formal notice of an Extraordinary
General Meeting to be held on Thursday 28 July 2005.

Robert Alcock, Chairman of Anglo & Overseas, commented "The Board of Anglo &
Overseas reviewed a number of options aimed at enhancing shareholder value and
believes that the proposals put forward are in the best interests of
shareholders.  I am particularly excited by the opportunities represented by New
Anglo, which will focus on achieving above average returns using high quality
research and analysis.  The management team of Edinburgh Partners has a strong
track record and we are confident of their ability to deliver value to our
shareholders."

Dr Sandy Nairn, Chief Executive of Edinburgh Partners, commented "The belief in
investment trusts as ideal wealth management vehicles lay behind the creation of
Edinburgh Partners and its focus on investment trust management.  We are really
excited by the prospect of managing New Anglo and are confident that we can
achieve high quality returns for investors through our rigorous research-based
approach."

Enquiries

Robert Alcock                                         via 0207 638 9571
Chairman

Angus Gordon Lennox                                   020 7588 2828
JPMorgan Cazenove Limited

Dr Sandy Nairn                                        0131 272 2701
Edinburgh Partners

Michael Berkeley                                      0207 638 9571
Sarah Gestetner
Citigate Dewe Rogerson


Anglo & Overseas Trust PLC

Outline proposals for the voluntary winding-up and reconstruction of the Company
and appointment of new manager

Introduction

The Directors of Anglo & Overseas Trust PLC ("Anglo & Overseas") are today
posting a circular (the "Circular") to shareholders outlining proposals for the
voluntary winding-up and reconstruction of the Company (the "Proposals") and the
appointment of a new investment manager. The aim of the Proposals will be to
enhance shareholder value, while at the same time providing those shareholders
who wish to the opportunity to remain invested in an investment trust with a
similar objective to that of Anglo & Overseas.

Under the Proposals, Anglo & Overseas will be wound up voluntarily and Anglo &
Overseas shareholders will be able to elect to receive shares in a new
investment trust ("New Anglo"), which will be managed by Edinburgh Partners
Limited ("Edinburgh Partners"), and/or to receive cash.  If the Proposals become
effective and the Company is wound up, the Company's Debentures will be repaid
in accordance with their respective terms as described below.

The purpose of the Circular is to give shareholders an outline of the Proposals
and formal notice of an Extraordinary General Meeting of the Company to be held
to consider the voluntary winding up of Anglo & Overseas which will form part of
the Proposals. Full details of the Proposals will be contained in a further
circular which will be sent to shareholders as soon as the Proposals have been
finalised.  The Circular is for information only and shareholders are not
required to vote or take any other action at this stage.

Background to the Proposals and the appointment of a new manager

Performance has for some time been disappointing, particularly when measured
against the Company's peer group, and the Directors have also been conscious
that certain of the Company's shareholders are looking to realise their
investment at close to net asset value in the short term. In light of this, and
given the uncertainty surrounding the continued ownership by Deutsche Bank of
the Company's investment manager, DWS Investment Trust Managers Limited ("DWS"),
the Directors undertook a thorough review of available options and of possible
managers, which led to the formulation of the Proposals and the decision to
appoint Edinburgh Partners as the Company's new investment manager.

Outline of the Proposals

Under the Proposals, Anglo & Overseas will be wound up voluntarily and a scheme
of reconstruction under section 110 of the Insolvency Act 1986 will be put in
place under which Anglo & Overseas shareholders will be able to elect to receive
shares in New Anglo and/or to receive cash at close to net asset value after
taking into account the repayment of the Company's 9 per cent. Secured
Debentures 2012 (the "2012 Debentures") and 8.5 per cent. Debenture Stock 2020
(the "2020 Debenture Stock") (together, the "Debentures") and all the costs of
implementing the Proposals, including the costs of establishing and launching
New Anglo. Shareholders (other than certain overseas shareholders) who do not
make an election under the scheme of reconstruction will receive shares in New
Anglo.

Effect of the Proposals on the Debentures

If the Company is wound up as part of the Proposals, the Debentures will be
repaid in accordance with their respective terms (which differ for the two
issues) two business days after the date of winding-up, as follows:

 (a)       The 2012 Debentures will be repaid at a price of #118.736 per #100
nominal, together with accrued interest. This price is the average of the
middle-market quotations for the 2012 Debentures set out in the Stock Exchange
Daily Official List for the three weeks ending yesterday.

(b)        The 2020 Debenture Stock will be repaid at the price at which its
gross redemption yield is the same as the gross redemption yield of the 8 3/4
per cent. Treasury Stock 2017 as at 3.00 p.m. today, together with accrued
interest. For illustrative purposes, if that calculation had been performed as
at 3.00 p.m. yesterday and assuming repayment on 1 August 2005, the price would
have been #143.412 per #100 nominal. The Company will announce the price in due
course, once it has been calculated.

New Anglo

New Anglo's investment objective will be to provide shareholders with above
average returns over the longer term through both capital appreciation and
income growth. New Anglo's assets will be invested principally in publicly
quoted companies worldwide, but its investment policy will be research driven
with greater emphasis on stock selection than has been the case with Anglo &
Overseas. It is intended that there will be concentrated UK and international
portfolios.

Further information on New Anglo will be contained in a prospectus of New Anglo,
which will be sent to shareholders at the same time as the circular containing
full details of the Proposals.

Edinburgh Partners

Edinburgh Partners was founded in 2003 as a new specialist investment management
firm to focus exclusively on achieving returns for investors based on global
investment analysis of the highest quality. The investment team, led by Dr Sandy
Nairn and Graham Campbell, comprises experienced investment professionals with
strong performance records and who believe rigorous fundamental research allied
to patience is the basis of long-term investment success.

Edinburgh Partners currently manages one investment trust, EP Global
Opportunities Trust plc ("EPGOT"), which was launched in December 2003 and the
objective of which is to provide shareholders with an attractive real long term
return by investing globally in undervalued securities. In the period since its
launch to 31 March 2005 the net asset value per EPGOT share increased (in
Sterling terms) by 19.72 per cent. from the initial issue price of 100p,
compared with a rise in the MSCI All Country World Index over the same period of
10.49 per cent. The investment policy of EPGOT is similar to that which is
proposed for New Anglo.  Since launch, shares in EPGOT have traded at a narrow
discount or small premium to net asset value and as at 26 April 2005 (the latest
practicable date before the publication of this announcement) were trading at a
premium of 1.69 per cent. to net asset value. Since December 2003 EPGOT has
increased its initial issued share capital by approximately 6 per cent. through
further share issues, each of which was at a premium to net asset value.

Management arrangements for New Anglo

Under the management agreement to be entered into by New Anglo, Edinburgh
Partners will be entitled to a management fee at the rate of 0.5 per cent. per
annum (plus VAT) of New Anglo's market capitalisation, which fee will be
calculated and payable quarterly. Edinburgh Partners will also be entitled to a
separate fee of #100,000 per annum (plus VAT) in respect of secretarial and
administration services, which fee will be index-linked annually in line with
inflation. Edinburgh Partners has agreed to waive its management fee for the
first 12 months of the contract. The agreement will be for an initial period of
two years, with either party being entitled to terminate the agreement by giving
12 months' notice at any time after the first anniversary of the commencement of
the agreement.

The principal investment managers at Edinburgh Partners who will be responsible
for the management of New Anglo's assets will be Dr Sandy Nairn and Graham
Campbell, both of whom were founding partners of Edinburgh Partners.

Management of the Company's portfolio

In order to facilitate the re-alignment of the Company's portfolio prior to the
transfer of assets to New Anglo under the scheme of reconstruction, the
Directors have decided to appoint Edinburgh Partners as the Company's investment
manager as soon as arrangements for a smooth handover can be put in place.
Accordingly, the Directors have given notice to DWS to terminate the existing
management agreement. Edinburgh Partners will be entitled to receive a
management fee of #250,000 (plus VAT) in respect of the period from its
appointment to the date of Anglo & Overseas' winding-up.  No compensation will
be payable to Edinburgh Partners on termination of the appointment.

Implementation of the Proposals

Implementation of the Proposals will require approval by shareholders at two
separate extraordinary general meetings of the Company. The first meeting will,
inter alia, seek approval for the scheme of reconstruction under section 110 of
the Insolvency Act 1986 and authorise its implementation by the liquidators. The
purpose of the second meeting on Thursday 28 July 2005 will be to consider the
voluntary winding up of the Company and to approve the formal appointment of
liquidators. The resolution to wind up the Company will only be put if all the
resolutions proposed at the first meeting have been passed.

A circular containing full details of the Proposals in their final form and a
prospectus in relation to New Anglo will be sent to Anglo & Overseas
shareholders in due course. It is currently expected that these documents will
be despatched in June.

Shareholders are not required to take any action at this stage.

Enquiries
Robert Alcock                                         via 0207 638 9571
Chairman

Angus Gordon Lennox                                   020 7588 2828
JPMorgan Cazenove Limited

Dr Sandy Nairn                                        0131 272 2701
Edinburgh Partners

Michael Berkeley                                      0207 638 9571
Sarah Gestetner
Citigate Dewe Rogerson



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

MSCILFLESDITFIE

Anglo & Overseas (LSE:AOT)
Historical Stock Chart
From Jun 2024 to Jul 2024

Anglo & Overseas (LSE:AOT)
Historical Stock Chart
From Jul 2023 to Jul 2024