Grampian Investment Trust Plc Publication of Circular (8242G)
July 03 2012 - 9:49AM
UK Regulatory
TIDMGRMP
RNS Number : 8242G
Grampian Investment Trust Plc
03 July 2012
To: RNS
Date: 3 July 2012
GRAMPIAN INVESTMENT TRUST PLC (THE "COMPANY")
PUBLICATION OF CIRCULAR
Further to the announcement made by the Company on 12 June 2012,
the Company has today issued a circular (the "Circular") to its
shareholders ("Shareholders") in connection with recommended
proposals for the winding up and reconstruction of the Company (the
"Proposals").
The Proposals
Under the Proposals, all Shareholders will roll over their
entire investment in Grampian into shares in Troy Income &
Growth Trust plc ("TIGT"). TIGT is an investment trust company
which was launched in July 1988. Its investment objective is to
provide its shareholders with an attractive income yield and the
prospect of income and capital growth through investing in a
portfolio of predominantly UK equities. Its capital structure is
the simplest possible for an investment trust, consisting only of
ordinary shares.
In selecting TIGT as the most suitable rollover vehicle for
Grampian Shareholders, the Board has had particular regard to the
following:
-- TIGT's investment objective and policy are substantially the
same as Grampian's and TIGT is managed by the same investment
manager with a strong track record;
-- Grampian shareholders are expected to receive a similar dividend yield on the new TIGT shares;
-- TIGT has a lower total expense ratio than can be achieved by Grampian in its current form;
-- TIGT operates a discount control mechanism which should
significantly reduce the risk that shares will trade at a material
discount to their net asset value; and
-- TIGT has a current market capitalisation of over GBP70
million which will provide considerably improved liquidity for
Grampian shareholders.
Final interim dividend
The Board intends that the Company will pay a final interim
dividend of 9p per share in respect of the period from 1 May 2012
to 2 August 2012 to Shareholders on the Register at the close of
business on 13 July 2012.
Costs of the Proposals
The direct costs of the Proposals which are to be borne by the
Company (including irrecoverable VAT but including stamp duty
and/or stamp duty reserve tax which is payable on the transfer of
the assets constituting the Rollover Pool from the Company to TIGT)
are expected to be around GBP210,000. If the Scheme becomes
unconditional, the Company will make a fixed contribution of
GBP170,000 to TIGT in respect of its costs and expenses relating to
its participation in the Proposals. No costs will be incurred by
the Company in terminating its investment management agreement with
Troy.
If the Proposals are not approved by Shareholders, the Company
will suffer abortive costs of GBP132,000.
General Meetings
The implementation of the Proposals will require Shareholders to
vote in favour of resolutions to be proposed at general meetings of
the Company (the "General Meetings") which have been convened for
11.00 a.m. on 26 July 2012 and 12 noon on 3 August 2012. The
notices convening the General Meetings, which set out in full the
terms of the resolutions which are to be proposed, are set out in
the Circular. The General Meetings will be held at the offices of
Dickson Minto W.S., 16 Charlotte Square, Edinburgh EH2 4DF.
Expected Timetable
2012
Expected Ex-dividend date for Final Interim 11 July
Dividend
Expected Record date for Final Interim 13 July
Dividend
Latest time and date for receipt of Forms
of Proxy from Shareholders in respect of 11.00 a.m. on
the First General Meeting 24 July
Date from which it is advised that dealings 8.00 a.m. on
in Shares should only be for cash settlement 26 July
and immediate delivery of documents of
title
First General Meeting 11.00 a.m. on
26 July
Final Interim Dividend expected to be paid 27 July
to Shareholders
Shares disabled in CREST* 6.00 p.m. on
30 July
Record Date for the calculation of Shareholders' close of business
entitlements under the Scheme on 30 July
Calculation Date close of business
on 31 July
Latest time and date for receipt of Forms 12 noon on 1
of Proxy from Shareholders in respect of August
the Second General Meeting
Listing of Shares on the Official List 7:30 a.m. on
suspended 3 August
Second General Meeting 12 noon on 3
August
Effective Date for implementation of the 3 August
Scheme and commencement of the liquidation
of the Company
Admission to listing of the New TIGT Shares 6 August
New TIGT Shares issued in uncertified form 8.00 a.m. on
credited to CREST accounts of Shareholders 6 August
Definitive certificates in respect of New week commencing
TIGT Shares issued in certificated form 13 August
despatched to Shareholders
Cancellation of listing of Shares on the 8.00 a.m. on
Official List a business day
in the period
commencing on
4 September 2012
and ending on
3 August 2013
* For the avoidance of doubt, the Company's register of members
will remain open until the Effective Date.
Each of the times and dates in the expected timetable may be
extended or brought forward without further notice. If any of the
above times and/or dates change, the revised time(s) and/or date(s)
will be notified to Shareholders by an announcement through a
Regulatory Information Service provider. Words and expressions
defined in the Circular have the same respective meanings in this
announcement.
A copy of the Circular has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.hemscott.com/nsm.do
Enquiries:
Douglas Armstrong, Dickson Minto W.S. Tel: 020 7649 6823
Steven Cowie, Personal Assets Trust Administration Company
Limited
Company Secretary Tel: 0131 538 6604
This information is provided by RNS
The company news service from the London Stock Exchange
END
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