TIDMMEQI
24 FEBRUARY 2011
M&G EQUITY INVESTMENT TRUST P.L.C.
UPDATE ON RECOMMENDED PROPOSALS
In the context of the recommended proposals for the winding-up and
reconstruction of the Company as set out in the Circular dated 12 January 2011,
M&G Equity Investment Trust P.L.C. announces the following.
Results of Meetings
At the Extraordinary General Meeting of the Company and the separate general
meetings of the holders of Income Shares, Capital Shares and Zero Dividend
Shares holders, all resolutions proposed were duly passed.
The full text of the resolutions passed are set out in full as an appendix to
this announcement.
Elections
Valid elections and deemed elections were received as follows for the Options:
+-----------------+------------+--------------+-------------+-----------+------+
| | M&G HIT |M&G Corporate | M&G Global |Cash Option|Total |
| | Package | Bond Fund |Dividend Fund| | |
| | Units | | | | |
+-----------------+------------+--------------+-------------+-----------+------+
|Zero Dividend | 13.8% | 0.9% | 9.6% | 75.6% |100.0%|
| Shares | | | | | |
+-----------------+------------+--------------+-------------+-----------+------+
|Income Shares (1)| n/a | n/a | n/a | n/a | n/a |
+-----------------+------------+--------------+-------------+-----------+------+
|Capital Shares| 8.9% | n/a | n/a | 91.1% |100.0%|
|(2) | | | | | |
+-----------------+------------+--------------+-------------+-----------+------+
|Package Units | 63.9% | 4.1% | 8.5% | 23.5% |100.0%|
|(comprising one | | | | | |
|of each of the | | | | | |
|above Share | | | | | |
|classes) | | | | | |
+-----------------+------------+--------------+-------------+-----------+------+
Notes:
(1) Income Shareholders will receive any capital entitlements in the liquidation
of the Company as cash payments;
(2) Capital Shareholders were not offered the M&G OEIC Options.
Reclassified Shares
Application will be made to the UK Listing Authority to amend the Official List
to reclassify the Income Shares, Capital Shares and Zero Dividend Shares as set
out below:
+------------------------------------------------------------------------------+
|Reclassified Share Class Number of Shares|
+------------------------------------------------------------------------------+
|Reclassified Shares with I1 Rights of 1p each - ISIN 68,609,935 |
|GB00B640VM60 |
+------------------------------------------------------------------------------+
|Reclassified Shares with I2 Rights of 1p each - ISIN 4,368,599 |
|GB00B664Q541; |
+------------------------------------------------------------------------------+
|Reclassified Shares with I3 Rights of 1p each - ISIN 9,108,409 |
|GB00B3M9GC94; |
+------------------------------------------------------------------------------+
|Reclassified Shares with I4 Rights of 1p each - ISIN 92,457,196 |
|GB00B3P7M114; |
+------------------------------------------------------------------------------+
|Reclassified Shares with C1 Rights of 1p each - ISIN 74,568,081 |
|GB00B64YJ914; |
+------------------------------------------------------------------------------+
|Reclassified Shares with C2 Rights of 1p each - ISIN 4,368,599 |
|GB00B61S1M30; |
+------------------------------------------------------------------------------+
|Reclassified Shares with C3 Rights of 1p each - ISIN 9,108,409 |
|GB00B605W666; |
+------------------------------------------------------------------------------+
|Reclassified Shares with C4 Rights of 1p each - ISIN 86,499,050 |
|GB00B674DC97; |
+------------------------------------------------------------------------------+
|Reclassified Shares with Z1 Rights of 1p each - ISIN 77,875,828 |
|GB00B670ZJ80; |
+------------------------------------------------------------------------------+
|Reclassified Shares with Z2 Rights of 1p each - ISIN 4,991,432 |
|GB00B61PH045; |
+------------------------------------------------------------------------------+
|Reclassified Shares with Z3 Rights of 1p each - ISIN 15,584,560 |
|GB00B677GR45; |
+------------------------------------------------------------------------------+
|Reclassified Shares with Z4 Rights of 1p each - ISIN 76,092,319 |
|GB00B65D6P27. |
+------------------------------------------------------------------------------+
Reclassification is expected to take effect from 8 a.m. on 3 March 2011.
Expected Completion Timetable
The expected timetable for the completion of the transaction is as follows:
+-------------------------------------+----------------------------------------+
|Wednesday 2 March 2011 |Expected payment date for Third Interim|
| |Dividend; |
| |10.00 a.m. Latest time and date for|
| |receipt of Forms of Proxy and CREST|
| |Proxies for Second EGM; |
| |12.00 noon Calculation Date; |
| |12.00 noon Calculation of the issue|
| |price of Securities in M&G High Income|
| |to be issued pursuant to the Scheme; |
| | |
+-------------------------------------+----------------------------------------+
|Thursday 3 March 2011 |8.00 a.m. Opening of the Company's|
| |register of Shareholders and dealings in|
| |Reclassified Shares on the London Stock|
| |Exchange expected to commence; |
| | |
+-------------------------------------+----------------------------------------+
|Friday 4 March 2011 |Effective Date for the implementation of|
| |the Proposals; |
| |7.30 a.m. Dealings in Reclassified|
| |Shares suspended; |
| |10.00 a.m. |
| |Second EGM |
| |Company placed into liquidation; |
| |12.00 noon |
| |Calculation of the issue price for M&G|
| |Corporate Bond Fund Shares and the M&G|
| |Global Dividend Fund Shares; |
| |Issue of the M&G Corporate Bond Fund|
| |Shares and the M&G Global Dividend Fund|
| |Shares; |
| | |
+-------------------------------------+----------------------------------------+
|Sunday 6 March 2011 |10.00 a.m. Latest time and date for|
| |receipt of Forms of Proxy and CREST|
| |Proxies for the Third EGM; |
| | |
+-------------------------------------+----------------------------------------+
|Monday 7 March 2011 |Confirmation letters despatched for|
| |Securities issued in uncertificated form|
| |in respect of the M&G Corporate Bond|
| |Fund Option and the M&G Global Dividend|
| |Fund Option; |
| | |
+-------------------------------------+----------------------------------------+
|Tuesday 8 March 2011 (or as soon as|CREST accounts credited with cash in|
|practicable thereafter) |respect of the Cash Option; |
| |Cheques despatched in respect of the|
| |Cash Option; |
| | |
+-------------------------------------+----------------------------------------+
|Tuesday 8 March 2011. |10.00 a.m. Third EGM; |
| |Securities in M&G High Income issued|
| |pursuant to the Scheme; |
| |Securities issued in uncertificated form|
| |credited to the stock accounts in CREST|
| |of the persons entitled thereto in|
| |respect of the Package Unit Option; |
| | |
+-------------------------------------+----------------------------------------+
|Monday 14 March 2011 (or as soon as|Certificates despatched for Securities|
|practicable thereafter) |issued in certificated form in respect|
| |of the Package Unit Option; |
| | |
+-------------------------------------+----------------------------------------+
|By Friday 2 March 2012 |Listing on the London Stock Exchange of|
| |Reclassified Shares cancelled. |
| | |
+-------------------------------------+----------------------------------------+
Definitions
The information in this announcement should be read in conjunction with the full
text of the Circular. Capitalised terms used in this announcement shall, unless
the context otherwise requires, bear the meaning given to them in the circular
issued by M&G Equity Investment Trust P.L.C. dated 12 January 2011.
Enquiries
Nathan Brown, Numis Securities: 020 7260 1426
Jonathan McClelland, Secretary: 020 7548 3027
APPENDIX - RESOLUTIONS PASSED
GENERAL MEETING OF HOLDERS OF INCOME SHARES
SPECIAL RESOLUTION: THAT the passing of the Special Resolution set out in the
Notice of the First Extraordinary General Meeting of the Company to be held on
24 February 2011, or any adjournment thereof, and the Special Resolution set out
in the Notice of the Second Extraordinary General Meeting of the Company to be
held on 4 March 2011 or any adjournment thereof and any and every variation of
the rights attached to the Income Shares of the Company involved in or effected
by the passing or implementation of such Resolution be hereby sanctioned.
GENERAL MEETING OF HOLDERS OF CAPITAL SHARES
SPECIAL RESOLUTION: THAT the passing of the Special Resolution set out in the
Notice of the First Extraordinary General Meeting of the Company to be held on
24 February 2011, or any adjournment thereof, and the Special Resolution set out
in the Notice of the Second Extraordinary General Meeting of the Company to be
held on 4 March 2011 or any adjournment thereof and any and every variation of
the rights attached to the Capital Shares of the Company involved in or effected
by the passing or implementation of such Resolution be hereby sanctioned.
GENERAL MEETING OF HOLDERS OF ZERO DIVIDEND SHARES
SPECIAL RESOLUTION: THAT the passing of the Special Resolution set out in the
Notice of the First Extraordinary General Meeting of the Company to be held on
24 February 2011, or any adjournment thereof, and the Special Resolution set out
in the Notice of the Second Extraordinary General Meeting of the Company to be
held on 4 March 2011 or any adjournment thereof and any and every variation of
the rights attached to the Zero Dividend Shares of the Company involved in or
effected by the passing or implementation of such Resolution be hereby
sanctioned.
FIRST EXTRAORDINARY GENERAL MEETING OF THE COMPANY
SPECIAL RESOLUTION:
1That:
(A)
1.1with effect from the date (the "Amendment Date") on which the amendment to
the Official List to reflect the reclassification of the Shares as Reclassified
Shares becomes effective each of the Income Shares of 1p each, the Capital
Shares of 1p each and the Zero Dividend Shares of 1p each in the capital of the
Company (together the "Shares") in issue at the date of the passing of this
Resolution shall be reclassified as Shares the holder of which has (or is deemed
to have) elected to have reclassified as Shares with Zl Rights, I1 Rights, C1
Rights, Z2 Rights, I2 Rights, C2 Rights, Z3 Rights, I3 Rights, C3 Rights, Z4
Rights, I4 Rights or C4 Rights, as the case may be, (the "Reclassified
Shares") in such respective numbers as may be required to give effect to any
Election validly made (or deemed to have been made) by the holders of Shares and
otherwise in accordance with the terms of the Scheme set out in Part IV of the
circular dated 12 January 2011 to the Shareholders and Package Unitholders of
the Company (the "Circular"), a copy of which has been laid before the meeting
and signed for the purpose of identification by the Chairman;
1.2 for the purposes of this Special Resolution:
1.2.1to the extent any holder of Zero Dividend Shares shall have validly elected
(or shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, M&G HIT Package Units, such Shares shall be
reclassified as Shares with Zl Rights;
1.2.2 to the extent any holder of Capital Shares shall have validly elected (or
shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, M&G HIT Package Units, such Shares shall be
reclassified as Shares with Cl Rights;
1.2.3to the extent any holder of Package Units shall have validly elected (or
shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, M&G HIT Package Units, the Zero Dividend Shares
comprised in such Package Units shall be reclassified as Shares with Zl Rights,
the Income Shares comprised in such Package Units shall be reclassified as
Shares with I1 Rights and the Capital Shares comprised in such Package Units
shall be reclassified as Shares with Cl Rights;
1.2.4 to the extent any holder of Zero Dividend Shares shall have validly
elected (or shall be deemed to have elected) for, and under the terms of the
Scheme will become entitled to receive, M&G Corporate Bond Fund Shares, such
Shares will be reclassified with Z2 Rights;
1.2.5 to the extent any holder of Package Units shall have validly elected (or
shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, M&G Corporate Bond Fund Shares, the Zero Dividend
Shares comprised in such Package Units shall be reclassified as Shares with Z2
Rights, the Income Shares comprised in such Package Units shall be reclassified
as Shares with I2 Rights and the Capital Shares comprised in such Package Units
shall be reclassified as Shares with C2 Rights;
1.2.6 to the extent any holder of Zero Dividend Shares shall have validly
elected (or shall be deemed to have elected) for, and under the terms of the
Scheme will become entitled to receive, M&G Global Dividend Fund Shares, such
Shares shall be reclassified with Z3 Rights;
1.2.7 to the extent any holder of Package Units shall have validly elected (or
shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, M&G Global Dividend Fund Shares, the Zero Dividend
Shares comprised in such Package Units shall be reclassified as Shares with Z3
Rights, the Income Shares comprised in such Package Units shall be reclassified
as Shares with I3 Rights and the Capital Shares comprised in such Package Units
shall be reclassified as Shares with C3 Rights;
1.2.8 to the extent any holder of Zero Dividend Shares shall have validly
elected (or shall be deemed to have elected) for, and under the terms of the
Scheme will become entitled to receive, the Cash Option, such Shares shall be
reclassified as Shares with Z4 Rights;
1.2.9 to the extent any holder of Income Shares shall be deemed to have elected
for, and under the terms of the Scheme will become entitled to receive the Cash
Option, such Shares shall be reclassified as Shares with I4 Rights;
1.2.10 to the extent any holder of Capital Shares shall have validly elected (or
shall be deemed to have elected) for, and, under the terms of the Scheme, will
become entitled to receive the Cash Option, such Shares shall be reclassified as
Shares with C4 Rights;
1.2.11 to the extent any holder of Package Units shall have validly elected (or
shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, the Cash Option, the Zero Dividend Shares comprised
in such Package Units shall be reclassified as Shares with Z4 Rights, the Income
Shares comprised in such Package Units shall be reclassified as Shares with I4
Rights and the Capital Shares comprised in such Package Units shall be
reclassified as Shares with C4 Rights;
1.3 each of the holders of Shares with the rights set out in paragraph 1.2 above
shall have the respective rights set out in the Articles of Association of the
Company as amended by this Special Resolution;
1.4 the Articles of Association of the Company be amended with effect from the
Amendment Date by:
1.4.1 deleting Article 4.1 and substituting the following:
"The holders of the zero dividend shares of 1 pence each ("Zero Dividend
Shares"), designated as Zero Dividend Shares with Zl Rights, Z2 Rights, Z3
Rights and Z4 Rights, income shares of 1 pence each ("Income Shares"),
designated as Income Shares with Il Rights, I2 Rights, I3 Rights, and I4 Rights,
and capital shares of 1 pence each ("Capital Shares"), designated as Capital
Shares with Cl Rights, C2 Rights, C3 Rights, and C4 Rights, in each case in such
respective numbers as shall result from the passing at an Extraordinary General
Meeting of the Company convened for 24 February 2011 (or any adjournment
thereof) of the Special Resolution set out in the notice thereof, shall have the
rights set out in this Article";
1.4.2 inserting the following Article as Article 4A:
"The rights attaching to the Income Shares, Capital Shares and Zero Dividend
Shares shall be as follows:
(i) in relation to dividends, interest and entitlements on the winding-up of the
Company:
(a) the Shares with Zl Rights, Il Rights and C1 Rights and shall be entitled
only to dividends and/or interest deriving from profits of the segregated
business constituting the A Fund and to amounts in the winding-up of the Company
which are in aggregate equal to the net assets of the A Fund;
(b) the Shares with Z2 Rights, I2 Rights and C2 Rights shall be entitled only to
dividends and/or interest deriving from profits of the segregated business
constituting the B Fund and to amounts in the winding-up of the Company which
are in aggregate equal to the net assets of the B Fund;
(c) the Shares with Z3 Rights, I3 Rights and C3 Rights shall be entitled only to
dividends and/or interest deriving from profits of the segregated business
constituting the C Fund and to amounts in the winding-up of the Company which
are in aggregate equal to the net assets of the C Fund;
(d) the Shares with Z4 Rights, I4 Rights and C4 Rights shall be entitled only to
dividends and/or interest deriving from profits of the segregated business
constituting the D Fund and to amounts in the winding-up of the Company which
are in aggregate equal to the net assets of the D Fund;
(ii) in a winding-up of the Company in circumstances where the Special
Resolution contained in the notice of general meeting of Income Shareholders,
the Special Resolution contained in the notice of general meeting of the Capital
Shareholders, the Special Resolution contained in the notice of the general
meeting of the Zero Dividend Shareholders, the Special Resolution contained in
the notice of the First Extraordinary General Meeting, convened for 24 February
2011 and the Special Resolution contained in the notice of the Second
Extraordinary General Meeting convened for 4 March 2011, have been passed and
have become unconditional, they shall have the following additional rights
notwithstanding anything to the contrary in these Articles of Association:
(a)the rights of the holders of Shares with Zl Rights, I1 Rights and C1 Rights
in respect of assets of the Company shall be satisfied by the issue to such
holders of the numbers of M&G HIT Package Units to which they shall respectively
be entitled in accordance with the Scheme;
(b) the rights of the holders of Shares with Z2 Rights, I2 Rights and C2 Rights
in respect of assets of the Company shall be satisfied by the issue to such
holders of the numbers of M&G Corporate Bond Fund Shares to which they shall
respectively be entitled in accordance with the Scheme;
(c) the rights of holders of Shares with Z3 Rights, I3 Rights and C3 Rights in
respect of assets of the Company shall be satisfied by the issue to such holders
of the numbers of M&G Global Dividend Fund Shares to which they shall
respectively be entitled in accordance with the Scheme;
(d) the rights of holders of Shares with I4 Rights, C4 Rights and Z4 Rights in
respect of assets of the Company shall be satisfied by a payment of such cash
amount as they shall respectively be entitled in accordance with the Scheme;
Subject to the special rights set out above, for all other purposes of these
Articles of Association, the Shares with Z1 Rights, I1 Rights, C1 Rights, Z2
Rights, I2 Rights, C2 Rights, Z3 Rights, I3 Rights, C3 Rights, I4 Rights, C4
Rights and Z4 Rights shall continue to be Shares and these Articles of
Association shall be construed accordingly. Words and expressions defined in the
circular dated 12 January 2011 to Shareholders and Package Unitholders (the
"Circular") shall bear the same respective meanings in this Article 4A, save
where the context otherwise requires";
1.4.3 deleting Article 4.3.1(i) and substituting with the following:
"first, there shall be paid to holders of Zero Dividend Preference Shares (and
distributed amongst such holders rateably in accordance with the amounts paid or
credited as paid up on the Zero Dividend Preference Shares held by them
respectively) an amount equal to 31 pence per Zero Dividend Preference Share as
increased on the eighth day of each month at such rate, compounded each month,
as will give an entitlement to 100 pence at 4 March 2011 the first such increase
occurring on 8th April 1996 and the last on 4 March, 2011;"
1.5 from the Amendment Date, the undertaking of the Company shall be divided
into 3 segregated funds and the liquidation fund. On that date, the Directors
shall allocate to each of the segregated businesses assets and liabilities such
that the values of each such segregated business are equal to those set out in
paragraph 4.2 of the Scheme, and
(B)
1.6 Subject to the fulfilment or, to the extent permitted, earlier waiver of the
conditions set out in paragraph 15 of the scheme (the "Scheme") contained in
Part IV of the Circular (other than the passing of this Resolution), which
includes the passing of the Special Resolution at the General Meeting of Income
Shareholders set out in the notice of the meeting of Income Shareholders
convened for 24 February 2011 (or any adjournment thereof), the passing of the
Special Resolution at the General Meeting of Capital Shareholders set out in the
notice of the meeting of Capital Shareholders convened for 24 February 2011 (or
any adjournment thereof) and the passing of the Special Resolution at the
General Meeting of Zero Dividend Shareholders set out in the notice of the
meeting of Zero Dividend Shareholders convened for 24 February 2011 (or any
adjournment thereof) (copies of which have been laid before this Meeting and
signed by the Chairman for the purpose of identification):
1.6.1notwithstanding anything to the contrary in the Articles of Association of
the Company, the Scheme (a copy of which has been laid before this Meeting and
signed by the Chairman for the purpose of identification) be and is hereby
approved and the Liquidators of the Company, when appointed, (the
"Liquidators") be and hereby are authorised to implement the Scheme and to
execute any document and do anything for the purpose of carrying the Scheme into
effect;
1.6.2in particular, and without prejudice to the generality of paragraph 2.1
above, the Liquidators, when appointed, be and hereby are authorised and
directed, pursuant to this Resolution and/or the Articles of Association of the
Company, as amended by this Resolution:
(a)to procure that the Company enters into and gives effect to the Transfer
Agreements between the Company, the Liquidators and each of M&G High Income
Investment Trust P.L.C., the M&G Corporate Bond Fund and the M&G Global Dividend
Fund, as the case may be, (each a "Rollover Fund" and together the "Rollover
Funds") for the transfer of the assets comprised in the relevant Funds (all as
defined in or for the purposes of the Scheme), of the Company to the relevant
Rollover Funds, as the case may be, such agreements to be in the form of the
drafts laid before this meeting and signed for the purpose of identification by
the Chairman thereof with such amendments as the parties thereto may from time
to time agree;
(b)to procure that each Fund (as defined in the Scheme) be vested in the
relevant Rollover Fund or its nominees, subject to (as applicable) the
instrument of incorporation or prospectus of the relevant Rollover Fund;
(c)to request each Rollover Fund (or M&G Securities or the relevant depositary
as the case may be) to arrange for the distribution among the Capital
Shareholders, Zero Dividend Shareholders and Package Unitholders who so elect or
are deemed so to elect of the Securities to be issued pursuant to the Scheme by
way of satisfaction and discharge of their respective interests in so much of
the undertaking, property and assets of the Company as shall be transferred to
each Rollover Fund, as the case may be, in accordance with the Scheme; and
(d) to convert into cash the Liquidation Fund (as defined in the Scheme);
1.7the Liquidators, when appointed, be and are hereby authorised to divide among
the members in specie the whole or any part of the business of the Company in
accordance with the Scheme and may, for that purpose, value any assets and
determine how the division shall be carried out as between the members or
different classes of members. The Liquidators may vest the whole or any part of
the assets of the Company in trustees upon such trusts for the benefit of, inter
alia, the members as they may determine, but no member shall be compelled to
accept any assets upon which there is a liability;
1.8 the Liquidators when appointed be and are hereby authorised to exercise such
powers pursuant to this Resolution and/or the Articles, as amended by this
Resolution, as may be necessary or desirable in their judgement to give effect
to the Scheme.
2this Special Resolution shall operate by way of such further amendments to the
Articles of Association as may be necessary to give effect hereto; and
3 terms defined in the Circular to Shareholders dated 12 January 2011 shall have
the same meanings in this Resolution, save where the context otherwise requires.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: M&G Equity Investment Trust PLC via Thomson Reuters ONE
[HUG#1492079]
M&G Equity (LSE:MEQI)
Historical Stock Chart
From May 2024 to Jun 2024
M&G Equity (LSE:MEQI)
Historical Stock Chart
From Jun 2023 to Jun 2024
