Re-domicile & ZDP issue
May 14 2007 - 3:01AM
UK Regulatory
RNS Number:5059W
Utilico Investment Trust PLC
14 May 2007
For immediate release on 14 May 2007
Utilico Investment Trust plc
Recommended proposals to re-domicile the Company to Bermuda
Placing and Offer for Subscription of two new classes of ZDP Shares
Background
On 19 April 2007 the Board announced proposals for Utilico Investment Trust plc
(the "Company") to re-domicile to Bermuda. The Board believes that the need for
the Company to comply with Section 842 of the Taxes Act, so as to maintain its
status as an investment trust (and thereby be exempt from any tax on its capital
gains), is increasingly acting as a restriction on the investments which the
Company might otherwise make and is thereby potentially constraining the
investment returns which may otherwise be achievable by the Company. The Board
believes that by re-domiciling to Bermuda the Company will have greater
investment flexibility. The key features of the Proposals are as follows:
* The Company will be re-domiciling to Bermuda;
* The migration provides the opportunity to restructure the ZDP Shares and
enable the raising of further ZDP funding;
* The Company's existing investment objective and investment policy will
continue;
* There will be no overall change to the day to day running of the Company,
the same executive team will remain in place;
* The performance fee basis will be unaffected by the Proposals;
* There are expected to be savings arising from the simplification of the
Company's operating environment;
* The Company will have an indefinite life;
* Two new classes of ZDP Shares will be created with differing redemption
dates (2014 and 2016) and a gross annual redemption yield of 7.25 per cent.
but otherwise on substantially the same terms as the existing ZDP Shares.
Shareholders, Warrantholders and CULS Holders registered in the UK will have
the opportunity to subscribe for such ZDP Shares pursuant to an offer for
subscription;
* The compulsory redemption of the CULS will be effected prior to the
proposed re-domicile of the Company;
* The terms of the Warrants will be amended (through a reduction in the
subscription price) so that they entitle the holder to subscribe for
Ordinary Shares only and not a combination of Ordinary Shares and ZDP
Shares; and
* There will be a bonus issue of a new series of warrants to Utilico
Shareholders and Utilico 2008 Warrantholders as at Admission.
The Proposals
The Scheme
In order to implement the proposed re-domicile, the Company will be wound up
voluntarily and a scheme of reconstruction under section 110 of the Insolvency
Act 1986 put in place, under which:
* for every Ordinary Share they hold on the Record Date, Ordinary
Shareholders will receive one new ordinary share in a newly formed Bermuda
closed-ended company ("Utilico"). Utilico's ordinary shares will be admitted
to the Official List and traded on the main market of the London Stock
Exchange;
* for every ZDP Share they hold on the Record Date, ZDP Shareholders will
receive one new ZDP share in Utilico's wholly-owned subsidiary, Utilico
Finance. Utilico Finance's 2012 ZDP Shares will have substantially the same
rights as the Company's existing ZDP Shares, including the same maturity
date of 31 October 2012 and a gross annual redemption yield of 7.00 per
cent. Utilico Finance's 2012 ZDP Shares will be admitted to the Official
List and traded on the main market of the London Stock Exchange;
* for every 100 Warrants they hold on the Record Date, Warrantholders will
receive 64 warrants issued by Utilico to subscribe for one Utilico Share, at
an exercise price of 64.2p. The Utilico 2008 Warrants will be admitted to
the Official List and traded on the main market of the London Stock
Exchange; and
* immediately following implementation of the Proposals, Utilico
Shareholders and Utilico 2008 Warrantholders will receive in aggregate up to
3.62 million Utilico 2012 Warrants by way of a bonus issue of a new series
of warrants, such warrants to be issued in proportion to the Ordinary
Shareholders' holdings of Ordinary Shares and Warrantholders' holdings of
Warrants immediately prior to Admission.
The Board of Directors of Utilico and Utilico Finance will be the same and will
comprise 5 members, 2 of whom are existing Directors of the Company.
Michael Collier will be Chairman of Utilico. Michael was born in Bermuda and
educated in Bermuda, the UK and North America. He joined the Bank of Butterfield
in 1963 and rose to be Chief Operating Officer in 1992 and Chief Executive in
1994, retiring from this position in 1996. Michael is a non-executive director
of Utilico Emerging Markets Limited from which he will step down on the
Effective Date.
Michael will be joined on the Board by two of the Company's existing
non-executive directors Eric Stobart and Roger Urwin. They will provide both
considerable experience and continuity to the Utilico Board. Joining them on the
board will be Warren McLeland and Susan Hansen.
In addition, Ingot, the Company's investment adviser, will act as Utilico's
investment manager and there will be no overall increase or acceleration in the
fees payable to Ingot as a result of the proposed re-domicile. Charles Jillings
(the Company's existing executive director) will be an employee of Utilico and
will have day to day responsibility for Utilico's investment portfolio and Alan
Wheatley (the Company's existing Chairman) will also be an employee of Utilico.
Utilico Finance ZDP Shares
One of the objectives of the Proposals is to create more than one class of ZDP
Shares with differing redemption dates and give the ability to raise additional
funds for investment and maintain Ordinary Share leverage through the issue of
additional ZDP Shares. Utilico Finance intends to issue three classes of ZDP
Shares, each with differing redemption dates ranging from October 2012 to
October 2016 but otherwise with substantially the same terms save that the
Utilico Finance 2014 and Utilico Finance 2016 ZDP's will have a gross redemption
yield of 7.25 per cent. per annum at issue. Existing ZDP Shareholders will
receive Utilico Finance 2012 ZDP Shares under the Scheme. Utilico Finance
intends to raise additional funds for investment pursuant to a placing and offer
for subscription of Utilico Finance 2014 and 2016 ZDP Shares as described below.
The Board of Directors of Utilico Finance may decide to make further issues of
shares for cash from time to time if it feels that market conditions are
appropriate.
Compulsory Redemption of the CULS
The Company has the right to give notice requiring the compulsory redemption of
all the CULS if the Net Asset Value of an Ordinary Share for at least 20 dealing
days (on the London Stock Exchange) in any 30 dealing day period ending on or
after 30 April 2007 is 30 per cent. or more above the conversion price
prevailing at the end of such period (currently 133.3p).
The Net Asset Value of an Ordinary Share has exceeded this level continuously
since 6 September 2005 and as at 24 April 2007 the Net Asset Value of an
Ordinary Share was 366.01p (being 174 per cent. above the current conversion
price). The compulsory redemption right therefore became exercisable on 30 April
2007 and notice to compulsorily redeem the CULS on 18 June 2007 (the "Compulsory
Redemption Date") was given on 30 April 2007 (the "Compulsory Redemption
Notice"). Notwithstanding the Company giving notice to compulsory redeem the
CULS on 18 June 2007 CULS Holders are entitled to convert their CULS into
Ordinary Shares on 11 June 2007 (the "Conversion Date") by returning a
Conversion Notice or submitting an Uncertificated Conversion Notice as set out
in the Compulsory Redemption Notice.
CULS Holders are not obliged to exercise their right to convert on 11 June 2007,
however, subsequent conversion opportunities will not arise as any CULS
outstanding on 18 June 2007 will be redeemed by the Company at par together with
interest from 1 May 2007 to 18 June 2007 (inclusive).
CULS Holders who exercise their conversion rights on 11 June 2007 will be deemed
to be Ordinary Shareholders on the Record Date and so will participate in the
Scheme on the same basis as Ordinary Shareholders and will receive Utilico
Shares if the Proposals succeed.
Approval of the Proposals
The Scheme is conditional on the passing of all the resolutions to be proposed
at the Meetings and on the other conditions listed in the Circular.
Benefits of the Proposals
The principal benefit of the proposed re-domicile to Bermuda will be the greater
investment flexibility given to the Investment Manager than is currently
possible as a result of the strict requirements of section 842 of the Taxes Act.
In particular, the Company is currently subject to the following restrictions
which will not apply if it no longer needs to qualify as an investment trust:
that not more than 15 per cent. of its assets may be invested in an investee
company; and that its income must consist wholly or mainly of eligible
investment income, thereby restricting the level of income which may arise from
the use of derivatives.
The Directors believe that these existing requirements are potentially
constraining the investment returns which the Company might otherwise be able to
achieve if it were not subject to them. In addition, the continuing need to
ensure compliance with the requirements of section 842 of the Taxes Act (because
of the potentially very serious consequences, including corporation tax being
suffered at a rate of 30 per cent. on realised capital gains, which would arise
if the Company did not obtain investment trust status) takes up a significant
amount of management time which could be better spent managing the existing
portfolio and identifying new investments.
The Board believes that the proposed re-domicile of the Company to Bermuda will
provide the Investment Manager with greater investment flexibility and the
potential to enhance further the investment returns achievable by the Company.
The Board also considers that the proposed re-domicile will enable Utilico to
maintain its leverage and raise funds through a series of Utilico Finance Zero
Dividend Preference Share issues from time to time. In addition, irrecoverable
VAT will no longer be incurred on the management and performance fees which in
the financial year ended 30 June 2006 amounted to approximately #914,000
(irrespective of the decision in the test case brought by the AIC and JP Morgan
Fleming Claverhouse Investment Trust PLC with regard to the VAT treatment of
fees relating to the management of investment trusts).
There will be no requirement that the Boards of Utilico or Utilico Finance
propose a continuation vote in 2012 (as the Company is currently obliged to do)
or subsequently and accordingly Utilico and Utilico Finance will have indefinite
lives.
Utilico will have the same investment objective and investment policy as the
Company. It will be subject to the same investment restrictions that apply to
the Company by virtue of the admission of its shares and warrants to the
Official List, but it will not be subject to the more onerous investment
restrictions which currently apply to the Company under section 842 of the Taxes
Act.
Shareholders and Warrantholders representing 61.1 per cent. of the current
Ordinary Shares, 8.4 per cent. of the ZDP Shares and 79.0 per cent. of the
Warrants have irrevocably undertaken to vote in favour of the resolutions to be
proposed at the Meetings.
Further details of the Scheme are set out in the Circular.
Placing and Offer for Subscription
Up to 75 million Utilico Finance 2014 ZDP Shares and Utilico Finance 2016 ZDP
Shares (in aggregate) are available under the Placing and Offer (the "Placing
and Offer Shares"). The Placing and Offer Shares will be available only as a
packaged unit, comprising one Utilico Finance 2014 ZDP Share and one Utilico
Finance 2016 ZDP Share i.e. investors will receive an equal number of Utilico
Finance 2014 ZDP Shares and Utilico Finance 2016 ZDP Shares in respect of their
application.
The Placing and Offer is not being underwritten and is subject to the receipt of
subscriptions or placing commitments.
The Placing and Offer is conditional, inter alia, upon:
1. the Scheme becoming unconditional and implemented in accordance with its
terms;
2. Admission of the Placing and Offer Shares in respect of which applications
and commitments are received; and
3. the Placing and Offer Agreement becoming unconditional and not being
terminated in accordance with its terms at any time prior to Admission.
Under the Placing and Offer Agreement, Arbuthnot Securities has agreed to use
its reasonable endeavours to procure placees under the Placing and make an offer
for up to 75 million Placing and Offer Shares. Placing and Offer Shares are
being made available under the Placing and pursuant to the Offer for
Subscription at #2.00 per package unit of one Utilico Finance 2014 ZDP Share and
one Utilico Finance 2016 ZDP Share which equates to a 7.25 per cent. per annum
gross redemption yield, based on the Assumptions. The Placing and Offer
Agreement is conditional, inter alia, on Admission having occurred no later than
30 June 2007. Commitments under the Placing should be received as soon as
possible and in any event by no later than 11.00 a.m. on 8 June 2007.
The Offer is expected to close at 11.00 a.m. on 8 June 2007. Applications under
the Offer must be for a minimum of #1,000 and thereafter in multiples of #1,000.
Completed application forms accompanied by a cheque or banker's draft in
relation to the Offer must be posted to Computershare Investor Services PLC, PO
Box 859, The Pavilions, Bridgewater Road, Bristol BS99 1XZ or delivered by hand
(during normal business hours) to Computershare Investor Services PLC, 2nd
Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ so as to be
received by 11 a.m. on 8 June 2007.
If Admission does not take place, the Placing and Offer Shares shall not be
issued and application monies received under the Offer will be returned without
interest to the applicants by cheque sent through the ordinary post at the risk
of the applicant.
In the event that commitments under the Placing and valid applications under the
Offer exceed 75 million Placing and Offer Shares, the basis for the allocation
will be entirely at the discretion of Arbuthnot Securities, in consultation with
Utilico Finance.
Further details on the Placing and Offer are set out in the Prospectus.
Recommendation
The Board, which has been advised by Arbuthnot Securities, considers the
Proposals to be in the best interests of Shareholders and Warrantholders as a
whole. Accordingly, the Board unanimously recommends Shareholders and
Warrantholders to vote in favour of the resolutions to be proposed at the
Meetings, as the Directors intend to do in respect of their own beneficial
holdings. In providing advice to the Board, Arbuthnot Securities has taken into
account the Board's commercial assessment of the Proposals.
Expected Timetable
All references are to UK time 2007
Latest time and date for receipt of CULS Instruction 12 noon on 30 May
Cards from Participants holding CULS within a PSP
Record date for interim dividend on Ordinary Shares* 1 June
Date from which it is advised that dealings in 6 June
Shares, CULS and Warrants should be for cash
settlement only and immediate delivery of documents
of title
Latest time and date for receipt of Forms of 3.00 p.m. on 7 June
Direction for the Warrantholders' Meeting, the ZDP
Meeting and the First EGM from investors in the F&C
Savings Schemes
Latest time for receipt of completed Application 11.00 a.m. on 8 June
Forms and payment under the Offer
Latest time and date for receipt of NZ Dealing 3.00 p.m. on 8 June
Facility Forms
Register**, Warrant Register and CULS Register the close of business on
closed and Record Date for entitlements under the 8 June
Scheme
Latest time and date for receipt of Forms of Proxy 10.00 a.m., 10.05 a.m.
for the Warrantholders' Meeting, the ZDP Meeting and and 10.10 a.m.
the First EGM respectively on 9 June
Warrantholders' Meeting 10.00 a.m. on 11 June ***
ZDP Meeting 10.05 a.m. on 11 June ***
First EGM 10.10 a.m. on 11 June ***
Latest time and date for receipt of Conversion 3.00 p.m. on 11 June
Notices and submission of Uncertified Conversion
Notices from CULS Holders
Ordinary Shares arising on conversion of CULS 8.00 a.m. on 15 June
allotted and admitted to the Official List and to
trading on the London Stock Exchange's main market
Latest time and date for receipt of Forms of 3.00 p.m. on 15 June
Direction for the Second EGM from investors in the F
&C Savings Schemes
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 17 June
for the Second EGM
Payment date for interim dividend (if any)* By 18 June
Redemption of all outstanding CULS close of business on 18 June
CREST accounts credited in respect of CULS Holders 18 June
whose CULS are redeemed
Cheques dispatched to CULS Holders whose CULS are 18 June or as soon as
redeemed**** practicable thereafter
Dealings in Ordinary Shares, ZDP Shares, and 7.30 a.m. on 19 June
Warrants suspended +
Second EGM 10.00 a.m. on 19 June
Effective Date for implementation of the Scheme and 19 June
commencement of the Company's liquidation
Record date for bonus issue of Utilico 2012 Warrants 7.30 a.m. on 20 June
Utilico Shares, Utilico 2008 Warrants and Utilico 8.00 a.m. on 20 June
Finance ZDP Shares admitted to the Official List and
dealings therein commence on the main market of the
London Stock Exchange
Utilico Shares, Utilico 2008 Warrants and Utilico 20 June
Finance ZDP Shares issued in uncertificated form
under the Scheme credited to the CREST accounts of
Shareholders and Warrantholders entitled thereto
Utilico 2012 Warrants to be admitted to the Official 20 June or as soon as
List and dealings therein commence on the main practicable thereafter
market of the London Stock Exchange
Utilico 2012 Warrants issued in uncertificated form 20 June or as soon as
under the bonus issue credited to accounts of practicable thereafter
Utilico Shareholders and Warrantholders entitled
thereto
Latest date for dispatch of definitive certificates 27 June
in respect of Utilico Shares, Utilico Finance ZDP
Shares and Utilico 2008 Warrants issued in
certificated form pursuant to the Scheme to the
persons entitled thereto and in respect of Utilico
2012 Warrants issued in certificated form
Notes:
* if an interim dividend is required to be paid prior to the Effective Date in
order to satisfy the requirements of section 842 of the Taxes Act.
** save for updating to reflect the conversion of CULS.
*** or so soon thereafter as the previous meeting shall have concluded or been
adjourned.
**** Participants holding CULS within their PSP will have their proceeds
re-invested in their open allocated account.
+ if the Scheme becomes effective, the listing of the Ordinary Shares, the ZDP
Shares and the Warrants will be cancelled not earlier than 20 June 2008.
+------------------------------------------------------------------------------+
|Definitions |
| |
| |
+------------------------------------------------------------------------------+
|The following definitions apply throughout this announcement unless the |
|context requires otherwise: |
+------------------------------+-----------------------------------------------+
|"Admission" |the admission of (i) the Ordinary Shares to be |
| |issued on conversion of the CULS, (ii) the |
| |Utilico Shares, (iii) the Utilico 2008 Warrants|
| |and (iv) the Utilico Finance ZDP Shares to the |
| |Official List and to trading on the London |
| |Stock Exchange's market for listed securities |
| |becoming effective |
+------------------------------+-----------------------------------------------+
|"AIC" |the Association of Investment Companies |
| |(formerly the Association of Investment Trust |
| |Companies) |
+------------------------------+-----------------------------------------------+
|"Application Form" |the application form to subscribe for Utilico |
| |Finance 2014 and 2016 ZDP Shares under the |
| |Offer which accompanies the Prospectus |
+------------------------------+-----------------------------------------------+
|"Arbuthnot Securities" |Arbuthnot Securities Limited |
+------------------------------+-----------------------------------------------+
|"Assumptions" |the assumptions set out in Part 7 of the |
| |Prospectus |
+------------------------------+-----------------------------------------------+
|"Board" or "Directors" |the directors of the Company |
+------------------------------+-----------------------------------------------+
|"Circular" |the circular to Shareholders, Warrantholders |
| |and CULS Holders dated 14 May 2007 in |
| |connection with the Proposals |
+------------------------------+-----------------------------------------------+
|"Company" |Utilico Investment Trust plc and or where |
| |relevant its Subsidiaries, as the context |
| |requires |
+------------------------------+-----------------------------------------------+
|"Compulsory Redemption Date" |18 June 2007 |
+------------------------------+-----------------------------------------------+
|"Compulsory Redemption Notice"|the notice relating to the compulsory |
| |redemption of the CULS in accordance with the |
| |Trust Deed sent to CULS Holders on 30 April |
| |2007 |
+------------------------------+-----------------------------------------------+
|"Conversion Date" |11 June 2007 |
+------------------------------+-----------------------------------------------+
|"Conversion Notice" |Part A of the conversion notice on the back of |
| |the CULS certificate(s) for use by CULS Holders|
| |to convert their CULS into Ordinary Shares on |
| |11 June 2007 |
+------------------------------+-----------------------------------------------+
|"CREST" |the relevant system (as defined in the CREST |
| |Regulations) in respect of which CRESTCo is the|
| |Operator (as defined in the CREST Regulations) |
+------------------------------+-----------------------------------------------+
|"CRESTCo" |CRESTCo Limited |
+------------------------------+-----------------------------------------------+
|"CREST Regulations" |the Uncertificated Securities Regulations 2001 |
| |(as amended) |
+------------------------------+-----------------------------------------------+
|"CULS" |units of the #20,057,683 3.75 per cent. |
| |Subordinated Convertible Unsecured Loan Stock |
| |2009 of the Company |
+------------------------------+-----------------------------------------------+
|"CULS Holders" |registered holders of CULS whose names appear |
| |in the CULS Register |
+------------------------------+-----------------------------------------------+
|"CULS Instruction Cards" or |an instruction card for use by Participants |
|"Instruction Cards" |holding CULS within a PSP to convert their CULS|
| |into Ordinary Shares on 11 June 2007 |
+------------------------------+-----------------------------------------------+
|"Directors" |the board of directors of Utilico and/or |
| |Utilico Finance from time to time |
+------------------------------+-----------------------------------------------+
|"Effective Date" |the date on which the Scheme becomes effective |
| |(which is expected to be 19 June 2007) |
+------------------------------+-----------------------------------------------+
|"Extraordinary General |the First EGM and the Second EGM |
|Meetings" or "EGMs" | |
+------------------------------+-----------------------------------------------+
|"F&C Savings Schemes" |the F&C Private Investor Plan ("PIP"), the F&C |
| |Pension Savings Plan ("PSP"), the F&C |
| |Individual Savings Account ("ISA") and the F&C |
| |Personal Equity Plan ("PEP") |
+------------------------------+-----------------------------------------------+
|"First EGM" |the extraordinary general meeting of the |
| |Company, notice of which is set out in the |
| |Circular, or, where applicable, any adjournment|
| |thereof |
+------------------------------+-----------------------------------------------+
|"Form of Direction" |the relevant form of direction in relation to |
| |voting at the Meetings for use by Participants |
+------------------------------+-----------------------------------------------+
|"Form of Proxy" |the relevant form of proxy for use by |
| |Shareholders or Warrantholders, as applicable, |
| |in relation to voting at any of the Meetings |
+------------------------------+-----------------------------------------------+
|"FSA" |Financial Services Authority |
+------------------------------+-----------------------------------------------+
|"FSMA" |Financial Services and Markets Act 2000 |
+------------------------------+-----------------------------------------------+
|"Group" |the Company and the Subsidiaries |
+------------------------------+-----------------------------------------------+
|"Ingot", "Investment Adviser" |Ingot Capital Management Pty Limited |
|or "Investment Manager" | |
+------------------------------+-----------------------------------------------+
|"ISA" |Individual Savings Account |
+------------------------------+-----------------------------------------------+
|"Liquidation Fund" |the liquidation fund to be retained by the |
| |Liquidators as described in the Circular |
+------------------------------+-----------------------------------------------+
|"Liquidators" |the liquidator(s) for the time being of the |
| |Company, being initially the persons appointed |
| |jointly and severally at the Second EGM |
+------------------------------+-----------------------------------------------+
|"Listing Rules" |the listing rules of the UK Listing Authority |
| |made under section 73A of FSMA |
+------------------------------+-----------------------------------------------+
|"London Stock Exchange" |London Stock Exchange plc |
+------------------------------+-----------------------------------------------+
|"Meeting(s)" |the Warrantholders' Meeting, the ZDP Meeting |
| |and the EGMs (or any of them as the context may|
| |require) |
+------------------------------+-----------------------------------------------+
|"NAV" or "Net Asset Value" |The net asset value of the Company and/or |
| |Utilico, as the case may be |
+------------------------------+-----------------------------------------------+
|"NZ Dealing Facility Forms " |The forms of election for use by Shareholders |
| |who have registered addresses in New Zealand |
| |and who wish to use the special dealing |
| |facility established by Arbuthnot Securities in|
| |relation to the Scheme |
+------------------------------+-----------------------------------------------+
|"Offer" |The offer for subscription by Utilico Finance |
| |to apply for Utilico Finance 2014 and 2016 ZDP |
| |Shares on the terms and conditions set out in |
| |the Prospectus and Application Form |
+------------------------------+-----------------------------------------------+
|"Official List" |The Official List of the UK Listing Authority |
+------------------------------+-----------------------------------------------+
|"Ordinary Shares" |ordinary shares of 1.5625p each in the capital |
| |of the Company |
+------------------------------+-----------------------------------------------+
|"Ordinary Shareholders" |holders of Ordinary Shares |
+------------------------------+-----------------------------------------------+
|"Participant" |the person(s) in whose name a F&C Savings |
| |Scheme is registered |
+------------------------------+-----------------------------------------------+
|"PEP" |Personal Equity Plan |
+------------------------------+-----------------------------------------------+
|"PIP" |Private Investor Plan |
+------------------------------+-----------------------------------------------+
|"Placing" |The placing of up to 37,500,000 Utilico Finance|
| |2014 ZDP Shares and 37,500,000 Utilico Finance |
| |2016 ZDP Shares |
+------------------------------+-----------------------------------------------+
|"Placing and Offer Agreement" |The conditional placing and offer agreement |
| |dated 14 May 2007 pursuant to which Arbuthnot |
| |has agreed to use its reasonable endeavours to |
| |procure placees for the Utilico Finance 2014 |
| |ZDP Shares and Utilico Finance 2016 ZDP Shares |
| |and will offer Utilico Finance 2014 ZDP Shares |
| |and Utilico Finance 2016 ZDP Shares pursuant to|
| |the Offer |
+------------------------------+-----------------------------------------------+
|"Placing and Offer Shares" |The Utilico Finance 2014 ZDP Shares and Utilico|
| |Finance 2016 ZDP Shares to be issued under the |
| |Placing |
+------------------------------+-----------------------------------------------+
|"Proposals" |The proposals described in the Circular, |
| |including the proposed re-domicile, voluntary |
| |winding-up and the reconstruction of the |
| |Company |
+------------------------------+-----------------------------------------------+
|"Prospectus" |The prospectus issued by Utilico and Utilico |
| |Finance dated 14 May 2007 prepared in |
| |accordance with the Listing Rules and the |
| |Prospectus Rules of the FSA |
+------------------------------+-----------------------------------------------+
|"PSP" |Pension Savings Plan |
+------------------------------+-----------------------------------------------+
|"Record Date" |The close of business on 8 June 2007 |
+------------------------------+-----------------------------------------------+
|"Register" |The register of members of the Company |
+------------------------------+-----------------------------------------------+
|"Scheme" |The scheme of reconstruction in order to |
| |implement the proposed re-domicile of the |
| |Company as described in the Circular |
+------------------------------+-----------------------------------------------+
|"Second EGM" |the extraordinary general meeting of the |
| |Company, notice of which is set out in the |
| |Circular, or, where applicable, any adjournment|
| |thereof |
+------------------------------+-----------------------------------------------+
|"Shareholders" |holders of Ordinary Shares and/or ZDP Shares |
| |(as the case may be) |
+------------------------------+-----------------------------------------------+
|"Shares" |Ordinary Shares and/or ZDP Shares (as the case |
| |may be) |
+------------------------------+-----------------------------------------------+
|"Subsidiaries" |Utilico NZ Limited and UEM Holdings Limited |
+------------------------------+-----------------------------------------------+
|"Taxes Act" |the Income and Corporation Taxes Act 1988 (as |
| |amended) |
+------------------------------+-----------------------------------------------+
|"UK" or "United Kingdom" |the United Kingdom of Great Britain and |
| |Northern Ireland |
+------------------------------+-----------------------------------------------+
|"UKLA" or "UK Listing |the Financial Services Authority acting in its |
|Authority" |capacity as the competent authority for listing|
| |pursuant to Part VI of FSMA |
+------------------------------+-----------------------------------------------+
|"uncertificated" or "in |a Share, a Utilico Share, a ZDP Share or |
|uncertificated form" |Utilico Finance ZDP Share or a Warrant, a |
| |Utilico 2008 Warrant or a Utilico 2012 Warrant |
| |or a unit of CULS which is held in |
| |uncertificated form |
+------------------------------+-----------------------------------------------+
|"Uncertificated Conversion |a conversion notice in the form of a USE |
|Notice" |instruction for use by CULS Holders to convert |
| |their CULS into Ordinary Shares on 11 June 2007|
+------------------------------+-----------------------------------------------+
|"Utilico" |Utilico Limited and/or its subsidiaries, as the|
| |context requires |
+------------------------------+-----------------------------------------------+
|"Utilico Board" |the directors of Utilico Finance |
+------------------------------+-----------------------------------------------+
|"Utilico Finance" |Utilico Finance Limited |
+------------------------------+-----------------------------------------------+
|"Utilico Finance ZDP Shares" |the Utilico Finance 2012 ZDP Shares, the |
| |Utilico Finance 2014 ZDP Shares and/or the |
| |Utilico Finance 2016 ZDP Shares (as the context|
| |permits) |
+------------------------------+-----------------------------------------------+
|"Utilico Finance 2012 ZDP |redeemable zero dividend preference shares of |
|Shares" |10p each in the capital of Utilico Finance |
| |having a redemption date of 31 October 2012 |
+------------------------------+-----------------------------------------------+
|"Utilico Finance 2014 ZDP |redeemable zero dividend preference shares of |
|Shares" |10p each in the capital of Utilico Finance |
| |having a redemption date of 31 October 2014 |
+------------------------------+-----------------------------------------------+
|"Utilico Finance 2016 ZDP |redeemable zero dividend preference shares of |
|Shares" |10p each in the capital of Utilico Finance |
| |having a redemption date of 31 October 2016 |
+------------------------------+-----------------------------------------------+
|"Utilico Investment Trust" |Utilico Investment Trust and/or any of its |
| |subsidiaries, as the context requires |
+------------------------------+-----------------------------------------------+
|"Utilico Shareholders" |holders of Utilico Shares |
+------------------------------+-----------------------------------------------+
|"Utilico Shares" |ordinary shares of 10p each in the capital of |
| |Utilico |
+------------------------------+-----------------------------------------------+
|"Utilico 2008 Warrants" |warrants to subscribe for Utilico Shares to be |
| |issued by Utilico, the terms and conditions of |
| |which are set out in Part 3 of the Prospectus |
+------------------------------+-----------------------------------------------+
|"Utilico 2012 Warrants" |warrants to subscribe for Utilico Shares to be |
| |issued by Utilico, the terms and conditions of |
| |which are set out in Part 4 of the Prospectus |
+------------------------------+-----------------------------------------------+
|"Utilico Warrants" |Utilico 2008 Warrants and/or Utilico 2012 |
| |Warrants (as the context requires) |
+------------------------------+-----------------------------------------------+
|"Utilico and Utilico Finance |holders of Utilico and Utilico Finance ZDP |
|Shareholders and/or |Shares, Utilico 2008 Warrants and/or Utilico |
|Warrantholders" |2012 Warrants (as the context requires) |
| | |
| | |
+------------------------------+-----------------------------------------------+
|"Utilico and Utilico Finance |Utilico Shares, Utilico 2008 Warrants, Utilico |
|Share and/or Warrants" |2012 Warrants and/or Utilico Finance ZDP Shares|
| |(as the context requires) |
+------------------------------+-----------------------------------------------+
|"Utilico NZ Limited" |Utilico NZ Limited, a wholly owned subsidiary |
| |of the Company incorporated in New Zealand |
+------------------------------+-----------------------------------------------+
|"VAT" |Value Added Tax |
+------------------------------+-----------------------------------------------+
|"Warrants" |warrants to subscribe for Ordinary Shares and |
| |ZDP Shares in the Company as constituted by the|
| |Warrant Instrument |
+------------------------------+-----------------------------------------------+
|"Warrant Instrument" |The deep poll of the Company dated 5 May 2004 |
| |constituting the Warrants (as amended from time|
| |to time) |
+------------------------------+-----------------------------------------------+
|"Warrant Register" |the register of Warrantholders |
+------------------------------+-----------------------------------------------+
|"Warrantholders" |holders of Warrants |
+------------------------------+-----------------------------------------------+
|"Warrantholders' Meeting" |the meeting of the Warrantholders, notice of |
| |which is set out in the Circular, or, where |
| |applicable, any adjournment thereof |
+------------------------------+-----------------------------------------------+
|"ZDP Meeting" |the separate general meeting of the holders of |
| |ZDP Shares notice of which is set out in the |
| |Circular, or, where applicable, any adjournment|
| |thereof |
+------------------------------+-----------------------------------------------+
|"ZDP Shareholders" |holders of ZDP Shares |
+------------------------------+-----------------------------------------------+
|"ZDP Shares" |redeemable zero dividend preference shares of |
| |177.52p each in the capital of the Company |
| |having a redemption date of 31 October 2012 |
+------------------------------+-----------------------------------------------+
Enquiries
Charles Jillings
Utilico Investment Trust plc
Tel: 01372 271486
Alastair Moreton
Richard Tulloch
Arbuthnot Securities Limited
Tel: 0207 012 2000
Arbuthnot Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting for the Company and for no-one else in connection
with the contents of this announcement and will not be responsible to anyone
other than Utilico Investment Trust plc for providing the protections afforded
to customers of Utilico Investment Trust plc, or for providing advice in
relation to the contents of this announcement or any matters referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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