Restructure Proposals
2011年6月28日 - 11:29PM
RNSを含む英国規制内ニュース (英語)
TIDMAFHI
28 June 2011
Aberforth Geared Capital & Income Trust plc (the "Company")
Publication of Circular
Highlights
* The Company has reached agreement in principle with Aberforth Geared Income
Trust plc ("AGIT") on the terms of the reconstruction and winding up of the
Company, under which AGIT will act as a rollover option for investors in
the Company.
* Under the terms of the proposed reconstruction, Capital Shareholders and
Income Shareholders (other than Overseas Holders) will be able to exchange
some or all of their investment in the Company for ordinary shares in AGIT
and/or to realise some or all of their investment in the Company for cash.
* Among other benefits, the Proposals offer Shareholders who wish to realise
some or all of their investment the potential opportunity to do so at close
to NAV and more quickly than would be anticipated under a straightforward
liquidation.
* The Company expects to pay a final interim dividend to Income Shareholders
of not less than 12p per Income Share, with any income received by the
Company after the Effective Date being paid out to Income Shareholders by
the Liquidators as capital by 30 September 2011.
Introduction
Further to the announcement made by the Company on 21 April 2011, the Company
has reached agreement in principle with Aberforth Geared Income Trust plc ("
AGIT") on the terms of the reconstruction and winding up of the Company, under
which AGIT will act as a rollover option for investors in the Company. AGIT is
a split capital investment trust which was launched in 2010 and is also managed
by the Company's investment manager, Aberforth Partners LLP. Accordingly, the
Company has today issued a circular (the "Circular") to its shareholders (the "
Shareholders") in connection with recommended proposals for the winding up and
reconstruction of the Company (the "Proposals").
Under the terms of the proposed reconstruction, Capital Shareholders and Income
Shareholders (other than Overseas Holders) will be able to exchange some or all
of their investment in the Company for ordinary shares in AGIT and/or to
realise some or all of their investment in the Company for cash. Overseas
Holders will, if the Proposals become effective, receive cash in respect of
their holdings. Under the terms agreed with AGIT (but subject to the success of
a placing and offer for subscription by AGIT to finance in part the portfolio
acquisition), AGIT would acquire part or all of the Company's investments at
bid prices, the consideration to be satisfied in part by the issue of New AGIT
Ordinary Shares to Shareholders electing to roll over their investment into
AGIT, with the balance being payable by AGIT to the Company in cash.
Under the Proposals, Income Shareholders will be entitled to elect to receive
an amount in cash which is equal to their entitlement under the Articles of
Association on a straightforward winding up of the Company (being a maximum
entitlement of 100p per Income Share plus their share of all the Company's
undistributed revenue reserves and net current revenue). This being the case,
in accordance with the Articles, Income Shareholders are not entitled to vote
on the Proposals.
Shareholders (other than, in each case, Overseas Holders) who do not make a
valid election under the Proposals will be deemed to have elected for New AGIT
Ordinary Shares. Accordingly, Shareholders who wish to receive New AGIT
Ordinary Shares under the Proposals in respect of their entire holding of
Shares need not submit a Form of Election. Overseas Holders will, if the
Proposals become effective, receive cash in respect of their holdings.
In determining the structure and timing of the Proposals, the Board has to
balance the interests of the Capital Shareholders and the Income Shareholders.
The Proposals enable the Company to remain substantially fully invested, and
therefore generating dividend income, up to the proposed winding up date in
August 2011. But for the Proposals, the Board would already have commenced the
realisation of the Company's investments in advance of the final winding up
date in December 2011 and this would have resulted in a significant reduction
in the dividend income otherwise received by the Company. A straightforward
liquidation of the Company (in the absence of a rollover alternative) would
require the Company's investment portfolio to be realised in the market,
potentially at a material cost, in advance of 31 December 2011, the date on
which the Company's bank borrowings are due to be repaid.
Under the Proposals, it is anticipated that substantially all of the
investments of the Company will be transferred to AGIT at significantly lower
cost to Capital Shareholders than would be the case under a straightforward
liquidation. In addition, Income Shareholders are expected to receive their
fixed capital entitlement, which is expected to be 100p (either in cash or in
the form of New AGIT Ordinary Shares), and the final dividend payments sooner
than would be the case under a straightforward liquidation ahead of a planned
winding up date of 31 December 2011.
It is estimated that the costs of realising the Company's investment portfolio
by way of a straightforward liquidation (in addition to the relevant fixed
costs) would be in excess of three per cent. of the Company's net assets. On
this basis, it is estimated that a straightforward liquidation could result in
a reduction in the NAV per Capital Share of 7.1 per cent. On the basis of the
respective values of the assets of the Company and of AGIT as at 23 June 2011
and on the assumption that AGIT raises sufficient cash under the AGIT Placing
and Offer to acquire the Company's entire investment portfolio, the costs of
the Proposals which are to be incurred by the Company would be expected to
represent a reduction in the NAV per Capital Share of less than one per cent.
Information on Aberforth Geared Income Trust plc
AGIT is a split capital investment trust which invests in a diversified
portfolio of small UK quoted companies. Aberforth is also the investment
manager of AGIT. At the date of this announcement, AGIT had 45,000,000 AGIT
Ordinary Shares and 30,000,000 AGIT ZDP Shares in issue. The NAV per AGIT
Ordinary Share at 23 June 2011 was 113.0p and the NAV per AGIT ZDP Share was
107.8p. Its aggregate market capitalisation at that date was GBP85.1 million and
it had unaudited net assets attributable to all Shareholders (with current year
income) of GBP83.2 million. AGIT has a planned life lasting until 30 June 2017.
Benefits of the Proposals
The Directors consider that the Proposals have the following benefits for
Shareholders participating in the Scheme:
* they offer Shareholders the opportunity to roll over their investments in a
tax efficient manner (without incurring an immediate liability to UK
capital gains tax) into AGIT Ordinary Shares;
* they enable Shareholders to maintain their exposure to a diversified
portfolio of small UK quoted companies through a closed-ended investment
vehicle without incurring significant reinvestment costs or portfolio
reorganisation costs;
* they enable Shareholders who elect for the Rollover Option to continue to
benefit from the management expertise of Aberforth;
* they offer Shareholders who wish to realise some or all of their investment
the potential opportunity to do so at close to NAV and more quickly than
would be anticipated under a straightforward liquidation;
* they avoid the need to realise all of the Company's small cap investment
portfolio in the market, to the extent that all or part of it is
transferred to AGIT under the Proposals, thereby saving potential
realisation costs which would otherwise be borne by Capital Shareholders;
and
* the Proposals would enable the Company to remain substantially fully
invested and geared up to the Effective Date and to generate income on its
portfolio for the benefit of Income Shareholders.
Costs and expenses
Under the Proposals, the Company will bear all of its own and AGIT's costs in
relation to the Proposals net of any premium on the issue of new AGIT ZDP
Shares under the AGIT Placing and Offer.
On the basis of the respective values of the assets of the Company and of AGIT
as at 23 June 2011 and on the assumption that AGIT raises sufficient cash under
the AGIT Placing and Offer to acquire the Company's entire investment
portfolio, it is estimated that the costs of the Company (which would be borne
entirely by the Capital Shares) would be GBP223,000 in aggregate (amounting to
2.1p per Capital Share). It should be emphasised that these figures are given
for illustrative purposes only and should not be regarded as a forecast of the
actual costs which will be borne by Capital Shareholders under the Proposals.
If AGIT does not raise sufficient cash under the AGIT Placing and Offer to
acquire the Company's entire investment portfolio, then Capital Shareholders
who elect for the Cash Option will bear the costs of realising the remaining
part of the investment portfolio which is not acquired by AGIT.
If the Proposals do not become effective, the Company will bear abort costs
estimated at approximately GBP210,000 (including irrecoverable VAT) (amounting to
2.0p per Capital Share).
Proposed interim dividend
The Directors propose that, subject to the approval of the Scheme at the First
Meeting, the Company should pay a final interim dividend to Income Shareholders
on the Register at the close of business on 29 July 2011. This dividend, which
is expected to be not less than 12p per Income Share, will represent as near as
practicable (to the extent expected to be received in cash prior to the
Effective Date) the entire revenue reserves and net current revenue of the
Company and will be paid prior to the implementation of the Proposals. The
Shares will go ex dividend on 27 July 2011. It is expected that the dividend
will be announced on 25 July 2011. It is expected that any income received by
the Company after the Effective Date will be paid out to Income Shareholders by
the Liquidators as capital by 30 September 2011.
General Meetings
As noted above, in accordance with the Articles, Income Shareholders are not
entitled to vote on the Proposals. The implementation of the Proposals will,
therefore, require Capital Shareholders to vote in favour of resolutions to be
proposed at general meetings of the Company (the "General Meetings") which have
been convened for 10.00 a.m. on 25 July 2011 and 4.30 p.m. on 9 August 2011.
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 Aberforth Partners LLP, 14
Melville Street, Edinburgh EH3 7NS.
EXPECTED TIMETABLE
All references are to UK time. 2011
Latest time and date for receipt of forms of 10.00 a.m. on Thursday, 21 July
proxy for the First Meeting
Time and date from which it is advised that 8.00 a.m. on Monday, 25 July
dealings in Shares should only be for cash
settlement and immediate delivery of
documents of title
First Meeting 10.00 a.m. on Monday, 25 July
Proposed final interim dividend announced Monday, 25 July
Ex-dividend date for the Shares Wednesday, 27 July
Latest time and date for receipt of Forms of 1.00 p.m. on Wednesday, 27 July
Election or TTE instructions from
Shareholders
Record Date for the Scheme the close of business on
Wednesday, 27 July
Shares disabled in CREST 7.30 a.m. on Thursday, 28 July
Record date for the proposed final interim the close of business on
dividend Friday, 29 July
Calculation Date the close of business on
Wednesday, 3 August
Latest time and date for receipt of forms of 4.30 p.m. on Friday, 5 August
proxy for the Second Meeting
Payment of the proposed final interim by Monday, 8 August
dividend
Amendment to the Official List and dealings 8.00 a.m. on Monday, 8 August
in Reclassified Shares commence on the London
Stock Exchange
Dealings in Reclassified Shares suspended 7.30 a.m. on Tuesday, 9 August
Second Meeting 4.30 p.m. on Tuesday, 9 August
Effective Date for implementation of the Tuesday, 9 August
Proposals and commencement of the liquidation
of the Company
Admission to listing of the New AGIT Ordinary 8.00 a.m. on Wednesday, 10
Shares and of the new AGIT Shares to be August
issued pursuant to the AGIT Placing and Offer
New AGIT Ordinary Shares issued in 8.00 a.m. on Wednesday, 10
uncertificated form credited to CREST August
accounts of Shareholders under the Scheme
AGIT Ordinary Shares issued in uncertificated 11.00 a.m. on Wednesday, 10
form credited to CREST accounts of new AGIT August
Shareholders under the Placing and Offer
CREST payments made in respect of cash Thursday, 11 August
entitlements of Shareholders under the Scheme
Cheques despatched to Shareholders in respect Thursday, 11 August
of cash entitlements under the Scheme
Definitive certificates in respect of New week commencing Monday, 15
AGIT Ordinary Shares issued in certificated August
form pursuant to the Scheme despatched to
Shareholders entitled thereto
Cancellation of listing of the Reclassified 9 August 2012
Shares
Each of the times and dates in the above expected timetable (other than in
relation to the Meetings) may be extended or brought forward without further
notice. If any of the above times and/or dates changes, 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.
Enquiries:
Aberforth Partners LLP David Ross 0131 220 0733
John Evans
Alan Waite
Dickson Minto W.S. Douglas Armstrong 020 7628 4455
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
For the avoidance of doubt, the Register will remain open until the Effective
Date.
Reclassified Shares are a technical requirement of the Scheme and will be
created if the resolution to be proposed at the First Meeting is passed and
becomes effective.
END
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