TIDMIEI
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO
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Invesco English and International Trust plc (the "Company")
Publication of circular in relation to recommended proposals for the
reconstruction and winding up of the Company
11 August 2010
The Board of Directors of the Company has today published a circular (the
"Circular") containing detailed proposals for the reconstruction of the
Company.
1. INTRODUCTION
As a result of receiving a significant number of redemption requests earlier in
the year, on 21 April 2010 the Company announced that it would not be offering
Shareholders the opportunity to redeem any shares in the Company until further
notice. Following this announcement, the Board conducted a review of the
options available to the Company in order to enable Shareholders wishing to
exit to do so without prejudicing the remaining Shareholders.
Having considered various proposals from third parties and consulted with the
Company's major shareholders, the Directors have concluded that it is in the
interests of the Shareholders as a whole to propose a scheme of reconstruction,
comprising a members' voluntary liquidation of the Company pursuant to Section
110 of the Insolvency Act 1986, together with options for Eligible Shareholders
to elect for a managed cash exit by realising their investment in the Company
for cash and/or to elect for shares in a sub-fund of a UK authorised open-ended
investment company with variable capital which has a substantially similar
portfolio to that of the Company.
2. THE PROPOSALS
1. Options available to Eligible Shareholders
Under the Proposals, the Company will be put into members' voluntary
liquidation and Eligible Shareholders will be able to elect:
a. to realise all or part of their investment in the Company for cash by way
of a managed realisation of underlying investments (the "Cash Option"); and
/or
b. to roll over all or part of their investment in the Company into income
shares in the Invesco Perpetual UK Smaller Companies Growth Fund, an
existing sub-fund of Invesco Perpetual Smaller Companies and Markets
Investment Series (a UK authorised open-ended investment company with
variable capital), managed by Andrew Crossley (the Company's fund manager)
in substantially the same manner as he manages the Company (the "UKSC
Option").
Eligible Shareholders can make different Elections in respect of different
parts of their holdings.
Eligible Shareholders may elect for the UKSC Option only in respect of Shares
held as at the Record Date. In the event that an Eligible Shareholder acquires
further Shares after the Record Date, such Eligible Shareholder will be deemed
to have elected for the Cash Option in respect of any Shares held by them in
excess of the number held at the Record Date. Eligible Shareholders who do not
make a valid Election under the Scheme will be deemed to have elected for the
UKSC Option in respect of Shares held by them at the Record Date and will be
deemed to have elected for the Cash Option in respect of any Shares held by
them in excess of the number held at the Record Date.
Overseas Shareholders and Major Shareholders are not Eligible Shareholders and
will be deemed to have elected for the Cash Option in full. An Overseas
Shareholder is a Shareholder who does not have a registered address in the UK,
the Channel Islands or the Isle of Man, or who is not resident in, or a
citizen, resident or national of the UK, the Channel Islands or the Isle of
Man. A Major Shareholder is a Shareholder who holds, either directly or
indirectly, (i) Shares and/or (ii) financial instruments or other interests
that are disclosable under the FSA's Disclosure and Transparency Rules, which
in aggregate represent or are referenced to Shares representing three per cent.
or more of the total voting rights in the Company, in each case at the Record
Date.
1. Benefits of the Proposals
The Directors believe that the Proposals will provide the following benefits:
* the Proposals offer all Shareholders the option to elect in full for cash,
which will be satisfied through a managed realisation of the portfolio;
* the Proposals provide greater choice than if the Company were simply to be
wound up because, as an alternative to receiving cash, they allow Eligible
Shareholders to elect to receive shares in a fund with a similar investment
objective and policy, and the same fund manager, as the Company;
* Eligible Shareholders who elect for the UKSC Option will be able to avoid
the initial (sales) charge usually associated with purchasing UKSC Shares;
* Eligible Shareholders who elect for the UKSC Option will not, following
approval of the Scheme at the First EGM, be liable for the portfolio
realisation costs incurred in connection with the Cash Option or the
Investment Manager's termination costs and fees (as further described in
paragraph 6.6 below);
* to the extent Eligible Shareholders elect for the UKSC Option, a
corresponding proportion of the Company's portfolio will be transferred to
the Depositary for the account of UKSC and so proportionately reduce the
amount of the Company's portfolio that is to be realised overall, thereby
assisting the portfolio realisation process; and
* Eligible Shareholders who may be subject to UK capital gains tax or
corporation tax on gains on their investment in the Company should be able
to roll over their investment into UKSC Shares without crystallising an
immediate charge to UK capital gains tax or corporation tax on gains.
The choice between the options available under the Proposals will be a matter
for each Shareholder to decide and will be influenced by his or her personal,
financial and taxation circumstances and his or her investment objectives.
3. PORTFOLIO MANAGEMENT AND MANAGEMENT OF THE REALISATION AND LIQUIDATION OF
THE PORTFOLIO
The Company's portfolio is predominantly invested in the shares of listed
smaller UK companies, the trading of which is generally less liquid than that
of the shares of larger UK companies. In anticipation of the Scheme becoming
effective and in order to provide for a managed and timely realisation process
and to maximise the first cash distribution to Shareholders who elect (or are
deemed to elect) for the Cash Option, the Board has already instructed the
Investment Manager, in the interests of Shareholders as a whole, to commence
the realisation of the Company's less liquid investments up to a maximum of 30
per cent. of the Company's portfolio and to hold the proceeds in cash or
near-cash assets. As at 9 August 2010 (being the latest practicable date prior
to the publication of the Circular), 22.6 per cent. of the Company's net assets
were held in cash or near-cash assets. The Company holds a number of unquoted
investments which at 9 August 2010 (being the latest practicable date prior to
the publication of the Circular) were valued at GBP926,000, in accordance with
the Directors' estimate of realisable value. The Company is currently in
negotiations to realise investments representing the greater part of this value
at, or close to, their carrying value. The Board has also decided that it is
appropriate to allow sufficient time for a managed realisation process in order
to avoid the Investment Manager being forced to sell investments in a short
time period at prices that may be lower than might otherwise be achieved and to
maximise the first cash distribution to Shareholders who elect (or are deemed
to elect) for the Cash Option. Accordingly, the Board has provided for a
three-week period between the First EGM and the Second EGM, which is longer
than the one-week period which is typically seen on a scheme of this nature
and, in addition, the Scheme provides for the realisation process to be
completed over a period which may last several months after the Effective Date.
In order to implement the Scheme, at the close of business on the date of the
First EGM the cash and other assets of the Company will be divided into three
Funds. Following an allocation to the Liquidation Fund (as described in
paragraph 6.2 below), the division of the remaining cash and other assets will
be made, subject to the terms of the Scheme set out in Part III of the
Circular, on the basis that each individual portfolio holding will be divided
and allocated to the "A" Fund (in respect of the Cash Option) and the "B" Fund
(in respect of the UKSC Option) pro rata to the number of Shares elected, or
deemed to have been elected, for each Option. Any cash that is allocated to the
"B" Fund may, in the Investment Manager's absolute discretion, be used to buy
assets prior to the Second EGM from the "A" Fund at bid prices. The Investment
Manager will seek to realise all or as many of the assets allocated to the "A"
Fund prior to the Second EGM as practicable in a manner consistent with the
objective of the realisation process. The costs of realising the "A" Fund will
be borne by such Fund. As a result of any realisation of assets in the "A"
Fund, there may be a positive or negative effect on the NAV return of the
Shares with "cash" rights relative to the NAV return of the Shares with "UKSC"
rights prior to the Effective Date.
The Board believes that the Company's Investment Manager is the most
appropriate party to reorganise and dispose of the Company's portfolio,
particularly given its knowledge of the portfolio and its relationships with
many of the companies in which the Company is invested. The Board has therefore
agreed to amend the existing Investment Management Agreement, conditional upon
the Company being placed into liquidation at the Second EGM, such that in the
event that the realisation of the "A" Fund has not been completed by the
Effective Date, the Investment Manager will be retained to manage the
realisation of the assets allocated to the "A" Fund until 30 June 2011 or, if
earlier, until all of the assets allocated to the "A" Fund have been realised.
4. THE CASH OPTION
Those Shareholders who elect (or who are deemed to elect) for the Cash Option
will receive cash in respect of their Shares through a managed realisation of
the underlying investments as described above in paragraph 3. Such Shareholders
will receive cash distributions pro rata to their respective holdings as assets
in the "A" Fund are realised. It is expected that a cash distribution to
Shareholders who elect (or who are deemed to elect) for the Cash Option will be
made on 11 October 2010 and that any further cash distributions will be made by
the Liquidators as and when they consider it appropriate during a period of up
to several months after the Effective Date. Aggregate amounts due pursuant to
the Cash Option will be rounded down to the nearest penny, provided that, in
cases where the amount so payable to any such Shareholder is less than GBP5.00,
such amounts shall be donated to the British Heart Foundation, a charity
nominated by the Company.
5. INFORMATION ON UKSC
Eligible Shareholders who elect (or who are deemed to elect) for the UKSC
Option will receive UKSC Shares. No initial (sales) charge will be levied on
the issue of UKSC Shares pursuant to the Scheme.
UKSC is a sub-fund of the ICVC. UKSC aims to achieve capital growth with an
average yield through a portfolio of investments in UK smaller companies. In
pursuing this objective, the fund managers may include investments that they
consider appropriate which include transferable securities, money market
instruments, warrants, collective investment schemes, deposits and other
permitted investments and transactions.
The performance of UKSC to 30 July 2010 (the latest month-end date prior to
publication of the Circular) is set out in the table below.
Performance profile
(%) 3 months 6 months 1 year 3 years 5 years ACR* 10 years ACR*
Fund -4.1 0.0 14.5 -39.9 -22.8 -5.0 -13.4 -1.4
IMA Sector -2.1 4.7 25.2 -18.2 17.8 3.3 24.1 2.2
The standardised rolling 12 month performance of UKSC to 30 June 2010 is set
out in the table below.
Standardised rolling 12 month performance
30.06.05- 30.06.06- 30.06.07- 30.06.08- 30.06.09-
(%) 30.06.06 30.06.07 30.06.08 30.06.09 30.06.10
Fund 11.0 20.2 -22.6 -34.2 13.5
Source: Lipper
*: Annual Compound Return
Notes: The performance figures quoted are shown in sterling on a mid-to-mid
basis, inclusive of net reinvested income and net of the annual management
charge and all other fund expenses for the relevant period. The figures do not
reflect the initial (sales) charge paid by individual investors. Past
performance is not a guide to future returns.
As shareholders in a sub-fund of ICVC, holders of UKSC Shares will normally be
able to redeem their UKSC Shares daily. The price at which UKSC Shares may be
bought or sold is calculated by reference to the UKSC Net Asset Value. The UKSC
NAV is currently calculated at 12 noon on each business day (the "Valuation
Point"). UKSC deals on a forward pricing basis, this being the price calculated
by reference to the next Valuation Point after the purchase or sale order is
received by IFML.
UKSC Shares are not listed on the Official List or admitted to trading on the
London Stock Exchange or any other recognised stock exchange. UKSC Shares
cannot be traded, therefore, on any market.
ICVC does not have a board of individual directors. Invesco Fund Managers
Limited is the authorised corporate director of ICVC.
6. FURTHER DETAILS OF THE SCHEME
7.
+ Shareholders' Entitlements under the Proposals
Following approval of the Resolutions to be proposed at the Second EGM, the
Company will be placed in members' voluntary liquidation and the Liquidators
will make a distribution from the "A" Fund to Shareholders who have elected (or
who are deemed to have elected) for the Cash Option. In the event that the
realisation of the "A" Fund has not been completed by the Effective Date, there
may be further cash distributions which will be made by the Liquidators as and
when they consider it appropriate during a period of up to several months after
the Effective Date. The Liquidators, pursuant to the Transfer Agreement, will
also transfer the "B" Fund to the Depositary for the account of UKSC. It is
expected that the UKSC Shares will be issued to Shareholders who elect (or are
deemed to elect) for the UKSC Option pro rata to their respective holdings on
or around the Effective Date.
The number of UKSC Shares which a Shareholder electing for the UKSC Option will
receive under the Proposals will be calculated on the Effective Date.
* Liquidation Fund and Liquidators' Retention
The Liquidators will retain an amount which they consider sufficient to provide
for all outstanding current and future liabilities of the Company, including
contingent liabilities and the costs incurred by, or in respect of, the Company
and the Liquidators in relation to the Proposals. The Liquidation Fund will
comprise cash and other assets, such as the Company's unquoted investments (to
the extent not realised by the date of the Second EGM) and any other
investments that are not capable of being transferred to the Depositary for the
account of UKSC. It is currently anticipated that all of the Company's holdings
(except for the unquoted investments) will be capable of being transferred to
the Depositary for the account of UKSC. The Contingent Tax Asset (as described
in paragraph 6.3 below) and the costs associated with recovering the Contingent
Tax Asset will also be allocated to the Liquidation Fund.
It is currently estimated by the Liquidators that the amount to be set aside as
a retention to provide for unknown and unascertained liabilities over and above
the Company's known liabilities will be GBP70,000. The Liquidators shall take all
practicable steps, as and when the Liquidators shall think fit, to realise the
Company's investments (if any) in the Liquidation Fund and to the extent that
the aggregate of the proceeds from sales of any investments in the Liquidation
Fund and the amount set aside for contingencies is not required, in due course
pay the remaining balance in cash to the holders of Shares on the Register at
6.00 p.m. on 8 September 2010 (being the date on which the Register closes) pro
rata to their respective holdings of Shares, provided that no such amount of
less than GBP5.00 shall be paid to any Shareholder but the same shall instead be
paid to the British Heart Foundation, a charity nominated by the Company. The
Liquidators shall be entitled to make one or more interim payments to holders
of Shares pro rata to their holdings of Shares, although it is expected that,
in respect of any recoveries of VAT (as described in paragraph 6.3 below),
there will be only one distribution, if any, from the Liquidation Fund
immediately prior to the closure of the liquidation.
* Contingent Tax Asset
A test case (the "AIC case") was brought by the Association of Investment
Companies (the "AIC") and JPMorgan Fleming Claverhouse Investment Trust plc
with regard to the VAT treatment of fees relating to the management of
investment trusts. Unlike the position regarding UK authorised unit trusts and
UK open-ended investment companies, fees relating to the management of the
assets of investment trusts were subject to value added tax at the standard
rate. The AIC and JPMorgan Fleming Claverhouse Investment Trust plc won their
case against HMRC to establish that investment trusts are exempt from VAT on
management fees.
Subsequent to the AIC case, the House of Lords' ruling in the Condé Nast and
Fleming (t/a Bodycraft) cases in January 2008 opened the way for investment
trusts to reclaim VAT paid in respect of the period from 1990 to 1996 which was
previously thought to have been time-barred.
As a result, the Company has already received certain amounts in relation to
VAT for past periods. No recovery has, however, been made in respect of VAT
paid from 1997 to 2000. Claims have also been made for compound interest for
the period 1990 to 2007, and for compound interest which should have been paid
in respect of the amounts already received rather than the simple interest
received to date. The extent to which anything may eventually be recovered
under these claims is uncertain and depends upon the outcome of litigation
undertaken by other taxpayers.
The Company has engaged Ashurst LLP to pursue a claim for restitution against
HMRC to recover amounts of VAT suffered by the Company that could not be
reimbursed via repayments received from the Investment Manager, particularly in
respect of periods from 1997 to 2000. Similar claims have been made to the High
Court by other investment trusts and a lead case is currently being progressed.
Such a claim would also include an element of interest, calculated on a
compound basis. Fees for Ashurst LLP's services have been agreed at GBP40,000
plus VAT on a fixed fee basis. The remaining outstanding VAT the Company is
seeking to reclaim is in the region of GBP1,460,000 together with any applicable
interest that the Court, if it rules in the Company's favour, may award.
The Scheme provides for assets to be held in the Liquidation Fund to enable the
Liquidators to hold the liquidation open to allow the Company to recover any
amounts which may be available under these claims (the "Contingent Tax Asset").
If any such recovery is made, it will be credited to the Liquidation Fund and
dealt with in accordance with paragraph 9 of Part III of the Circular. The
Liquidators shall have the sole discretion to manage the conduct of any action
against HMRC, including any settlement or termination of any action taking into
account the available assets of the Company and the cost/benefit to the
Company, and including determining when to close the liquidation. The pursuit
of recovery of further amounts of VAT and interest may result in the
liquidation being kept open for several years until such claims have been
finally determined, subject to sufficient assets being available in the
Liquidation Fund to do so. It is anticipated that liquidation costs of
approximately GBP5,000 to GBP10,000 plus Registrar's costs of maintaining the
Register plus applicable VAT will be incurred for each year that the
liquidation is kept open. The Liquidation Fund has retained a sum of GBP120,000
in respect of these potential costs.
* Conditions
The Scheme is conditional on a number of conditions being fulfilled, including
the passing of the requisite Resolutions at the Meetings. If any condition to
the Scheme is not satisfied, the Scheme will not be implemented and the Company
will remain in existence.
* Costs of the Proposals
The total costs of the Proposals (excluding (i) the Liquidators' retention
described in paragraph 6.2 above and (ii) the realisation and management costs
of the Investment Manager as described in paragraph 6.6 below) are not expected
to exceed GBP430,000 (including VAT), equivalent to approximately 0.86 per cent.
of the Company's net asset value as at the close of business on 9 August 2010
(being the latest practicable date prior to publication of the Circular). These
costs have been provided for in the Company's financial statements for the year
ended 31 March 2010.
* Investment Manager's Termination Costs and Fees
If the Scheme becomes effective, the Investment Manager and the Company will
enter into a side letter, amending the existing Investment Management
Agreement, pursuant to which the Investment Manager will be retained to manage
the realisation of the assets allocated to the "A" Fund until 30 June 2011 or,
if earlier, until all of the assets allocated to the "A" Fund have been
realised.
Under the terms of the Side Letter, the Investment Manager shall receive a
reduced fixed management fee of 0.3 per cent. on the gross asset value of the
"A" Fund and any investments in the Liquidation Fund calculated as at the close
of business on the date of the First EGM. Half of such management fee shall be
payable on the Effective Date and the remainder shall be paid to the Investment
Manager once 80 per cent. of the "A" Fund has been realised. Such fee shall be
borne by the "A" Fund and, to the extent that any investments that are held in
the Liquidation Fund are managed by the Investment Manager, the Liquidation
Fund. In the event that the realisation of the "A" Fund has been completed by
the Effective Date, the Investment Manager will be entitled to the same fixed
fee as described above, payable on the Effective Date, or as soon as
practicable thereafter.
The Investment Manager has agreed to waive its termination costs and fees under
the Investment Management Agreement and, save as described above, will not be
entitled to any other termination fees or costs under the Investment Management
Agreement.
* Tax Consequences For Shareholders
All Shareholders who elect (or are deemed to elect) for the Cash Option should
note that they will thereby make a disposal of their Shares for the purposes of
UK taxation of capital gains. Such Shareholders within the scope of UK taxation
of capital gains in respect of their holdings of Shares may therefore realise a
chargeable gain or allowable loss depending on their applicable circumstances.
The Directors have been advised that the receipt by Shareholders of UKSC Shares
should not constitute a chargeable disposal of their Shares for the purposes of
UK taxation of chargeable gains.
7. ELECTIONS
8.
+ General
The choice between the options available under the Scheme is a matter for each
Eligible Shareholder and will be influenced by his or her individual financial
and tax circumstances and investment objectives. Accordingly, Shareholders
should read the whole of the Circular carefully before making any election.
* Deemed Elections
Eligible Shareholders may elect for the UKSC Option only in respect of Shares
held as at the Record Date. In the event that an Eligible Shareholder acquires
further Shares after the Record Date, such Eligible Shareholder will be deemed
to have elected for the Cash Option in respect of any Shares held by them in
excess of the number held at the Record Date.
Eligible Shareholders who do not return a Form of Election or (as appropriate)
send a TTE instruction to Euroclear in accordance with the above instructions
will be deemed to have elected for the UKSC Option in respect of their holding
of Shares as at the Record Date and will be deemed to have elected for the Cash
Option in respect of any Shares held by them in excess of the number held at
the Record Date.
Shareholders who are not Eligible Shareholders will be deemed to have elected
for the Cash Option in respect of their entire holding of shares.
Overseas Shareholders and Major Shareholders will not receive a Form of
Election and will be deemed to have elected for the Cash Option in respect of
their entire holding of Shares.
8. OVERSEAS SHAREHOLDERS AND MAJOR SHAREHOLDERS
9.
+ Overseas Shareholders
In order to ensure that there is no breach of any securities laws applicable in
any overseas jurisdictions, neither the Circular nor any of the documents
accompanying the Circular will be sent to any Shareholder whose address in the
Company's register of members is outside the UK, the Channel Islands and the
Isle of Man. Any such Shareholder may specify an address in the UK, the Channel
Islands or the Isle of Man to which such documents (excluding the Form of
Election) may be despatched. If the Scheme becomes effective, such Overseas
Shareholders will be deemed to have elected for the Cash Option.
The implications of the Scheme, as regards Shareholders who are citizens,
residents or nationals of jurisdictions outside the UK, the Channel Islands and
the Isle of Man, may be affected by the laws of the relevant jurisdictions.
Such Overseas Shareholders should inform themselves about and observe any
applicable legal requirements. It is the responsibility of each Overseas
Shareholder to satisfy himself as to the full observance of the laws of the
relevant jurisdiction in connection with the Scheme, including the obtaining of
any governmental or other consents which may be required and compliance with
other necessary formalities and the payment of any issue, transfer or other
taxes due in such jurisdiction.
* Major Shareholders
The Board believes that the UKSC Option should be available to small, long-term
investors and that holders of UKSC Shares would be disadvantaged by Major
Shareholders rolling over into UKSC on a short-term basis. Consequently, the
UKSC Option is only being made available to Shareholders (excluding Overseas
Shareholders) who, either directly or indirectly, hold less than three per
cent. of the voting rights of the Company as at the Record Date.
Under the terms of the Scheme, it is intended that any Shares held by a Major
Shareholder, or by reference to which a Major Shareholder holds financial
instruments or other interests that are disclosable under the FSA's Disclosure
and Transparency Rules, are deemed to have been elected for the Cash Option.
Accordingly Major Shareholders will not receive a Form of Election and will be
deemed to have elected for the Cash Option in respect of their entire holding
of Shares. Notwithstanding the foregoing, the Company shall not be liable for
any loss, damage, costs or expenses (whether direct or consequential) arising
in the event that any such Shares are erroneously elected, or erroneously
deemed to have been elected, for the UKSC Option.
As at 9 August 2010 (the latest practicable date prior to the publication of
the Circular), Invesco Savings Scheme Nominees Limited held Shares representing
4.9 per cent. of the Company's total voting rights. These Shares are held on
behalf of individual investors in the Invesco Perpetual Investment Trust Series
2: Savings & Investment Plan, and no single investor holds Shares representing
more than three per cent. of the Company's issued share capital. The Board has
determined that Invesco Savings Scheme Nominees Limited shall not be treated as
a Major Shareholder and will be entitled to receive a Form of Election to
enable it to make elections on behalf of the individual investors.
9. SHAREHOLDER INTENTIONS
The Company has received an irrevocable undertaking and a letter of intent from
Major Shareholders, representing in aggregate 20.8 per cent. of the Company's
total voting rights, pursuant to which such Shareholders have agreed to (a)
approve the Proposals and vote in favour of the Resolutions to be proposed at
the Meetings; and (b) be treated as having elected for the Cash Option in
respect of their entire holding of Shares.
10. SHAREHOLDER MEETINGS
* Introduction
The Proposals require the approval of Shareholders. Notices convening the
requisite Meetings are set out at the end of the Circular. In addition, a class
consent from the Management Shareholder (as further described in paragraph 10.2
below) is also required in order to effect the Proposals.
* Class Consent
In order to effect the Proposals, a class consent of the Management Shareholder
is required. Such consent shall approve the resolutions to be proposed at the
First and Second Extraordinary General Meetings, approve the Scheme and
sanction any effect on or modification to the special rights attaching to the
Management Shares which may result from the passing of such resolutions or the
implementation of the Proposals. The Investment Manager is the holder of the
Management Shares and has irrevocably undertaken to give the class consent
required.
* Class Meeting
The Class Meeting of the Shareholders will be held at 10.15 a.m. on 10
September 2010 (or as soon thereafter as the Annual General Meeting shall have
concluded or have been adjourned). At the Class Meeting, a special resolution
will be proposed to approve the resolutions to be proposed at the First and
Second Extraordinary General Meetings, to approve the Scheme and to sanction
any effect on or modification to the special rights attaching to the Shares
which may result from the passing of such resolutions or the implementation of
the Proposals. The quorum at such meeting is two Shareholders representing one
third of the voting rights.
* First Extraordinary General Meeting
The First EGM will be held at 10.20 a.m. on 10 September 2010 (or as soon
thereafter as the Class Meeting of the Shareholders shall have concluded or
have been adjourned). A special resolution will be proposed at that meeting to
amend the Company's Articles for the purposes of the Scheme, to approve the
Scheme and to authorise its implementation by the Liquidators. That resolution
will also convert the existing Shares into separate into separate classes of
Shares prior to the Company's winding up in accordance with their respective
entitlements under the Scheme. The Scheme will not in any event become
effective until (inter alia) the resolution to be proposed at the Second
Extraordinary General Meeting has been passed.
If the resolution set out in the notice of the First EGM is passed, such that
the Shares become Reclassified Shares but the Scheme does not become
unconditional, the Reclassified Shares will revert to Shares as if the
reclassification had never occurred.
* Second Extraordinary General Meeting
The Second Extraordinary General Meeting will be held at 10.00 a.m. on 1
October 2010. A special resolution will be proposed at that Meeting to wind up
the Company voluntarily, appoint the Liquidators and authorise the Liquidators
to exercise certain powers for which the express sanction of Shareholders is
required under the Insolvency Act 1986, such as paying classes of creditors in
full.
Such resolution is conditional, inter alia, on the resolution to be proposed at
the First EGM having been passed prior to the Second EGM and the passing of the
resolution at the Class Meeting. The Scheme will become effective on the
passing of the resolution at the Second EGM if the resolution to be proposed at
the First EGM has been passed and the other conditions of the Scheme are
satisfied prior to the Second EGM.
* Voting at Meetings
The majority required for the passing of all resolutions to be put at the
Meetings is not less than three quarters of the votes cast. On a show of hands
each Shareholder present in person or by duly authorised representative will
have one vote and on a poll each Shareholder present in person or by proxy will
have one vote for each share held.
11. EXPECTED TIMETABLE
2010
Record Date for the purposes of Elections 6.00 p.m. on 9 August
Date from which it is advised that dealings in Shares should only be
for cash settlement and immediate delivery of documents of title 6 September
Latest time for receipt of forms of proxy for the Annual General
Meeting of the Shareholders 10.00 a.m. on 8 September
Latest time for receipt of forms of proxy for the Class Meeting of 10.15 a.m.
on 8 September
the Shareholders
Latest time for receipt of forms of proxy for the First EGM 10.20 a.m. on 8
September
Latest time for receipt of Forms of Election 1.00 p.m. on 8 September
Latest time for receipt of TTE instructions from Shareholders 1.00 p.m. on 8
September
holding Shares in uncertificated form
Register closed and Shares disabled in CREST 6.00 p.m. on 8 September
Annual General Meeting 10.00 a.m. on 10 September
Class Meeting of the Shareholders 10.15 a.m. on 10 September
First Extraordinary General Meeting 10.20 a.m. on 10 September
Latest time for receipt of forms of proxy for the Second EGM 10.00 a.m. on 29
September
Shares reclassified into Reclassified Shares and Register reopened* 8.00 a.m.
on 30 September
Dealings in Reclassified Shares on the Official List suspended 7.30 a.m. on 1
October
Second Extraordinary General Meeting 10.00 a.m. on 1 October
Effective date for implementation of Proposals 1 October
Written confirmations in respect of UKSC Shares despatched week commencing 4
October
Cheques despatched and CREST payments made** 11 October
Cancellation of listing of the Reclassified Shares on or around 7 October 2011
* The Reclassified Shares are a technical requirement of the Scheme. Shares
will be reclassified according to the Elections made (or deemed to have been
made) by Shareholders.
** Shareholders who hold their Shares in CREST will receive the payments to be
made on 11 October 2010 through the CREST system. There may be further payments
to Shareholders who elect (or are deemed to elect) for the Cash Option in due
course. Any further payments will be made by cheque.
Document Viewing Facility
Copies of the Circular have been submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
All references in this announcement are to London times.
Unless otherwise stated in the announcement, capitalised terms are as defined
in the Circular.
This announcement does not contain all the information which is contained in
the Circular and Shareholders should read the Circular to make an informed
election under the Proposals.
Contacts:
John Sands (Chairman) 020 7065 3249
Invesco
Tim Mitchell 020 7065 3555
Collins Stewart
Andrew Zychowski 020 7523 8363
Lucy Lewis 020 7523 8360
Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as adviser to Invesco
English and International Trust plc and is acting for no-one else in connection
with the strategic review and the contents of this announcement, and will not
be responsible to anyone other than the Company for providing the protections
afforded to clients of Collins Stewart Europe Limited nor for providing advice
in connection with the strategic review and the contents of this announcement
or any other matter referred to herein. Collins Stewart Europe Limited is not
responsible for the contents of this announcement. This does not exclude or
limit any responsibilities which Collins Stewart Europe Limited may have under
the Financial Services and Markets Act 2000 or the regulatory regime
established thereunder.
END
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