PLI Perpetual Income And Growth Investment Trust Plc

 
TIDMPLI 
 
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, 
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED 
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA. 
 
12 October 2020 
 
               Perpetual Income and Growth Investment Trust plc 
 
                            Publication of Circular 
 
On 29 July 2020, the Board of Perpetual Income and Growth Investment Trust plc 
("PLI" or the "Company") announced that it had concluded its comprehensive 
search for a new manager with the credentials and capacity to deliver capital 
growth and real growth in dividends over the medium to longer term mainly from 
UK equities.  Having considered a large number of proposals, the Board agreed 
heads of terms for a combination of the assets of the Company with Murray 
Income Trust plc ("Murray Income" or "MUT") by means of a scheme of 
reconstruction and winding up of the Company under section 110 of the 
Insolvency Act 1986 (the "Proposals"). 
 
The Board is pleased to announce that the Company has today published a 
circular to the Company's shareholders ("Shareholders") in connection with the 
Proposals (the "Circular"). 
 
The Proposals 
 
Under the Proposals, Shareholders will be entitled to elect to receive in 
respect of some or all of their Shares: 
 
(a)        New MUT Shares (the "Rollover Option"); and/or 
 
(b)        cash (the "Cash Option"). 
 
Shareholders can make different elections in respect of different parts of 
their holdings. The Cash Option is limited to 20 per cent. of the Company's 
shares in issue (excluding shares held in treasury) (the "Shares"). Should 
total elections for the Cash Option exceed 20 per cent. of the Shares, excess 
elections for the Cash Option will be scaled back into New MUT Shares on a pro 
rata basis. 
 
In order to effect the Scheme and the proposed amendments to the Company's 
articles of association in relation to the Scheme, Shareholder approval is 
required at the First General Meeting. If the Scheme is approved at the First 
General Meeting, Shareholder approval is required at the Second General Meeting 
to wind up the Company voluntarily and to appoint and grant authority to the 
Liquidators to implement the Scheme. 
 
Benefits of the Proposals 
 
The Board believes that the Proposals will have the following benefits for 
Shareholders: 
 
  * continued investment exposure to UK equities via one of the largest 
    investment trusts in the UK Equity Income sector which, upon completion, is 
    expected to have in excess of GBP1 billion of assets and greater secondary 
    market liquidity; 
 
  * integration into a trust with an aligned investment philosophy and a 
    narrower discount than the Company's over recent years; 
 
  * access to the extensive resource and experience within the UK Equities team 
    at ASI, with Charles Luke as lead portfolio manager; 
 
  * investment in an AIC Dividend Hero investment trust with both the 
    credentials and capacity to deliver capital growth as well as real growth 
    in dividends, which has a dividend yield (as at 8 October 2020) of 4.5 per 
    cent and a 47 year track record of dividend increase; 
 
  * a significant reduction in costs, with Murray Income having one of the 
    lowest weighted average management fees (0.38 per cent. per annum) and 
    ongoing charges ratio (0.50 per cent. per annum) in the sector following 
    the completion; and 
 
  * the opportunity to exit the Company at close to NAV. 
 
The Proposals are also expected to result in an uplift in the valuation of 
Shareholders' investments due to the narrower discount to net asset value at 
which the MUT Shares have historically traded compared with the Shares. Over 
the 12 months ended 8 October 2020, the shares of the Company and of Murray 
Income traded at average discounts to cum-income net asset value of 12.8 per 
cent. and 4.9 per cent. respectively. 
 
Summary information on Murray Income 
 
Murray Income's investment objective is to aim for a high and growing income 
combined with capital growth through investment in a portfolio of principally 
UK equities, which is very similar to the Company's current objective. 
 
In pursuit of its investment objective, Murray Income invests principally in UK 
equities to deliver to investors a high and growing income combined with 
capital growth. The MUT Investment Manager's philosophy is that markets are not 
always efficient. It believes that superior investment returns are therefore 
attainable by identifying good companies with attractive valuations, defined in 
terms of the fundamentals that, in the MUT Investment Manager's opinion, drive 
share prices over the long term. The MUT Investment Manager undertakes 
substantial due diligence before initiating any investment, including company 
visits, in order to be assured of the quality of the prospective investment. 
Murray Income makes use of borrowing facilities to enhance shareholder returns 
when appropriate. 
 
Murray Income is an AIC dividend hero having grown its dividend for 47 
consecutive years. As at 8 October 2020, the dividend yield on MUT's shares was 
4.5 per cent.. Over the five years ended 31 August 2020, Murray Income has 
delivered cumulative NAV growth of 36.3 per cent., against the return of the 
FTSE All Share of 17.3 per cent., representing outperformance of 19 per cent.. 
 
The Proposals, if implemented, will result in Murray Income being one of the 
largest investment trusts in the UK Equity Income sector, with gross assets 
expected to be in excess of GBP1 billion. 
 
Murray Income's alternative investment fund manager for the purposes of the 
AIFM Directive is Aberdeen Standard Fund Managers Limited (the "ASFML"), which 
has delegated the day-to-day management of the portfolio to Aberdeen Asset 
Managers Limited ("AAML" or "MUT Investment Manager"). In particular, Charles 
Luke as lead portfolio manager, supported by the ASI UK Equities team, is 
responsible for the management of MUT's portfolio. Charles Luke has managed the 
MUT portfolio since 2006. 
 
Further details on Murray Income, including details of its performance track 
record, are set out in Part 2 of the Circular and in the accompanying MUT 
prospectus dated 12 October 2020 (the "MUT Prospectus"). 
 
Dividends 
 
It is expected that Shareholders will see a reduction in their dividend yield 
given that MUT has a lower, but still attractive, current dividend yield than 
PLI. Over the five years ending 31 August 2020, MUT's dividend has grown at a 
compound annual growth rate of 1.85 per cent. per annum. MUT also has an 
unbroken record of 47 years of dividend growth. 
 
Partly in recognition of the reduction in absolute dividends that a PLI 
Shareholder would be expected to receive following the implementation of the 
Scheme, the Board has declared a pre-liquidation final interim dividend of 13 
pence per Share to reflect a distribution of its accumulated revenue reserve 
(including current year net income to date), which will be paid to PLI 
Shareholders prior to the Effective Date.  PLI Shareholders receiving New MUT 
shares under the Scheme will rank fully for all dividends declared by MUT with 
a record date falling after the date of the issue of those New MUT Shares to 
them. 
 
Costs of implementing the Scheme 
 
The Company and Murray Income have agreed to each bear their own costs in 
relation to the Scheme. 
 
In the event that MUT Shareholders resolve not to proceed to implement the 
Scheme (including if MUT Shareholders do not approve any resolution required to 
implement the Scheme) then Murray Income will bear the abort costs of both 
parties. 
 
In the event that the PLI Shareholders resolve not to proceed to implement the 
Scheme (including if Shareholders do not approve any resolution required to 
implement the Scheme) then the Company will bear the abort costs of both 
parties. 
 
In the event that both of the parties resolve not to proceed to implement the 
Scheme (including if both PLI Shareholders and the MUT Shareholders do not 
approve any resolutions required to implement the Scheme) then each party will 
bear its own abort costs. 
 
ASFML has agreed to waive the management fee payable by MUT in respect of the 
net assets transferred to MUT under the Scheme for the first 182 days following 
the completion of the Scheme, which will be for the benefit of the shareholders 
of the enlarged MUT, including those PLI shareholders who elect for the 
Rollover Option. 
 
PLI Notes 
 
On the Effective Date, the PLI Notes will be novated to MUT and MUT will accept 
the obligations of the Company in respect of the PLI Notes. The Company will 
bear all interest under the PLI Notes up to the Calculation Date. The PLI Notes 
will rank equally with the existing secured notes issued by MUT.  Further 
details on the PLI Notes and the MUT Notes are set out in the MUT Prospectus. 
 
General Meetings 
 
The Proposals are conditional, inter alia, upon Shareholders' approval of the 
resolutions to be proposed at the First General Meeting and the Second General 
Meeting (the "Resolutions"). Both General Meetings will be held at the offices 
of Dickson Minto W.S., 17 Charlotte Square, Edinburgh EH2 4DF. 
 
First General Meeting 
 
The First General Meeting will be held on 9 November 2020 at 11.00 a.m. 
 
The Resolutions to be considered at the First General Meeting (which will be 
proposed as special resolutions) will, if passed, approve the terms of the 
Scheme, amend the Articles to give effect to the Scheme and authorise the 
Liquidators to implement the Scheme should the Resolution to be proposed at the 
Second General Meeting be passed. Each resolution put forward at the First 
General Meeting will require at least 75 per cent. of the votes cast in respect 
of it, whether in person or by proxy, to be voted in favour to be passed at the 
First General Meeting. The Scheme will not become effective unless and until, 
inter alia, the resolution to be proposed at the Second General Meeting has 
also been passed. 
 
Second General Meeting 
 

The Second General Meeting will be held on 17 November 2020 at 11.00 a.m. 
 
At the Second General Meeting, a special resolution will be proposed which, if 
passed, will place the Company into liquidation, appoint the Liquidators and 
agree the basis of their remuneration, instruct the Company Secretary to hold 
the books to the Liquidators' order, and provide the Liquidators with 
appropriate powers to carry into effect the amendments to the Articles made at 
the First General Meeting. The Resolution will require at least 75 per cent. of 
the votes cast in respect of it, whether in person or by proxy, to be voted in 
favour to be passed at the Second General Meeting. 
 
Overseas Shareholders 
 
Overseas Shareholders will not receive a copy of the MUT Prospectus unless they 
have satisfied the MUT Directors that they are entitled to receive and hold New 
MUT Shares without breaching any relevant securities laws and without the need 
for compliance on the part of the Company or Murray Income with any overseas 
laws, regulations, filing requirements or the equivalent. 
 
No action has been taken or will be taken in any jurisdiction other than the UK 
where action is required to be taken to permit the distribution of the Circular 
and/or the MUT Prospectus. Accordingly, such documents may not be used for the 
purpose of, and do not constitute, an offer or solicitation by anyone in any 
jurisdiction or in any circumstances in which such offer or solicitation is not 
authorised or to any person to whom it is unlawful to make such offer or 
solicitation. 
 
To the extent that an Overseas Shareholder would otherwise receive New MUT 
Shares under the Scheme, either because no Election for the Cash Option was 
made or because an Excess Application for the Cash Option is scaled back in 
accordance with the Scheme, then such New MUT Shares will be sold by the 
Liquidators in the market and the net proceeds paid to the relevant Overseas 
Shareholder. 
 
Overseas Shareholders wishing to elect for the Cash Option must complete and 
return the Form of Election accompanying the Circular or send a TTE Instruction 
(as applicable). 
 
Expected Timetable 
 
                                                                             2020 
 
Ex-dividend date for the final interim dividend to                     15 October 
Shareholders 
 
Record date for the final interim dividend to                          16 October 
Shareholders 
 
Latest time and date for receipt of Forms of Proxy       11:00 a.m. on 5 November 
for the First General Meeting 
 
Latest time and date for receipt of the Forms of         11:00 a.m. on 5 November 
Election and/or TTE Instructions 
 
Record Date for entitlements under the Scheme             6.00 p.m. on 6 November 
 
First General Meeting                                    11:00 a.m. on 9 November 
 
Shares disabled in CREST                                  6:00 p.m. on 9 November 
 
Calculation Date                                         5.00 p.m. on 12 November 
 
Payment date for the final interim dividend                           13 November 
 
Latest time and date for receipt of Forms of Proxy      11.00 a.m. on 13 November 
for Second General Meeting 
 
Reclassification of the Shares (and commence             8.00 a.m. on 16 November 
dealings in Reclassified Shares) 
 
Suspension of listing of Reclassified Shares and         7.30 a.m. on 17 November 
Company's Register closes 
 
Second General Meeting                                  11.00 a.m. on 17 November 
 
Effective Date for implementation of the Scheme                       17 November 
 
Announcement of the results of Elections, the PLI                     17 November 
FAV per Share, the Cash NAV per Share and the MUT 
FAV per Share 
 
CREST accounts credited with, and dealings commence      8.00 a.m. on 18 November 
in, New MUT Shares 
 
Cheques despatched to Shareholders who elect for the  week commencing 23 November 
Cash Option in accordance with their entitlements 
and CREST accounts credited with cash 
 
Share certificates in respect of New MUT Shares       week commencing 23 November 
despatched (or as soon as practicable thereafter) 
 
Cancellation of listing of Reclassified Shares       as soon as practicable after 
                                                               the Effective Date 
 
Note: All references to time in this document are to UK time. Each of the times 
and dates in the above expected timetable (other than in relation to the 
General Meetings) may be extended or brought forward. If any of the above times 
and/or dates change, the revised time(s) and/or date(s) will be notified to 
Shareholders by an announcement through a Regulatory Information Service. 
 
General 
 
This announcement does not contain all the information which is contained in 
the Circular and Shareholders should read the Circular, the MUT Prospectus and 
the MUT KID to make an informed Election under the Proposals. 
 
Defined terms used in this announcement have the meanings given in the Circular 
unless the context otherwise requires. 
 
A copy of the Circular has been submitted to the Financial Conduct Authority 
and will be available for inspection at the National Storage Mechanism which is 
located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the 
Company's website at https://www.invesco.com/uk/en/investment-trusts/individual 
/perpetual-income-and-growth-investment-trust-plc.html.co.uk. 
 
Contacts 
 
Richard Laing, Chairman 
Contact through Winterflood 
 
Winterflood Investment Trusts (Corporate Broker) 
Joe Winkley / Neil Morgan 
Telephone 020 3100 0301 / 0292 
 
Invesco Fund Managers Limited 
Angus Pottinger 
Telephone 020 3753 0714 
 
Aberdeen Standard Investments 
James Thorneley 
Telephone 0776 855 6334 
 
Note: The content of the Company's web-pages and the content of any website or 
pages which may be accessed through hyperlinks on the Company's web-pages, 
other than the content of the document referred to above, is neither 
incorporated into nor forms part of the above announcement. 
 
 
 
END 
 

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