TIDMCPE

RNS Number : 2203Q

Charter European Trust plc

14 October 2011

CHARTER EUROPEAN TRUST PLC

Publication of Circular and Notice of General Meeting

14 October 2011

The Board of Directors of Charter European Trust plc (the "Company") announces that is has today posted a circular to Shareholders (the "Circular") containing a notice of general meeting to be held at 10.30a.m. on 8 November 2011 at the offices of RCM (UK) Limited, 155 Bishopsgate, London EC2M 3AD ("GM" or "General Meeting").

Introduction

The Board announced on 26 September 2011 that Midas Investment Management Limited ("Midas") (acting through Manchester & Metropolitan Investment Limited ("M&M"), whose shareholding in the Company is under the management of Midas) had requisitioned the General Meeting to consider a special resolution (the "Midas Resolution") to vary certain voting arrangements under the share scheme for retail investors investing in the Company's shares operated by Alliance Trust Savings Limited ("Alliance Trust", and such share scheme being the "AT Savings Scheme").

The Board is required, in accordance with the relevant provisions of the Companies Act 2006, to convene the GM and write to Shareholders regarding the Resolution. However, it is with reluctance that the Board has done so, thereby incurring costs for the Company, when the Board believes that the majority of Shareholders would rather the Board focus its attention on the future of the Company, proposals for which the Board announced on 28 September 2011 (the "Reconstruction Proposals").

Midas has left the Board with no choice but to convene the GM and the Board strongly believes that Midas has built up a stake in the Company and called this GM for the specific purpose of influencing the Company's future direction for its own benefit without regard to the interests of all Shareholders.

Indeed, Midas has indicated that it would, in the future, wish to remove independent directors from the Board and appoint its own representative, and include Manchester and London Investment Trust plc ("M&L"), a fund that it manages, as a default rollover option in any reconstruction of the Company. As a result, the Board is unanimously of the opinion that the Midas Resolution is not in the best interests of Shareholders as a whole and accordingly has recommended that Shareholders vote AGAINST the Midas Resolution to be proposed at the General Meeting.

Background

As the Board has previously announced, Midas has been aggressively acquiring Shares over the course of the last few months and, so far as the Company is aware, funds under the management of Midas hold 25.01 per cent. of the Company's total voting rights as at the date of the Circular.

On 22 August 2011, the Board announced that, notwithstanding the Company's good long-term net asset value performance compared to its benchmark, the Company had failed to attract sufficient new long-term investors and that it remains small in size, particularly in comparison to its peer group. Accordingly, the Board announced that it would examine and evaluate the options available to the Company and its Shareholders going forward, either as a continuing vehicle or in the context of a reconstruction. Thereafter, the Board contacted the Company's major Shareholders to ascertain their views on, and their objectives towards, the Company. As part of this process, the Board understood from Midas that it would only support reconstruction proposals if these included M&L as a rollover option. Given that Midas holds just over 25 per cent. of the Company's total voting rights, it is effectively in a position to block any reconstruction proposals put forward by the Board.

After much deliberation, the Board announced on 28 September 2011 that it had formulated Reconstruction Proposals that it would wish to put to Shareholders. However, in order not to incur costs unnecessarily, the Board would only do so once Midas has confirmed that it would not seek to block such proposals. In the event that the Board's Reconstruction Proposals are put to Shareholders, a further circular will be sent to Shareholders giving full details of such proposals and convening a general meeting at which Shareholders will be afforded opportunity to vote on the Board's Reconstruction Proposals.

The Reconstruction Proposals which the Board wishes to put to Shareholders include the option of a full cash exit at realisable net asset value for those Shareholders who wish to realise their investment as well as a rollover into the award winning and strongly performing Jupiter European Fund, managed by Alexander Darwall. In addition, with reluctance but in the interests of pragmatism and in order to maximise the likelihood of Midas supporting the scheme of reconstruction, the Board has stated that it is prepared to offer M&L (a fund ultimately controlled by Mr B.S. Sheppard and his immediate family, and managed by Midas (which is itself controlled by Mr B.S. Sheppard and his immediate family)) as an additional rollover option.

Midas has repeatedly refused to engage with the Board further in relation to potential reconstruction proposals for the Company. On 23 September 2011, M&M requisitioned a GM to consider the Midas Resolution to vary the AT Savings Scheme voting arrangements. The AT Savings Scheme (with approximately 1400 private individual members, many of whom have been longstanding investors in the Company) holds 4,795,773 Shares representing approximately 22 per cent. of the Company's total voting rights. Despite the Board announcing the Reconstruction Proposals, and including M&L as a rollover option, Midas has not withdrawn its requisition. Given this conduct, the Board can only conclude that Midas has its own agenda for the future of the Company and, in requisitioning the GM, is seeking to alter the voting methodology of the AT Savings Scheme in order to enhance the influence of Midas' own vote on the future of the Company.

As the Board has noted, the Reconstruction Proposals, if implemented, will result in the Company undergoing a reconstruction and subsequent Members' Voluntary Liquidation. In this context, the AT Savings Scheme voting arrangements will be of no relevance.

In order to address any concerns which Midas might claim to have with regard to the possible effect of the current AT Savings Scheme voting arrangements on the outcome of a vote on the Board's Reconstruction Proposals, the Board has made it clear to Midas' advisers that it is prepared to amend the existing arrangements with Alliance Trust so as to disapply the scaling-up provisions under the AT Savings Scheme (as further described below)in good time prior to the publication of any circular relating to the Board's Reconstruction Proposals. Despite this, Midas has remained insistent on the removal of the scaling up provisions under the AT Savings Scheme and, in its recent announcement on 4 October 2011, it is clear that Midas see this GM as the first step in a process which would involve the removal of the independent Board, appointment of a Midas representative as a director to the Board, and securing M&L as one of the default rollover options under any scheme of reconstruction. In order to achieve those objectives, Midas would have to requisition a further general meeting at which Shareholders would consider such resolutions. The Board would make the following observations in relation to Midas' announcement:

-- Midas claims that it will not support any reconstruction proposals whilst the voting method used under the AT Savings Scheme involves scaling up. However, as stated above, the Board has made it clear that it is willing to disapply scaling up under the AT Savings Scheme in respect of the Reconstruction Proposals.

-- Midas is critical of the way in which the Company has been managed and yet it has been recommending the Company to its clients.

-- The Board has always been cost conscious and very much resents the additional costs of some GBP150,000, ultimately paid for by all Shareholders, which Midas is foisting on the Company as a result of its requisition of the GM and related matters.

-- Midas raises concerns about the presentation of M&L as a rollover option in any document that may be sent to Shareholders outlining the Reconstruction Proposals. In its announcement of 28 September 2011, the Board raised six points of concern (detailed below) regarding M&L that it felt would need to be brought to Shareholders' attention were M&L to be included as a rollover option under any scheme of reconstruction. The Board is yet to hear from Midas which of these points should not have been brought to Shareholders attention:

- M&L's shares stood at a 12.5 per cent. discount on 11 October 2011 (being the date of the last published NAV) to their net asset value and over the past 12 months the average discount has been 9.2 per cent. (source: Morningstar). It is difficult to see why the Company's shareholders would want to suffer such an immediate loss of value by rolling over their interest into M&L at net asset value. Only shareholders with very significant capital gains tax liabilities would, if they wish to be invested in M&L, do better to roll over into M&L rather than take cash and buy M&L in the secondary market;

- M&L's investment policy is significantly different to the Company's. M&L is not a European focussed fund and therefore would not provide a continuing, similar investment exposure for shareholders. The Board sees no particular merit in M&L when compared to a large number of other investment funds outside the European subsector which have better performance records, share ratings and trading liquidity in their shares. The Board believes that to the extent that there may be Shareholders who wish to change their asset allocation to another subsector, they are best placed to make that judgment themselves and should do so by electing for cash and reinvesting in a fund of their choice;

- M&L's portfolio is relatively concentrated, with one investment accounting for approximately 14 per cent. of asset value and the top 10 holdings accounting for approximately 63 per cent. (source: M&L's latest factsheet dated 31 August 2011). Such a fund should be considered higher risk and, as such, not one that the Board considers suitable to be put forward as an additional rollover option. This is borne out by M&L's recent performance where, during the recent market turmoil, its NAV has, over the two months to end of September 2011, fallen approximately 22 per cent. compared to a 12.2 per cent. fall in the FTSE All Share Index (source: Thomson Datastream). Over one year to 30 September 2011, M&L's NAV total return ranks 55th out of 57 investment companies whose policy is to invest predominantly in UK equities (source: Morningstar/AIC);

- Manchester & Metropolitan Investment Limited, ultimately controlled by Mr B.S. Sheppard and his immediate family, owns over 50 per cent. of M&L. As a result, M&M has effective control of M&L and is able, amongst other things, to decide the future of M&L and change the investment policy. Any other shareholders in such a fund will have limited influence;

- The Board is not aware of demand from among the Company's shareholders, other than from Midas, for M&L as a rollover option; and

- Inclusion of M&L as a rollover option will increase the costs of implementing a scheme as well as making it more complex and extending the timetable for its implementation.

The Board is independent and takes its independence very seriously indeed, particularly when it comes to safeguarding the interests of all Shareholders. As a result, it would be irresponsible of the Board to include M&L as a rollover option in the Reconstruction Proposals other than in the context of the particular set of circumstances arising as a result of Midas' large shareholding in the Company and only on the proviso that Shareholders are made aware of the pitfalls of rolling over their investment into M&L. It would be entirely inappropriate for the Board to recommend a scheme in which M&L was a default rollover option.

-- Midas seems to agree with the Reconstruction Proposals as proposed by the Board with one key exception: it wants M&L as a 50:50 default option with Jupiter European Fund. By way of explanation, Shareholders would receive the default option if they fail to make an election be it through omission, being away or through returning an incorrect election form. In the interests of pragmatism, the Board is prepared to include M&L as a rollover option but not as the default given its unsuitability for the reasons stated above. Furthermore, a large number of the Company's Shareholders are private individuals with relatively small holdings; accordingly, a default that is split across two different investments would create disproportionate administrative complexity for such Shareholders.

Until M&M and Midas give their support for the Board's Reconstruction Proposals (and the Board sees no reason why this should not be the case given the pragmatic approach which the Board has adopted), THE BOARD WOULD URGE YOU TO VOTE AGAINST THE MIDAS RESOLUTION.

The Company's arrangements with Alliance Trust

The Company has an arrangement with Alliance Trust in relation to the provision of the AT Savings Scheme. The AT Savings Scheme is a share scheme which consists of approximately 1400 private individuals, many of whom have been long-standing investors in the Company. As the Company has previously made clear, neither the Directors nor the manager hold Shares in the Company through the AT Savings Scheme and therefore they have no influence on the outcome of the AT Savings Scheme vote. As far as the Board is aware, neither Midas, nor any funds managed or controlled by Midas, nor any directors, officers or employees of Midas hold Shares through the AT Savings Scheme.

The AT Savings Scheme uses a democratic process to determine how to cast the votes in respect of the Shares held by it. The Company has agreed with Alliance Trust that Share Scheme Participants in the AT Savings Scheme will be provided with all of the information and notifications from the Company necessary for those Share Scheme Participants to make an informed direction as to how they wish to vote in relation to a relevant corporate action by the Company. Each Share Scheme Participant is then able to indicate how it wishes Alliance Trust Savings Nominee Limited ("ATSN") to vote his/her Shares. However, in the event that not all Share Scheme Participants indicate a vote, ATSN will vote its entire holding in proportion to the votes actually cast by those Share Scheme Participants who did vote.

The Midas Resolution

The Midas Resolution which Shareholders are being asked to consider, and which is set out in full in the Circular, directs and requires the Board, inter alia, to ensure that:

(a) the arrangements in place between the Company and Alliance Trust relating to share plans, savings schemes and/or related matters (the "Share Schemes") in respect of the Company's Shares be amended as a matter of urgency with the result that these arrangements no longer provide for or entitle the registered shareholder under the Share Schemes to exercise votes on behalf of participants in the Share Schemes unless those share scheme participants have given specific instructions to Alliance Trust as to how the votes attached to their relevant Shares should be cast on a particular resolution; and

(b) to the extent not already provided for by (a) above, to ensure that the provisions of the AT Savings Scheme be amended so that the terms of the AT Savings Scheme provide for the exercise of voting rights only in accordance with the specific instructions of the relevant Share Scheme Participants and any "scaling-up" provisions therein are abolished and have no further effect.

Document Viewing Facility

A copy of the Circular, including the notice of General Meeting, will shortly be available on the National Storage Mechanism at www.hemscott.com/nsm.do and is also available on the Company's website, www.chartereuropean.co.uk Capitalised terms not otherwise defined in this announcement have the meanings given to them in the Circular.

Contacts:

Giles Weaver (Chairman) 020 7523 8000

Collins Stewart Europe Limited 020 7523 8000

Robbie Robertson

Andrew Zychowski

Lucy Lewis

Lansons Communications 020 7294 3687

David Masters

Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as adviser to Charter European Trust plc and is acting for no-one else in connection with 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 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.

Chairman

This information is provided by RNS

The company news service from the London Stock Exchange

END

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