TIDMHGL
RNS Number : 1016T
Henderson Global Trust PLC
23 March 2016
HENDERSON GLOBAL TRUST PLC
HENDERSON INVESTMENT FUNDS LIMITED
23 March 2016
Henderson Global Trust plc
Recommended Proposals for the Reconstruction and Winding-up
proposals of Henderson Global Trust plc
On 1 February 2016, the board of directors (the "Board") of
Henderson Global Trust plc (the "Company") announced that,
following a strategic review, it had agreed, in principle, terms of
a combination with Henderson International Income Trust plc
("HINT"), a global income investment trust, and in order to cater
for those Shareholders who wish to retain exposure to a global
growth strategy, the Company had also agreed, in principle, with
the board of directors of The Bankers Investment Trust PLC ("BNKR")
that BNKR would act as an alternative rollover option for Ordinary
Shareholders (the "Proposals").
The Company is today sending a circular to Shareholders in
connection with the Proposals (the "Circular").
The Proposals
The Board are putting forward proposals to Shareholders for the
reconstruction and voluntary winding-up of the Company which will
enable Ordinary Shareholders to roll over their investment into
HINT and/or BNKR. Ordinary Shareholders may elect for a mixture of
these options to suit their personal requirements. Ordinary
Shareholders that make no Election will receive HINT Ordinary
Shares.
Under the Proposals, the Company will be wound up on 22 April
2016 by means of a members' voluntary liquidation and its net
assets transferred to HINT and BNKR, which will act as the
successor vehicles to the Company. In this way, it is envisaged
that UK resident Ordinary Shareholders will be given a
tax-efficient rollover of their entitlements. Ordinary Shareholders
will receive HINT Ordinary Shares and/or BNKR Ordinary Shares and
HINT and BNKR will acquire the respective net assets of the
Company.
In order to implement the Scheme, the undertaking, cash and
other assets of the Company will be divided into three funds: the
Liquidation Fund, the HINT Rollover Fund and the BNKR Rollover
Fund. Following an allocation to the Liquidation Fund, the division
of the remaining undertakings, cash and other assets will be made
on the basis of the value attributable to Elections for the HINT
Option and the value attributable to Elections for the BNKR Option
as a proportion of the total value attributable to Elections.
The number of HINT Ordinary Shares and/or BNKR Ordinary Shares
to be issued will be calculated by reference to the net asset value
of the HINT Ordinary Shares as at 22 April 2016 and the net asset
value of the BNKR Ordinary Shares as at 22 April 2016 plus a one
per cent. premium.
Holders of the Preference Stock will receive their entitlements
in cash under the winding-up of the Company.
Benefits of the Proposals
The Directors consider that the Proposals should have the
following benefits for Ordinary Shareholders and holders of
Preference Stock as compared to their current position, or under a
liquidation:
(i) they enable Ordinary Shareholders to roll over their
investments into HINT, a global income investment trust, with a
consistent track record of delivering dividend growth which may be
attractive to Ordinary Shareholders in the current market
environment;
(ii) they enable Ordinary Shareholders to roll over their
investments into BNKR a global growth investment trust with a
strong long-term track record;
(iii) Shareholders will not suffer the full dealing costs that
would be incurred on the realisation of the Company's portfolio in
the event of a simple winding-up;
(iv) Ordinary Shareholders who may be subject to UK capital
gains tax or corporation tax on chargeable gains should be able to
roll over their investment into HINT and/or BNKR and thereby
continue to receive investment returns without triggering an
immediate liability to UK capital gains tax or corporation tax;
(v) the use of rollover vehicle(s) will enable Ordinary
Shareholders to avoid dealing and other costs associated with a
purchase of HINT Ordinary Shares and/or BNKR Ordinary Shares in the
secondary market; and
(vi) they provide holders of the Preference Stock the ability to
realise at par their investment in an illiquid stock with no fixed
redemption date that has typically traded at a material discount to
par.
Special Dividend
On 24 February 2016, the Company announced its fourth interim
dividend for the year ended 31 January 2016 which will be paid on 1
April 2016 to Ordinary Shareholders on the register on 4 March
2016. In relation to the period from 1 February 2016 to the
Winding-up Date, the Directors have declared a special dividend of
2.5 pence per Ordinary Share, in order to ensure the Company meets
the distributions requirements to maintain investment trust status.
The special dividend will be paid on 19 April 2016 to Ordinary
Shareholders who are on the Register as at 6.00 p.m. on 8 April
2016. The ex-dividend date is 7 April 2016.
It is not anticipated that there will be further dividends paid
in relation to the year ending 31 January 2017 or for the period up
to the liquidation of the Company.
Henderson International Income Trust plc
HINT is a closed-ended investment company incorporated in
England and Wales on 2 March 2011 with an investment objective of
providing a high and rising level of dividends as well as capital
appreciation over the long-term from a focused and internationally
diversified portfolio of securities outside the UK.
In connection with the Proposals, HINT has agreed that in the
event that HINT Ordinary Shares trade in excess of a 5 per cent.
discount, on average, to the cum-income net asset value per HINT
Ordinary Share over the 90 days from the Effective Date, it will,
subject to obtaining any necessary shareholder approvals, seek to
implement a limited buy back tender offer to all shareholders then
in HINT for up to 20 per cent. of the number of HINT Ordinary
Shares issued under the Proposals (i.e. those new shares in HINT
issued pursuant to the Scheme). Any such tender offer will be at
the net asset value per share of the HINT Ordinary Shares, adjusted
to take into account the costs associated with implementing the
tender offer, at the relevant time.
Furthermore, HINT has agreed with Henderson that conditional on
the Proposals being implemented, the base management fee charged to
HINT will be reduced from 0.75 per cent. of HINT's net asset value
per annum to 0.65 per cent. of HINT's net asset value per annum
from the Effective Date and will be reduced further to a rate of
0.60 per cent. of HINT's net asset value per annum in respect of
those assets above GBP250 million.
Further details on HINT are set out in the Circular and the HINT
Prospectus to be sent to Shareholders.
Appointment of Richard Hills and Aidan Lisser to the HINT
Board
It is proposed that, subject to the Scheme being approved,
Richard Hills and Aidan Lisser be appointed as a non-executive
directors of HINT with effect from the Effective Date.
The Bankers Investment Trust PLC
BNKR is a closed-ended investment company incorporated in
England and Wales on 13 April 1888 with investment objectives of
achieving long term asset growth in excess of the FTSE All-Share
Index and regular dividend growth in excess of the increase in the
Retail Prices Index.
Further details on BNKR are set out in the Circular and the BNKR
Prospectus to be sent to Shareholders.
Conditions to the Scheme
The Scheme is conditional, among other things, upon:
(i) the passing of all Resolutions to be proposed at (a) the
Ordinary Shareholders' Class Meeting and the First General Meeting
and (b) the Second General Meeting (or at any adjournments thereof)
and upon any conditions of such Resolutions being fulfilled;
(ii) the passing of the HINT Resolution;
(iii) the passing of the BNKR Resolution;
(iv) the admission of the HINT Ordinary Shares and the BNKR
Ordinary Shares to be issued to Ordinary Shareholders pursuant to
the Scheme to listing on the premium segment of the Official List
and to trading on the main market of the London Stock Exchange;
(v) the Directors resolving to proceed with the Scheme.
In the event that condition (i)(a), (ii), (iii) or (iv) fails to
be satisfied, the Second GM will be adjourned indefinitely and the
Scheme will lapse.
Overseas Shareholders
The terms of the Proposals, as they relate to Restricted
Shareholders, may be affected by laws of the relevant jurisdiction.
Restricted Shareholders should inform themselves about, and
observe, any applicable legal requirements. Restricted Shareholders
will not receive a Form of Election, the HINT Prospectus or the
BNKR Prospectus.
It is the responsibility of Restricted Shareholders to satisfy
themselves as to the full observance of the laws of the relevant
jurisdiction in connection with the Proposals, including the
obtaining of any governmental or other consents which may be
required, compliance with necessary formalities and the payment of
any issue, transfer or other taxes due to such jurisdiction.
(MORE TO FOLLOW) Dow Jones Newswires
March 23, 2016 12:40 ET (16:40 GMT)
Any HINT Ordinary Shares or BNKR Ordinary Shares allotted to the
Liquidators and which would otherwise be issued to a Restricted
Shareholder pursuant to the Scheme will instead be issued to the
Liquidators as nominees on behalf of such Restricted Shareholder
who will arrange for such shares to be sold promptly by a market
maker at the best price obtainable, in circumstances in which the
Liquidators, HINT and/or BNKR acting reasonably consider that any
such issue of HINT Ordinary Shares and/or BNKR Ordinary Shares to
those Shareholders would or may involve a breach of the securities
laws or regulations of any jurisdiction, or if the Liquidators,
HINT and/or BNKR reasonably believe that the same may violate any
applicable legal or regulatory requirements or may require HINT
and/or BNKR to become subject to additional regulatory requirements
(to which it would not be subject but for such issue) and the
Liquidators, HINT and/or BNKR, as the case may be, have not been
provided with evidence reasonably satisfactory to them that the
relevant Restricted Shareholders are permitted to hold HINT
Ordinary Shares and/or BNKR Ordinary Shares under any relevant
securities laws or regulations of such overseas jurisdictions (or
that HINT or BNKR would not be subject to any additional regulatory
requirements to which it would not be subject but for such issue).
The proceeds of such sales will be paid to relevant Restricted
Shareholders entitled to them within 10 Business Days of the date
of sale, save that entitlements of less than GBP5.00 per Restricted
Shareholder will be retained by HINT for its own account.
Shareholder Meetings
The implementation of the Proposals will require a separate
class meeting of Ordinary Shareholders and two General Meetings of
the Company which have been convened for 2.00 p.m. on 15 April 2016
(the Ordinary Shareholders' Class Meeting), 2.15 p.m. on 15 April
2016 (the First General Meeting) and 2.30 p.m. on 22 April 2016
(the Second General Meeting). The notices convening these meetings
are set out at the end of the Circular. The meetings will be held
at 201 Bishopsgate, London EC2M 3AE.
Expected Timetable
2016
Ex-dividend date for special dividend to Ordinary Shareholders 7 April
Record date for special dividend to Ordinary Shareholders 8 April
Latest time and date for receipt of Forms of Proxy from Ordinary Shareholders for the 2.00 p.m. on 13 April
Ordinary
Shareholders' Class Meeting
Latest time and date for receipt of Forms of Proxy from Shareholders for First GM 2.15 p.m. on 13 April
Latest time and date for receipt of the Forms of Election and/or TTE Instructions from 1.00 p.m. on 14 April
Ordinary
Shareholders
Record Date for entitlement to the Scheme 5.00 p.m. on 14 April
Ordinary Shareholders' Class Meeting 2.00 p.m. on 15 April
First GM 2.15 p.m. on 15 April 2016
Ordinary Shares disabled in CREST 7.00 a.m. on 19 April
Payment of special dividend 19 April
Reclassification of the Ordinary Shares 8.00 a.m. on 20 April
Latest time for receipt of Forms of Proxy from Shareholders for Second GM 2.30 p.m. on 20 April
Calculation Date Close of business on 20 April
Suspension of listing of Reclassified Shares and Company's Register closes 7.30 a.m. on 21 April
Second GM 2.30 p.m. on 22 April 2016
Effective Date and Transfer Agreements executed and implemented 25 April
CREST accounts credited with new HINT Ordinary Shares and/or new BNKR Ordinary Shares 26 April
Cancellation of listing of Reclassified Shares by 29 April
Certificates despatched in respect of new HINT Ordinary Shares and/or new BNKR Ordinary w/c 2 May
Shares
on or as soon as practicable after
Crest accounts credited/cheques despatched to holders of Preference Stock w/c 2 May
The times and dates set out in the expected timetable of events
above and mentioned throughout this announcement may be adjusted by
the Company, in which event details of the new times and dates will
be notified, as requested, to the UK Listing Authority, the London
Stock Exchange and, where appropriate, Shareholders.
All references to time in this announcement are to UK time.
This announcement does not contain all the information which is
contained in the Circular and Shareholders should read the Circular
and the HINT and BNKR Prospectuses 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.
Enquiries:
Henderson Global Trust plc +44 (0)7710 484
Richard Hills, Chairman 704
Henderson Global Investors
James de Sausmarez,
Director and Head of Investment +44 (0)20 7818
Trusts 3349
Winterflood Investment Trusts
Joe Winkley +44 (0)20 3100
Neil Langford 0000
This information is provided by RNS
The company news service from the London Stock Exchange
END
DOCEAKDDADFKEFF
(END) Dow Jones Newswires
March 23, 2016 12:40 ET (16:40 GMT)
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