TIDMTCT
RNS Number : 0715E
The Cayenne Trust Plc
30 October 2015
30 October 2015
The Cayenne Trust PLC
Recommended Proposals for the Reconstruction and Winding-up of
The Cayenne Trust PLC
On 15 September 2015 the board of directors (the "Board") of The
Cayenne Trust plc (the "Company") announced that it had agreed
terms with F&C Managed Portfolio Trust plc ("MPT") for MPT to
act as the rollover vehicle for the Company, in connection with
proposals for the reconstruction and winding-up of the Company.
The Company has today published a circular to Shareholders in
connection with these Proposals (the "Circular"), setting out,
inter alia, the terms of the Proposals.
The Proposals
Under the Proposals, Eligible Shareholders are entitled to roll
over their investment in the Company into MPT. Eligible
Shareholders can elect to roll over their investment into either of
the two classes of MPT Shares, MPT Income Shares and MPT Growth
Shares, or a combination of both in any proportion. Alternatively,
Eligible Shareholders can realise their investment in the Company
in the form of cash. Eligible Shareholders may also elect for a
combination of MPT Shares and cash. Overseas Shareholders will not
be entitled to receive shares in MPT and so will be deemed to have
made an Election for the Cash Option in respect of their entire
holding of Shares.
In order to implement the Scheme, the undertaking, cash and
other assets of the Company will be divided into three Pools: the
Liquidation Pool, the Rollover Pool and the Cash Pool. The Rollover
Pool will be divided into two Sub-Pools: the MPT Income Sub-Pool
and the MPT Growth Sub-Pool. Following an allocation to the
Liquidation Pool, the division of the remaining undertaking, cash
and other assets will be made on the basis of the value
attributable to Elections for the Rollover Option and the value
attributable to Elections for the Cash Option as a proportion of
the total value attributable to Elections. The division of the
undertaking, cash and other assets to the MPT Income Sub-Pool and
the MPT Growth Sub-Pool will be made on the basis of the value
attributable to Elections to roll over into MPT Income Shares and
MPT Growth Shares as applicable.
MPT Shares will be issued under the Scheme at a premium to NAV.
The premium to NAV will be 1 per cent. unless the value of the
Rollover Pool at the Calculation Date exceeds GBP5 million, in
which case the premium shall reduce towards 0.75 per cent., such
that the premium on a per MPT Share basis will be between 0.75 per
cent. and 1 per cent, depending on the value of the Rollover
Pool.
Eligible Shareholders who do not make an Election, or who
otherwise fail to make a valid Election, will be deemed to have
elected for the Rollover Option in respect of their entire holding
of Shares. Such shareholders will be deemed to have elected to
receive MPT Income Shares in respect of 50 per cent. of their
holding of Shares and MPT Growth Shares in respect of the remaining
50 per cent. of their holding of Shares.
F&C Managed Portfolio Trust plc
MPT was launched in April 2008 as an investment trust and has a
similar investment policy to the Company in that it invests in the
shares of other investment companies. MPT offers two classes of
shares, MPT Income Shares and MPT Growth Shares, the returns of
which are generated from two separate portfolios. MPT measures the
returns on the two classes of its shares against stock market
indices, rather than seeking to achieve absolute returns on its
shares as the Company does.
Further details on MPT are set out in the Circular and the
Prospectus to be sent to Shareholders.
Benefits of the Proposals
The Directors consider that the Proposals should have the
following benefits for Shareholders:
-- for those Shareholders that elect to receive cash and for
Overseas Shareholders, they offer the certainty of a realisation
for cash as soon as practicable following the implementation of the
Proposals;
-- Shareholders who might otherwise be subject to UK tax on
chargeable gains on the realisation of their investment in the
Company should be able to roll over their investment into MPT and
thereby continue to receive investment returns without triggering
an immediate liability to such UK tax;
-- Eligible Shareholders have the opportunity to continue their
investment in a fund with a similar investment policy to that of
the Company and which offers the ability to switch between share
classes (MPT Income Shares and MPT Growth Shares); and
-- the availability of the Rollover Option will enable Eligible
Shareholders to avoid dealing and other costs associated with a
share sale or purchase in the secondary market.
Costs and Expenses
The Company will pay its own costs in connection with the
Proposals, estimated to be approximately GBP240,000. Similarly, MPT
will pay its own costs in connection with the Proposals. However,
any documents produced by MPT which are to be sent to the
Shareholders in relation to the Scheme will be sent at the
Company's cost. MPT will bear the costs of producing such documents
and their delivery to the Company.
In the event that either the Company or MPT decides not to
proceed with the Scheme, including if Shareholders or MPT
Shareholders do not approve any resolution required to implement
the Scheme, (the "Defaulting Party") then the non-Defaulting Party
shall be entitled to the costs incurred by it in implementing the
Scheme from the Defaulting Party, up to a maximum of GBP75,000
(inclusive of VAT). The non-Defaulting Party will bear any costs
incurred by it in excess of GBP75,000 (inclusive of VAT).
Final Interim Dividend
The Company has built up a revenue reserve which the Board
believes should be distributed to Shareholders ahead of any
liquidation. Therefore the Board has resolved to pay an interim
dividend of 2.75 pence per Share on 25 November 2015 to
Shareholders on the register at 6 November 2015, as announced on 28
October 2015.
Shareholder Meetings
Implementation of the Proposals requires the approval of
Shareholders. Notices of the Meetings to be held in connection with
the Proposals are set out at the end of the Circular. Both of the
Meetings will be held at 23 Buckingham Gate, Westminster, London
SW1E 6LD.
First General Meeting
The First General Meeting will be held at 12:00 on 23 November
2015. At the First General Meeting a special resolution will be
proposed to amend the Articles in order to remove the requirement
to put a continuation vote to the Company's AGM in 2016, to amend
the Articles to reclassify the Shares for the purposes of the
Scheme, to empower a liquidator on a winding-up of the Company to
accept shares in a successor company, and to provide for the
reversal of the reclassification in the event that the Scheme does
not become unconditional. In addition, the special resolution will
sanction the implementation of the Scheme and authorise the
Liquidators to, inter alia, apply for the delisting of the
Shares.
Second General Meeting
The Second General Meeting will be held at 16:00 on 30 November
2015. At the Second General Meeting, a special resolution will be
proposed for the members' voluntary winding-up of the Company, the
appointment of the Liquidators and the fixing of their remuneration
and a resolution will be proposed to confer appropriate powers on
the Liquidators.
Expected Timetable
Event Time and Date in
2015
---------------------------------------- ----------------------
Ex-dividend date for Final Thursday 5 November
Interim Dividend
---------------------------------------- ----------------------
Record Date for Final Interim Friday 6 November
Dividend
---------------------------------------- ----------------------
Date from which it is advised Wednesday 18 November
that dealings in Ordinary Shares
should only be for cash settlement
and immediate delivery of documents
of title
---------------------------------------- ----------------------
Latest time for receipt of 12:00 on Thursday
Forms of Proxy for the First 19 November
General Meeting
---------------------------------------- ----------------------
First General Meeting 12:00 Monday 23
November
---------------------------------------- ----------------------
Announcement of Results of Monday 23 November
First General Meeting
---------------------------------------- ----------------------
Latest time for receipt of 13:00 Tuesday 24
Forms of Election and TTE instructions November
---------------------------------------- ----------------------
Record Date for Shareholders' 17:00 Tuesday 24
entitlements under the Proposals November
---------------------------------------- ----------------------
Payment of Final Interim Dividend Wednesday 25 November
---------------------------------------- ----------------------
Shares disabled in CREST* 07:30 on Wednesday
25 November
---------------------------------------- ----------------------
Latest time for delivery to 16:30 on Wednesday
Registrar of documents of title 25 November
relating to dealings in Shares
---------------------------------------- ----------------------
Calculation Date 17:00 on Wednesday
25 November
---------------------------------------- ----------------------
Listing of Reclassified Shares, 08:00 on Thursday
dealings in Reclassified Shares 26 November
commence and register of holders
of Reclassified Shares opened**
(MORE TO FOLLOW) Dow Jones Newswires
October 30, 2015 10:45 ET (14:45 GMT)
Cayenne Trust (LSE:TCT)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Cayenne Trust (LSE:TCT)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
