Merger Update
JOINT ANNOUNCEMENT
BLUE PLANET INTERNATIONAL FINANCIALS INVESTMENT TRUST PLC
("INTERNATIONAL")
BLUE PLANET WORLDWIDE FINANCIALS INVESTMENT TRUST PLC
("WORLDWIDE")
BLUE PLANET FINANCIALS GROWTH & INCOME INVESTMENT TRUSTS NOs (1 - 10) PLC
(together "G&I" and each a "G&I Trust")
26 MARCH 2012
RECOMMENDED PROPOSALS TO MERGE INTERNATIONAL, WORLDWIDE AND G&I (TOGETHER THE
"COMPANIES") - TO BE COMPLETED PURSUANT TO SCHEMES OF RECONSTRUCTION UNDER
SECTION 110 OF THE INSOLVENCY ACT 1986 ("IA 1986")
SUMMARY
The boards of International, Worldwide and each G&I Trust (together the
"Boards" and each a "Board") announced on 22 December 2011 that they were
evaluating the possibility of effectively merging Worldwide and each G&I Trust
(together the "Targets" and each a "Target") into International. The Boards are
pleased to advise that discussions have now successfully concluded and they are
today writing to set out the merger proposals to their respective shareholders
for consideration.
The merger will be effected by each Target being placed into members' voluntary
liquidation pursuant to a scheme of reconstruction under Section 110 of the
Insolvency Act 1986 ("Scheme" and together the "Schemes"). Shareholders should
note that the merger by way of the Schemes will be outside the provisions of
the City Code on Takeovers and Mergers.
BENEFITS OF THE MERGER
The Boards consider that the merger will bring a number of benefits to all of
the groups of shareholders through:
* the creation of a single investment trust ("Enlarged Company") of a more
economically efficient size with a greater capital base over which to
spread annual running costs;
* a significant reduction in annual normal running costs for the Enlarged
Company compared to the aggregate annual running costs of the separate
Companies;
* the potential resumption of dividend payments to shareholders in the future
through the increased size and reduced running costs of the Enlarged
Company, which should also help improve liquidity in the secondary market
and reduce the share price discount to NAV;
* an increase in the NAV per share of the Enlarged Company through the
cancellation of the cross shareholdings between the Companies;
* a simplified structure with a better ability to take advantage of market
opportunities in a more responsive and efficient manner; and
* simplification of administration and corporate governance under one board
of directors.
THE SCHEMES
The mechanism by which the merger will be completed is as follows:
* each Target will be placed into members' voluntary liquidation pursuant to
a scheme of reconstruction under Section 110 IA 1986; and
* all of the assets and liabilities of each Target will be transferred to
International in consideration for the issue of new International shares
("New Shares"), which will be issued directly to the shareholders of the
relevant Target.
The Schemes will be completed on a relative net asset value basis as at the
Calculation Date (this being 26 April 2012), adjusted to take into account the
relevant company's allocation of the estimated merger costs. Each Scheme is
conditional on the other Schemes becoming unconditional, which includes the
proposed change to International's investment policy to be approved by
International shareholders (as detailed below). Following completion of the
Schemes, each of the Targets will be wound up.
Each Scheme will require the approval by the shareholders of the relevant
company of the relevant resolutions to be proposed at their general meetings
(convened for 19 April 2012 for all Companies and 27 April 2012 in respect of
the Targets alone), as well as certain other conditions applicable to each
relevant Scheme.
It is hoped that the merger will complete on 27 April 2012. However, if the
conditions have not been satisfied or have been waived by 31 May 2012, the
Schemes will not become effective and each company will continue in its current
form.
ILLUSTRATION OF THE MERGER
Had the merger been completed on 29 February 2012 pursuant to the Schemes, the
number of New Shares that would have been issued for every existing Target
share held are as follows:
Number of New Shares
Worldwide share 1.25
G&I share / G&I unit 0.138 / 1.38
BACKGROUND TO THE COMPANIES
International was launched in 1999, being renamed Blue Planet European
Financial Investment Trust plc in 2001 and then Blue Planet International
Financials Investment Trust plc in July 2011. International's current
investment policy is to invest in securities issued by quoted financial
companies located anywhere in the world with the objective of providing
investors with a high rate of capital growth. As at 29 February 2012 (taken
from the unaudited management accounts of International to that date),
International had unaudited net assets of £6,108,486 (38.08p per share) and, in
aggregate, 29 investments in equity securities with a carrying value of £8.2
million, five investments in fixed income securities with a carrying value of £
791,000 and £79,000 of cash or near cash assets.
Worldwide was also launched in 1999, being renamed Blue Planet Worldwide
Financials Investment Trust plc in 2001. Worldwide's investment policy is to
invest in securities issued by quoted financial companies located anywhere in
the world with the objective of providing investors with a high rate of total
return. As at 29 February 2012 (taken from the unaudited management accounts of
Worldwide to that date), Worldwide had unaudited net assets of £6,714,300
(47.70p per Worldwide Share) and, in aggregate, 28 investments in equity
securities with a carrying value of £5.4 million, five investments in fixed
income securities with a carrying value of £1.2 million and £85,000 of cash or
near cash.
G&I are ten separate companies launched in 1996 but have, since launch,
operated as a single entity. G&I were renamed Blue Planet Financials Growth &
Income Investment Trusts Nos (1 - 10) plc in 2001. G&I's investment policy is
to invest in securities issued by quoted financial companies located anywhere
in the world with the objective of providing investors with a total return
greater than Bloomberg World Financials Index. As at 29 February 2012 (taken
from the unaudited management accounts of G&I to that date), G&I had aggregate
unaudited net assets of £7,199,975 (5.27p per G&I Share and 52.68p per G&I
Unit) and, in aggregate, 22 investments in equity securities with a carrying
value of £5.0 million, six investments in fixed income securities with a
carrying value of £2.0 million and £5,000 of cash or near cash.
CHANGE TO THE INTERNATIONAL INVESTMENT POLICY
The objective of the Boards is to create an enlarged and more efficient
investment trust - one with a significantly lower total expense ratio. The
International Board is seeking to complement this increased efficiency with a
new, more diversified and flexible investment policy with the aim of further
improving shareholder returns and reducing risk.
Under the current investment policy, International's investments are restricted
to the financial sector which has experienced severe difficulties in recent
years resulting in it being one of the worst performing sectors of stock
markets globally. Accordingly, it is proposed to change the investment policy
of International to allow International to invest a proportion of the portfolio
outside of the financial sector and diversify its portfolio generally.
International will also adopt, as part of the proposed investment policy, an
objective of providing investors with a combination of capital growth and
income.
The proposed investment policy is set out in full in the documents being sent
out to shareholders. The change to the investment policy requires International
shareholder approval, which is being sought at the International general
meeting and is not subject to the merger becoming effective. The merger
pursuant to the Schemes will not proceed, however, if the change to
International's investment policy is not approved by International shareholders
so as to provide certainty as to the investment policy which will apply to the
Target funds brought across as part of the merger process.
MERGER COSTS
The Boards believe that the Schemes provide an efficient way of merging the
Companies with a lower level of costs compared with other merger routes. The
merger costs are expected to be £673,000 inclusive of VAT (including the
secretarial and administration termination costs but assuming there are no
investment management termination costs, an explanation of which is set out
below).
The merger costs (other than the Termination Costs (this being the investment
management termination costs and the secretarial and administration termination
costs)) will be split between the Companies proportionately by reference to
their merger values (ignoring the merger costs and the Termination Costs). The
secretarial and administration termination costs will be payable by the Targets
but will be allocated equally between International, Worldwide and G&I on
calculating their merger values, reflecting that all shareholders will benefit
from the annual overall reduction in secretarial and administration fees from £
300,000 to £196,000. The investment management termination costs (as further
explained below) will be the responsibility of the relevant Target in respect
of which the cost is incurred. The allocation of the merger costs will be taken
into account in the calculation of the merger values. Completion of the Schemes
at the same time is expected to result in the Merger Costs being lower per
company than had a merger been completed with only one of the Targets (or
another single company).
The reduction in the normal running costs for the Enlarged Company compared to
the Companies in aggregate is estimated to be over £350,000 per annum. On the
assumption that immediately after the merger the net assets of the Enlarged
Company remain the same, the normal running costs of the Enlarged Company is
expected to represent 3.7% per annum of the expected net assets of the Enlarged
Company. On the same basis, the Boards believe that the costs of the merger
would be recovered within 24 months. Shareholders should note, however, that
the cancellation of the cross shareholdings (as further detailed below), while
reducing gross assets, is expected to result in an increase in the NAV per
share in the Enlarged Company whereby the net effect when taking into
consideration the merger costs is to increase the NAV per share of the Enlarged
Company by 0.41% per share (compared against the NAV per International share as
at 29 February 2012).
MANAGEMENT AND ADMINISTRATION ARRANGEMENTS
The investment management and secretarial and administration fees in respect of
each of the Companies are as follows:
* a monthly investment management fee to Blue Planet Investment Managers Ltd
("BPIM") of an amount equivalent to 0.125% of the gross assets of the
relevant company; and
* an annual secretarial and administration fee to Blue Planet Investment
Advisers Ltd ("BPIA") of £100,000 (ie £300,000 in aggregate across the
Companies per annum).
The investment management arrangements as set out above will continue with BPIM
following the merger. The annual secretarial and administration arrangements
will be moved across to BPIM from BPIA to achieve efficiency and reduce costs
for the benefit of all shareholders. This will be effected through the
termination of the existing arrangement with BPIA and the entering into of
equivalent arrangements with BPIM, save that the annual fee will be £196,000
for the Enlarged Company. While this results in an aggregate saving of £104,000
per annum across the Companies, the increase to the fee for the Enlarged
Company in absolute terms reflects the need to spread across a single company
the underlying costs incurred in providing the secretarial and administration
services. Accordingly, following the merger, the Enlarged Company will pay to
BPIM a monthly investment management fee of 0.125% of the gross assets of the
Enlarged Company and an annual secretarial and administration fee of £196,000.
With regard to each of the Targets, BPIM and BPIA have agreed that their
appointments will be terminated from the merger effective date, subject to the
relevant Schemes becoming effective and the following compensation payments in
lieu of notice (Termination Costs):
* in respect of BPIM, an amount equivalent to 3% of any cash leakage (this
being equivalent to two years' investment management fees on any equivalent
amount not rolled into the Enlarged Company in respect of each Target (each
G&I Trust being treated separately) - BPIM may, in its sole discretion,
decide to waive the fee in respect of a Target if the amount of the cash
leakage in respect of that Target is immaterial; and
* in respect of BPIA, £208,000 (this being equivalent to two years savings in
respect of the reduced secretarial and administration fees for the Enlarged
Company) split equally between Worldwide and G&I (the allocation to G&I
split equally between each G&I Trust).
In respect of a Target, cash leakage for these purposes means the aggregate
estimated break value paid to dissenting Target shareholders by the liquidator
agreed by the relevant Target Boards, BPIM and the liquidator. It is not
intended to proceed with the merger if there are dissenting Target shareholders
(unless they only represent an immaterial amount of the share capital of the
Targets), this payment is not expected to be material.
THE INTERNATIONAL BOARD
The Boards have considered what the size and future constitution of the board
of the Enlarged Company should be following the merger. It has been agreed
that, subject to and immediately following the merger becoming effective the
Board should comprise one director from each of the Companies. As a result,
David Thomas and Kay Bendall will resign as directors of International and
Kenneth Murray (being a director of Worldwide) and Victoria Killay (being a
director of G&I) will be appointed as directors of International. This will
reduce the aggregate number of directors across the Companies from 9 to 3 and
will result in a cost saving of £88,000 per annum in aggregate across the
Companies.
CROSS SHAREHOLDINGS
The Companies have, over the last few years, acquired shares in each other as
part of each of their investment strategies. These shareholdings have been
transferred to Investment Company Investments LLP as capital contributions to
allow the proposed merger to proceed free of certain CA 2006 complications.
Following completion of the merger, International will be the sole member of
Investment Company Investments LLP whose only valuable assets will comprise
shares in itself (it will also continue to hold the Target shares though these
will be valueless and subject to the Targets being liquidated). International
will arrange for all of the Shares held by Investment Company Investments LLP
to be cancelled for no consideration as soon as reasonably practicable
following the merger.
The cancellation of the cross shareholdings between the Companies as part of
the merger process is expected to result in an increase in the NAV per share of
the Enlarged Company being the difference between their market value as will be
reflected in their merger values and their net asset value. On the basis of the
current NAVs, the increase is expected to be approximately 0.41% per share
representing £76,021 in aggregate (based on the Companies' NAVs taken from
their respective unaudited management accounts to 29 February 2012 and taking
into consideration the estimated merger costs).
INTERNATIONAL SHARE ISSUE AND BUY BACK AUTHORITIES
International also proposes to renew and increase its authorities to issue
shares (having disapplied pre-emption rights) for general purposes and make
market purchases of shares reflecting the increased share capital of
International following the merger. These are general annual authorities taken
each year for general corporate purposes.
EXPECTED TIMETABLE
International General Meeting 12.00 noon on 19 April 2012
Worldwide First General Meeting 12.03 p.m. on 19 April 2012
G&I First General Meetings 1.00 p.m. to 1.45 p.m. on 19 April 2012
Targets' register of members close 5.00 p.m. on 26 April 2012
Calculation date for the Schemes after 5.00 pm on 26 April 2012
Suspension of listing of Targets' shares 7.30 am 27 April 2012
Worldwide Second General Meeting 12.00 noon on 27 April 2012
G&I Second General Meetings 12.30 p.m. to 1.15 p.m. on 27 April 2012
Effective Date for the transfer of assets 27 April 2012
and liabilities of the Targets to International
and the issue of New Shares
Announcement of results of the Schemes 27 April 2012
Admission of and dealings in the New Shares 30 April 2012
issued pursuant to the Schemes to commence
Certificates for New Shares issued pursuant 8 May 2012
to the Schemes dispatched
Cancellation of the Targets' share listing 8.00 a.m. on 29 May 2012
DOCUMENTS AND APPROVALS
International shareholders will receive a copy of a circular convening the
International general meeting to be held on 19 April 2012 (together with the
International prospectus) at which International shareholders will be invited
to approve resolutions in connection with the change to the investment policy,
the Schemes, the authority to issue International Shares and the renewal and
increase of the general authorities to issue and repurchase shares.
Targets' shareholders will receive a circular convening the relevant Targets'
first general meeting on 19 April 2012 and the relevant Targets' second general
meeting on 27 April 2012 (together with the International prospectus) at which
relevant Targets' shareholders will be invited to approve resolutions in
connection with the relevant Schemes.
Copies of the International prospectus and the circulars for International,
Worldwide and G&I have been submitted to the UK Listing Authority and will be
shortly available for download both from Blue Planet's website
(www.blueplanet.eu) and the national storage mechanism (www.hemscott/nsm.do).
Company secretary and administrator for the Companies
Blue Planet Investment Advisers Ltd
Zahid Mehmood
Telephone: 0131 466 6666
Solicitors to the Companies
SGH Martineau LLP
Kavita Patel
Telephone: 0800 763 2000
Sponsor to International
Matrix Corporate Capital LLP
Jonathan Becher
Telephone: 020 3206 7000
The directors and proposed directors of International accept responsibility for
the information relating to International and its directors and proposed
directors contained in this announcement. To the best of the knowledge and
belief of such directors and proposed directors (who have taken all reasonable
care to ensure that such is the case), the information relating to
International and its directors and proposed directors contained in this
announcement, for which they are solely responsible, is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The directors of Worldwide accept responsibility for the information relating
to Worldwide and its directors contained in this announcement. To the best of
the knowledge and belief of such directors (who have taken all reasonable care
to ensure that such is the case), the information relating to Worldwide and its
directors contained in this announcement, for which they are solely
responsible, is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The directors of each G&I Trust accept responsibility for the information
relating to the G&I Trust of which they are a director and the information
relating to such directors contained in this announcement. To the best of the
knowledge and belief of such directors (who have taken all reasonable care to
ensure that such is the case), the information relating to the G&I Trust of
which they are a director and the information relating to such directors
contained in this announcement, for which they are solely responsible, is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
SGH Martineau LLP are acting as legal adviser to the Companies and for no one
else in connection with the matters described herein and will not be
responsible to anyone other than the Companies for providing the protections
afforded to clients of SGH Martineau LLP or for providing advice in relation to
the matters described herein.
Matrix Corporate Capital LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as sponsor for
International and no one else and will not be responsible to any other person
for providing the protections afforded to customers of Matrix Corporate Capital
LLP or for providing advice in relation to any matters referred to herein.
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