Proposals for Reorganisation & Extension of...
25 July 2014
Premier Energy and Water Trust PLC
Proposals for reorganisation and extension of life
Premier Energy and Water Trust PLC (the "Company") is today announcing
proposals to extend the life of the Company and to implement a reorganisation
of the Company through a scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Scheme") (the "Proposals").
Background to and reasons for the Proposals
The Company was launched in 2003 with a planned winding-up date in 2010. In
2009 the Company's shareholders approved proposals, amongst other things, to
extend the life of the Company to 31 December 2015. Under the Company's current
structure the entitlement of the holders of zero dividend preference shares
("ZDP Shares") to receive their final capital entitlement of 221.78p in cash
per ZDP Share on the ZDP share repayment date can only be satisfied by way of a
winding up of the Company. The Company's articles of association ("Articles")
require the Board to put forward a resolution to the Company's shareholders on
31 December 2015 that the Company be wound up voluntarily.
In June 2012, the Company's Manager recruited and appointed James Smith to take
over management of the Company's portfolio, assisted by co-manager Claire Long.
Following a review and consequent changes to the Company's investment portfolio
undertaken by Mr. Smith, performance has been strong with significant growth in
gross assets, a consequential improvement in cover on the ZDP Shares and a
significant increase in net asset value per ordinary share.
In the light of the strong performance of the Company, the Board sought the
views of holders of more than 50 per cent. of the issued ZDP Share and ordinary
share capital and has determined that it considers it advantageous to put
forward proposals to the Company's Shareholders by which the holders of ZDP
Shares will continue to be entitled to receive their final capital entitlement
on 31 December 2015 but the Company will continue without being wound up.
Overview of the Proposals
The Proposals envisage:
* replacing the ZDP Shares with new ZDP Shares issued by a newly incorporated
subsidiary of the Company pursuant to the Scheme, such new ZDP Shares to be
admitted to the standard listing segment of the Official List of the UKLA
and to trading on the London Stock Exchange's main market;
* the rights of the new ZDP Shares being substantially similar to the rights
attached to the ZDP Shares;
* amending the Articles to allow the Company to continue without a fixed life
whilst including a provision to allow holders of ordinary shares an
opportunity to vote on the continued existence of the Company every five
years (from 2020); and
* the renewal of the Board's authority to issue new ordinary shares in the
Company on a non-pre-emptive basis, subject to certain parameters, to
replace the authorities granted by Shareholders at the Company's annual
general meeting held in May 2014.
The Board considers that the Proposals will have a number of significant
benefits for the Company's shareholders, which will be set out in the circular
to shareholders (the "Circular"), together with further details regarding the
Scheme and the Proposals, to be posted to the Company's shareholders in due
course.
The Company will announce further details upon posting of the Circular.
-The End -
Enquiries:
Premier Fund Managers Limited + 44 (0) 1483 30 60 90
Nigel Sidebottom
James Smith
Claire Long
N+1 Singer + 44 (0) 20 7496 3000
James Maxwell
Gillian Martin
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