Results of Shareholder Meetings
Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Australia, Republic of South Africa or Japan.
18 December 2009
Premier Energy & Water Trust PLC
Announcement of Results of Shareholder Meetings, Tender Price for Ordinary
Shares, result of Tender Offers, Gross Redemption Yield and Final Capital
Entitlement for ZDP Shares, and results of Matching Purchase Facility and
Placing
Shareholder Meetings
The Board of Premier Energy & Water Trust PLC (the "Company") announces that
shareholders voted in favour of each of the special resolutions put at the
Class Meeting of ZDP Shareholders, the Class Meeting of Ordinary Shareholders
and the General Meeting of the Company all held today and each resolution was
duly passed. The votes cast in respect of each resolution by means of proxy
were as follows:
Class Meeting of ZDP Shareholders: 7,018,031 votes in favour, 176,689 votes
against and no votes withheld.
Class Meeting of Ordinary Shareholders: 7,279,865 votes in favour, 10,732 votes
against and 682 votes withheld.
General Meeting of the Company: 11,505,370 votes in favour, 23,611 votes
against and 634 votes withheld.
Accordingly, the Tender Offers and the Matching Purchase Facility and Placing
have now become unconditional and have been completed.
Ordinary Share Tender Offer
The result of the Ordinary Share Tender Offer was as follows:
The Ordinary Share Tender Price at the Calculation Date was 182.38p.
Total number of Ordinary Shares in issue as at the Record Date: 18,143,433
Total number of Ordinary Shares validly tendered: 5,860,342
Total number of Ordinary Shares validly purchased under the Matching Purchase
Facility and Placing: 819,974
Total number of Ordinary Shares repurchased by the Company: 5,040,368
Total number of Ordinary Shares in issue following the Proposals: 13,103,065
Ordinary Shareholders who tendered in excess of 40 per cent of their holding of
Ordinary Shares will have 100 per cent. of their excess satisfied.
ZDP Share Tender Offer
The result of the ZDP Share Tender Offer was as follows:
The ZDP Share Tender Price at the Calculation Date was 156p
Total number of ZDP Shares in issue as at the Record Date: 19,143,433
In accordance with the methodology for setting the GRY of the ZDP Shares set
out in part 3 of the Prospectus, the GRY will be 6 per cent per annum*
Total number of ZDP Shares validly tendered at a GRY level of 6 per cent per
annum**: 3,778,983 (of which 3,469,744 will be satisfied)
Total number of ZDP Shares validly purchased at a GRY level of 6 per cent per
annum under the Matching Purchase Facility and Placing: 662,707
Total number of ZDP Shares repurchased by the Company: 2,807,037
Total number of ZDP Shares in issue following the Proposals: 16,336,396
ZDP Shareholders who tendered in excess of 40 per cent. of their holding of ZDP
Shares at a GRY level of 6 per cent. per annum will have 84.078597 per cent. of
their excess satisfied.
The final entitlement per ZDP Share will be 221.78 pence***, which shall be the
Final Capital Entitlement for the purposes of the New Articles of Association.
The ratio of Ordinary Shares to ZDP Shares following the Proposals will be
0.802:1, which shall be the Relevant Proportion Ratio for the purposes of the
New Articles of Association.
Settlement of the Tender Offers is expected to be made in CREST by 23 December
2009 and where relevant, payments by cheque shortly thereafter.
There will be no New Shares issued under the Placing.
Terms used in this announcement shall have the same meaning as those set out in
the prospectus (incorporating a circular to shareholders) dated 24 November
2009. Copies of the resolutions passed have been submitted to the Document
Viewing Facility of the UK Listing Authority and will shortly be available for
inspection at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
* The gross redemption yield of 6 per cent. per annum based on the ZDP Share
Tender/Purchase Price is not, and should not be taken as, a forecast of profits
and there can be no assurance that the ZDP Shares will be repaid in full on the
Revised Winding Up Date of 31 December 2015.
**Being those ZDP Shareholders who tendered either regardless of the GRY level,
or if the GRY is less than 7.5 per cent., or if the GRY is less than 7.25 per
cent., or if the GRY level is less than 7 per cent., or if the GRY level is
less than 6.75 per cent., or if the GRY level is less than 6.5 per cent., or if
the GRY level is less than 6.25 per cent.
*** The Final Capital Entitlement amount of 221.78 pence per ZDP Share is not a
guaranteed or promised repayment amount. This represents a gross redemption
yield of 6.53 per cent. on the ZDP Share Net Asset Value of 151.39p at 17
December 2009.
ENQUIRIES
Premier Asset Management - Andrew Whalley / Nigel Sidebottom
01483 400 465
J.P. Morgan Cazenove Ltd - Angus Gordon Lennox
020 7588 2828
This announcement does not constitute or form part of an offer to sell,
purchase, exchange or subscribe for any securities or solicitation of such an
offer in the United States of America or any other jurisdiction. The Company
has not been and will not be registered under the United States Investment
Company Act of 1940, as amended. The securities referred to in this
announcement have not been and will not be registered under the United States
Securities Act 1933, as amended, and will not be offered or sold or otherwise
transferred within the Unites States or to, or for the account or benefit of US
Persons (as defined in Regulations of the Securities Act of 1933 as amended)
except in accordance with the United States Securities Act of 1933, as amended,
or an exemption therefrom and under the circumstances which will not require
the company to register under the United States Investment Act of 1940, as
amended.
Any offering will only be made in any jurisdiction in compliance with local
laws. In the United Kingdom, this announcement is directed only at persons (i)
who have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "order") or who fall within Article 49
(2) (a) to (d) of the order, or (ii) to whom it may otherwise lawfully be
communicated (all such persons being referred to "RELEVANT PERSONS").
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT INTO CERTAIN
JURISDICTIONS OTHER THAN THE UK MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS
IN SUCH JURISDICTIONS INTO WHICH THIS ANNOUNCEMENT IS RELEASED, PUBLISHED OR
DISTRIBUTED SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.
NO ACTION HAS BEEN TAKEN BY THE COMPANY OR JPMC THAT WOULD PERMIT AN OFFERING
OF SUCH SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH SHARES IN ANY JURISDICTION
WHERE ACTION FOR THAT PURPOSE IS REQUIRED. ANY FAILURE TO COMPLY WITH ANY SUCH
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OR REGULATION OF
SUCH JURISDICTIONS.
THIS ANNOUNCEMENT INCLUDES FORWARD-LOOKING STATEMENTS THAT ARE PREDICTIONS OF
OR INDICATE FUTURE EVENTS AND FUTURE TRENDS. THESE FORWARD-LOOKING STATEMENTS
INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS. UNDUE RELIANCE SHOULD NOT BE
PLACED ON FORWARD-LOOKING STATEMENTS BECAUSE THEY INVOLVE KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES AND OTHER FACTORS THAT ARE IN MANY CASES BEYOND THE
COMPANY'S CONTROL. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE RISKS
AND UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES
THAT MAY OR MAY NOT OCCUR IN THE FUTURE.
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE, AND THE
COMPANY'S ACTUAL RESULTS OF OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY, AND
THE DEVELOPMENT OF THE INDUSTRY IN WHICH IT OPERATES MAY DIFFER MATERIALLY FROM
THOSE MADE IN OR SUGGESTED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
ANNOUNCEMENT. THE CAUTIONARY STATEMENTS SET FORTH ABOVE SHOULD BE CONSIDERED IN
CONNECTION WITH ANY SUBSEQUENT WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS THAT
THE COMPANY, OR PERSONS ACTING ON ITS BEHALF, MAY ISSUE. THESE FORWARD-LOOKING
STATEMENTS ARE MADE AS OF THE DATE OF THIS ANNOUNCEMENT AND ARE NOT INTENDED TO
GIVE ANY ASSURANCES AS TO FUTURE RESULTS. SAVE AS REQUIRED BY LAW OR
REGULATION, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE
FORWARD-LOOKING STATEMENTS, AND WILL NOT PUBLICLY RELEASE ANY REVISIONS IT MAY
MAKE TO THESE FORWARD-LOOKING STATEMENTS THAT MAY RESULT FROM EVENTS OR
CIRCUMSTANCES ARISING AFTER THE DATE OF THIS ANNOUNCEMENT.
JPMC, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for the Company and for no one else in connection
with the matters referred to in this announcement and will not be responsible
to anyone other than the Company for providing the protections afforded to
clients of JPMC or for affording advice in relation to the contents of this
announcement or on any matters referred to herein.
This announcement is not for distribution directly or indirectly in or into the
United States, Canada, Australia, REPUBLIC OF SOUTH AFRICA or Japan. No public
offering of securities will be made in the United States, Canada, Australia,
REPUBLIC OF SOUTH AFRICA or Japan.
This Announcement is only addressed to and directed at persons in member states
of the European Economic Area who are "qualified investors" ("Qualified
Investors") within the meaning of Article 2(1)(e) of the EU Prospectus
Directive (Directive 2003/71/EC) (the "Prospectus Directive"). Any person in
the EEA who acquires any securities in the Placing or to whom any offer of
securities is made will be deemed to have acknowledged and agreed that they are
such a Qualified Investor.
In the case of any securities acquired by a financial intermediary as that term
is used in Article 3(2) of the Prospectus Directive, such financial
intermediary will also be deemed to have represented and warranted that the
securities acquired by it in the Placing have not been acquired on a
non-discretionary basis on behalf of, nor have they have been acquired with a
view to their offer or resale to, persons in circumstances which may give rise
to an offer of securities to the public other than an offer or resale in a
member state of the EEA which has implemented the Prospectus Directive to
Qualified Investors or in circumstances in which the prior consent of JPMC has
been given to each such proposed offer or resale.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty express or implied, is or will be made
as to, and no responsibility or liability is or will be accepted by JPMC or by
any of its affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information made
available to or publicly available to any interested party or its advisers, and
any liability therefore is expressly disclaimed.