Issue of Equity
Deutsche Equity Income Trust PLC
12 January 2004
Deutsche Equity Income Trust PLC
Share Issuance Programme
Deutsche Equity Income Trust plc ('Company') announces that it has put in place
a share issuance programme pursuant to which ordinary shares of 25p each in the
Company ('Ordinary Shares') may be placed with investors from time to time by
Dresdner Kleinwort Wasserstein Securities Limited ('DrKW'), the Company's broker
('Share Issuance Programme'). DrKW will act as sole placing agent pursuant to a
placing agreement entered into between the Company, DrKW and the Company's
manager (Deutsche Investment Trust Managers Limited ('DITM')) ('Placing
Agreement').
Under the programme, Ordinary Shares will be issued for cash at a price not less
than two per cent. above the total of the net asset value and accrued
undistributed revenue per Ordinary Share calculated as at the close of business
on the day prior to the date on which the relevant Ordinary Shares are placed by
DrKW (as explained more fully below). The Ordinary Shares issued under the
programme ('Placing Shares') will be issued free of stamp duty and commission
and will, when issued, be credited as fully paid and will rank pari passu in all
respects with the then issued Ordinary Shares in the capital of the Company. If
the Company has any Ordinary Shares held as treasury shares, it may satisfy any
application for Placing Shares out of its treasury shares. The terms and
conditions set out in the Appendix to this Announcement will apply to all
applications for Placing Shares under the programme.
Investment professionals interested in applying for Placing Shares should
contact the DrKW Sales Team at 020 7475 6702.
Appendix
Terms and Conditions of the Share Issuance Programme
By participating in the Share Issuance Programme, investors ('Placees') are
deemed to have read, understood and accepted all the terms and conditions in
this Appendix and to be providing the representations, warranties,
confirmations, acknowledgements and undertakings contained in this Appendix.
Placing Price
Placing Shares will be issued at a price per share ('Placing Price') which shall
be the higher of:
i. the Adjusted NAV per Ordinary Share, which will be the amount equal to 102
per cent. of the total of the Company's net assets and accrued undistributed
revenue as at the close of business on the Business Day immediately prior to
the date on which the Placing Shares are to be placed by DrKW (the
'Calculation Time'), divided by the number of Ordinary Shares in issue as at
the Calculation Time (ignoring for these purposes any Ordinary Shares held
in treasury) and rounded up to the nearest one-tenth of a penny; and
ii. the prevailing bid price per Ordinary Share immediately prior to the
relevant Placing Shares being placed by DrKW with the relevant Placee.
For the purpose of this Announcement, 'Business Day' shall mean a day (other
than a Saturday or a Sunday) on which clearing banks are open for a full range
of banking transactions in London.
Procedure for participating in the Share Issuance Programme
Each Placee's oral confirmation to DrKW of its application for a certain number
of Placing Shares at the relevant Placing Price together with DrKW's acceptance
thereof (as the Company's agent) will constitute a legally binding agreement
('Trade') pursuant to which such Placee will be required to subscribe (or, in
the case of treasury shares, purchase) and pay for such number of Placing Shares
at the Placing Price, on the terms and subject to the conditions set out in this
Appendix. A written confirmation in respect of the Trade will be despatched to
the Placee as soon as reasonably practicable after the date of the Trade ('Trade
Date'). Please note that DrKW shall be entitled to effect the placing of Placing
Shares by such alternative method as it shall in its sole discretion determine.
Each Placee agrees that if the Company has any Ordinary Shares held as treasury
shares, it may satisfy any application for Placing Shares under this programme
out of its treasury shares and these terms and conditions will apply.
Conditions of the Share Issuance Programme
DrKW shall be entitled at its absolute discretion not to accept any application
for Placing Shares.
Any acceptance of an application for Placing Shares shall be conditional on the
Company allotting (or, in the case of treasury shares, transferring) such
Placing Shares within three Business Days of the Trade Date in accordance with
the Placing Agreement.
If the above condition is not fulfilled, the relevant Trade will lapse and all
the relevant Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by the Placee in respect thereof.
Registration and Settlement
Settlement of transactions in Placing Shares will take place within the CREST
system three Business Days after the relevant Trade Date (or such other date as
may be agreed between DrKW and the relevant Placee) ('Settlement Date'). The
Company will deliver the Placing Shares to a CREST account operated by DrKW
(ISIN Code GB0000897198) as the Company's agent for onward settlement to each
Placee's CREST account.
As part of settlement, Placees must ensure that they have sufficient monies in
their CREST account to pay the full amount payable in respect of the Placing
Shares for which they have applied, and ensure that their CREST accounts enable
payment for their Placing Shares to be made to the CREST account operated by
DrKW on the Settlement Date against delivery by DrKW of the Placing Shares. The
Placing Shares will be delivered to the Placees in uncertificated form by
registration to such CREST member account details of which are provided by the
Placee to DrKW, against payment of the Placing Price. The Placing Shares will be
(subject to paragraph 6 below under the heading 'Representations and
Warranties') free of stamp duty, stamp duty reserve tax, PTM levy and
commission. DrKW reserves the right to require settlement for and delivery of
the Placing Shares by such other means that it deems necessary if delivery or
settlement is not possible within the CREST system (including procuring the
issue of shares in certificated form).
Interest will be chargeable daily on payments to the extent that value is
received after the due settlement date at the rate of two per cent. above the
base rate from time to time of Barclays Bank plc.
If any Placee fails to pay the full Placing Price, in respect of the Placing
Shares for which it has applied, on the Settlement Date or fails to comply with
any other obligation set out in these terms and conditions, DrKW shall be deemed
to be authorised by the Placee (but shall not be obliged) to sell the Placee's
Placing Shares on behalf of such Placee to any third party and retain from the
proceeds, for the Company's account and benefit, an amount equal to the Placing
Price plus any interest due. Each such Placee (and any person acting on its
behalf) is deemed irrevocably to have appointed any director of DrKW as its
agent for the purpose of executing and delivering any document on its behalf
necessary to facilitate the sale of that Placee's Placing Shares. The relevant
Placee will, however, remain liable for any shortfall in such proceeds below the
Placing Price and such Placee will be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which may arise upon
DrKW's sale of its Placing Shares on its behalf.
Placees will not be entitled to receive any fee or commission in connection with
the Share Issuance Programme or the sale of Placing Shares to any third party.
Representations and Warranties
By applying for Placing Shares, each Placee (and any person acting on its
behalf) confirms, acknowledges, represents and warrants to DrKW (for itself and
on behalf of the Company):
1. that it has read and understood this Announcement in its entirety and, in
particular, has read, understood, and accepted these terms and conditions
and that the only information on which it has relied in agreeing to take up
Placing Shares is that contained in this Announcement and the Company's
latest annual report and accounts and subsequent interim report and
accounts, if any, (to the extent that any information therein has not been
superseded or become out of date), and it has not relied on any other
document, information, representation, warranty or statement made by any
person and that none of the Company, DrKW or DITM nor any of its or their
respective directors, officers, agents, employees or advisers or any person
acting on behalf of any of them shall have any liability for any such other
information, representation, warranty or statement provided that nothing in
this paragraph shall exclude the liability of any person for any fraudulent
misrepresentation;
2. that the contents of this Announcement are exclusively the responsibility of
the Company and that neither DrKW nor any person acting on its behalf is
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in this
Announcement or any information previously published by or on behalf of the
Company and will not be liable for any Placee's decision to participate in
the Share Issuance Programme based on any information, representation or
statement contained in this Announcement or otherwise;
3. that it has not received a prospectus or other offering document and has
relied on its own investigation of the business, financial or other position
of the Company in deciding to apply for Placing Shares;
4. that it has complied with all applicable laws and regulations of all relevant
territories, and obtained all requisite governmental or other consents which
may be required in connection with its application for Placing Shares, that
it has complied with all requisite formalities and has not taken any action
or omitted to take any action which would or might result in DrKW, the
Company or DITM or any of their respective directors, officers, agents,
employees or advisers or any person acting on behalf of any of them acting
in breach of the legal or regulatory requirements of any territory in
connection with the Share Issuance Programme or such Placee's application
for Placing Shares;
5. that this Announcement, these terms and conditions and its application for
Placing Shares are governed by and construed in accordance with English law
and that it hereby submits (on its own behalf and on behalf of any person
for whom it is acting) to the exclusive jurisdiction of the English courts;
6. that it is not liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services);
7. that it has all necessary capacity and has obtained all necessary consents
and authorities to enable it to apply for Placing Shares and to perform its
obligations in relation thereto (including, without limitation, in the case
of any person on whose behalf it is acting) all necessary consents and
authorities to agree to the terms and conditions set out or referred to in
this Announcement;
8. that it is a person who falls within the provisions of Article 19 or 49 of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001
(as amended);
9. that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000 ('FSMA')) relating to the Placing
Shares in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
10. that it has complied and will comply with all applicable provisions of FSMA
with respect to anything done by it in relation to the Placing Shares in,
from or otherwise involving the United Kingdom;
11. that to the extent applicable to it (a) it is are aware of its obligations
in connection with money laundering under the Criminal Justice Act 1993, (b)
it has identified its clients in accordance with The Money Laundering
Regulations 1993 (as amended) (the 'Regulations'), and (c) it has complied
fully with its obligations pursuant to the Regulations;
12. that its obligations hereunder shall not (save in the case of fraudulent
misrepresentation) be capable of rescission or termination by it in any
circumstances whatsoever;
13. that it is not a US Person (as defined in Regulation S under the US
Securities Act of 1933 as amended ('Securities Act')) and that the Placing
Shares have not been and will not be registered under the Securities Act and
it will not offer or sell the Placing Shares in the United States and has
not engaged and will not engage in any 'directed selling efforts' (as
defined in Regulation S under the Securities Act) with respect to the
Placing Shares;
14. that it is not a resident of Australia, Canada or Japan and the Placing
Shares have not been and will not be registered under the securities
legislation of Australia, Canada or Japan and, subject to certain exceptions
(with which it is the Placee's responsibility to comply), may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
15. that the person who it specifies for registration as holder of the Placing
Shares will be either (i) itself or (ii) its nominee;
16. that neither DrKW nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure by a Placee to
comply with paragraph 6 above;
17. that when it or any person acting on its behalf is dealing with DrKW, any
money held in an account with DrKW on its behalf and/or any person acting on
its behalf will not be treated as client money within the meaning of the
relevant rules and regulations of the Financial Services Authority which
therefore will not require DrKW to segregate such money, as that money will
be held by it under a banking relationship and not as trustee;
18. that any application for Placing Shares is made on the basis that it is not
and will not be a customer of DrKW for the purposes of the rules of the
Financial Services Authority and that DrKW does not have duties or
responsibilities to it for providing the protections afforded to its
customers under such rules or for providing advice in relation to the Share
Issuance Programme; and
19. that the Company, DITM and DrKW and their respective directors, officers,
agents, employees and advisers and others will rely upon the truth and
accuracy of the foregoing representations, warranties and acknowledgements
and confirmations.
Undertakings
By applying for Placing Shares, each Placee (and any person acting on its
behalf) undertakes to DrKW (for itself and on behalf of the Company) that:
1. it will ensure that its CREST account enables delivery of the
Placing Shares for which it has applied to be made to it and it will pay
for the Placing Shares acquired by it within three Business Days of the
Trade Date (or such later date as may be agreed in writing by DrKW in
its sole discretion) in accordance with these terms and conditions,
failing which the relevant Placing Shares may be placed with other
persons or sold as DrKW in its sole discretion determines;
2. it will acquire, hold, manage or dispose of the Placing Shares
that are allocated to it only for the purposes of its business; and
3. to the extent that it is liable to stamp duty or stamp duty
reserve tax under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services), will bear any stamp
duty and stamp duty reserve tax as a consequence of the same.
By applying for Placing Shares, each Placee (and any person acting on its
behalf) hereby irrevocably appoints any director of DrKW as its agent for the
purpose of executing and delivering to the Company and/or its registrars any
documents on its behalf necessary to enable it to be registered as the holder of
such Placing Shares.
IMPORTANT INFORMATION
Members of the public are not eligible to take part in the Share Issuance
Programme. This Appendix and the terms and conditions set out herein are
directed only at persons who are 'investment professionals' as described in
Article 19 or 'high net worth companies' as described in Article 49 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as
amended) or to whom it may otherwise be lawfully communicated (all such persons
together being referred to as 'relevant persons'). This Appendix and the terms
and conditions set out herein must not be acted on or relied on by persons who
are not relevant persons. Any investment activity to which this Appendix and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
For further information please contact:
John Murray at Deutsche Investment Trust Managers Limited
Tel: 020 7545 0108
Andrew Zychowski at Dresdner Kleinwort Wasserstein Securities Limited
Tel: 020 7623 8000
Tom Harris at Dresdner Kleinwort Wasserstein Securities Limited
Tel: 020 7623 8000
M Pope
Joint Company Secretary
END
12 January 2004
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