Subscription Shares
RCM Technology Trust PLC
18 July 2007
18 July 2007
RCM Technology Trust PLC
Bonus Issue of up to 5 million Subscription Shares
Further to the Company's announcement on 31 May 2007, confirming that following
the recent change of manager the Board proposes to make a bonus issue of
Subscription Shares to existing Shareholders, the Board is today publishing its
proposal in relation to the Subscription Shares. In addition the Board is also
publishing proposals in relation to an amendment to the Company's investment
policy and a renewal of the Company's share buyback authority.
BACKGROUND
General
The Company is an investment trust company which was launched in December 1995
as Finsbury Technology Trust PLC. On 6 March 2007, the Company announced that
the Board had decided to appoint RCM, part of the Allianz Group, as its manager
and investment adviser and with effect from 30 April 2007 the Company's name was
changed to RCM Technology Trust PLC. The Company invests principally in the
equity securities of quoted technology companies on a worldwide basis with the
objective of achieving capital growth over the longer term.
The Board believes that the appointment of RCM has positioned the Company to
take better advantage of opportunities which it believes exist in the global
technology sector and the Board is taking this opportunity to make Subscription
Shares available to qualifying shareholders (including PEP and ISA holders).
THE PROPOSALS
Bonus Issue of Subscription Shares
The Board proposes to implement a bonus issue of Subscription Shares subject to
the passing of certain resolutions (which will be proposed as special
resolutions) by shareholders at an extraordinary general meeting of the Company.
If the special resolutions are passed, qualifying shareholders will each
receive, without payment, one Subscription Share for every five Ordinary Shares
held by them on the 17 August 2007. Each Subscription Share will be capable of
conversion, on notification to the Company in the thirty days preceding the
annual general meeting of the Company in any of the years 2008 to 2012
(inclusive), into one Ordinary Share on the date of the relevant annual general
meeting on payment of the conversion price, which will be a price representing a
10 per cent. premium to the net asset value per Ordinary Share as at the 14
August 2007.
The Subscription Shares will be qualifying investments for the purposes of an
existing PEP and for the stocks and shares component of an ISA.
Authority to Increase Share Capital
The Company will seek shareholder approval to increase the Company's authorised
share capital from £15,000,000 divided into 60,000,000 Ordinary Shares of 25p
each to £15,047,867.62 divided into 60,000,000 Ordinary Shares of 25p and
4,786,762 Subscription Shares of 1p each.
Adoption of New Articles of Association
The Company proposes to adopt new Articles of Association setting out the rights
pertaining to the Subscription Shares, which are being established as a new
class of shares in the Company.
Authority to Allot
The Company proposes to seek authority under section 80 of the Companies Act to
allot up to 4,786,762 Subscription Shares. This authority will lapse on 31
December 2007.
Authority to Repurchase Subscription Shares
The Company proposes to seek shareholder approval for repurchases of up to 14.99
per cent. of the Subscription Shares. The authority being sought will last until
the date of the Company's next annual general meeting in 2008 or, if less, a
period of 15 months.
Capitalisation of Reserves
If the special resolutions relating to the proposed issue of Subscription Shares
are passed, the Company will capitalise £47,867.62 standing to the credit of the
Company's share premium account in order to pay up the nominal price (1p) of
each Subscription Share issued.
Amendment to the Company's Investment Policy
The Board proposes to amend the Company's investment policy to allow for
exposure to derivative instruments within the Company's portfolio for the
purposes of efficient portfolio management. RCM, which has used instruments for
certain of its global technology mandates since 1996, has proposed to the Board
that the Company should also utilise such instruments. The use of derivative
instruments would have the objectives of enhancing capital returns from the
Company's portfolio, improving the risk-return profile of the Company relative
to its benchmark and facilitating the management of portfolio volatility. The
Board has reviewed RCM's proposed strategy and believes that it is in
shareholders' interests to allow for a prudent level of exposure to derivative
instruments within the Company's portfolio, such level to be determined by the
Board from time to time.
Renewal of Ordinary Share Repurchase Authority
At the Company's annual general meeting held in April 2007 shareholders granted
an authority for the Company to repurchase for cancellation up to 14.99 per
cent. of its then issued share capital. The Board believes that it is in
shareholders' interests that this repurchase authority be renewed and extended
to permit, in addition to cancellation, the repurchase of Ordinary Shares into
treasury.
The Board intends that Ordinary Shares bought back under the new authority by
the Company will, to the maximum extent permitted by law, be retained in
treasury for resale in the market at a future date. Such Ordinary Shares may be
resold by the Company at prices which represent a discount to the then
prevailing net asset value per Ordinary Share, provided that the weighted
average discount is narrower than that at which the Ordinary Shares were
repurchased by the Company. The authorities required for the resale of Ordinary
Shares from treasury were granted at the Company's annual general meeting in
April 2007.
EXTRAORDINARY GENERAL MEETING
The implementation of the proposals requires the approval of shareholders. An
EGM has been convened for 16 August 2007 at which the resolutions in respect of
the proposals will be put to shareholders as special resolutions, requiring the
consent of 75% of those shareholders present in person or by proxy.
EXPECTED TIMETABLE
Latest time and date for receipt of Forms of
Proxy from shareholders 14 August at 10am
Calculation Date for conversion price of
Subscription Shares 14 August at 5pm
Extraordinary General Meeting 16 August at 10am
Conversion Price announced 16 August
Record date for qualifying shareholders' entitlement
to Subscription Shares 17 August at 5pm
Admission of Subscription Shares 20 August at 8am
Enquiries
Simon White
Head of Investment Trusts
RCM (UK) Limited
Tel: 020 7065 1539
Nathan Brown/ Jane Lewis
Winterflood Investment Trusts
020 3100 0292/0295
Notes
A copy of the Prospectus will be submitted shortly to the UK Listing Authority
and will be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
Financial Services Authority
25, The North Colonnade
Canary Wharf
London
E14 5HS
Winterflood Securities Limited, which is authorised and regulated in the UK by
the Financial Services Authority, is, through its division Winterflood
Investment Trusts, acting for the Company and no-one else in connection with the
contents of this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to customers of Winterflood
Investment Trusts, or for affording advice in relation to the contents of this
announcement or any matters referred to herein.
Defined terms used in this announcement shall, unless the context otherwise
requires, bear the meaning given to them in the Prospectus.
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