Merrill Lynch World Mining Tst PLC
10 February 2006
Announcement number 2175Y has been revised by removing the last four erroneous
paragraphs from the Introduction. This is the replacement.
Merrill Lynch World Mining Trust plc
Bonus Issue of Warrants
10 February 2006
The Board of Merrill Lynch World Mining Trust plc (the 'Company') announces that
it intends to post a Prospectus to shareholders to convene an Extraordinary
General Meeting to be held on 17 March 2006 (the 'Extraordinary General Meeting
') to approve a bonus issue of warrants (the 'Warrants') to qualifying
shareholders.
Terms used in this announcement have the same meaning as set out in the
Prospectus.
INTRODUCTION
Following the bonus issue of warrants which the Company made in 2004, the Board
has considered a proposal from MLIM for the Company to make a further bonus
issue of Warrants in 2006. Such Warrants will have a life of approximately 3
years and will be exercisable in February 2007, February 2008 or February 2009.
In light of the Company's continuing strong performance and the continuing
prevailing favourable outlook for commodity markets, the Board has decided that
it is appropriate to make such further issue of Warrants. Qualifying
Shareholders who decide not to hold these Warrants may elect to sell them via
the dealing facility arranged by the Company, details of which are set out
below.
The issue of the new Warrants requires the approval of Shareholders at the
Extraordinary General Meeting.
BENEFITS OF THE WARRANT ISSUE
The Directors believe that the Warrant issue will have the following advantages
for Shareholders:
- The Directors, believe that the current favourable market background
for mining and precious metal shares and the continuing strong performance of
the Company's assets should result in the Warrants having a financial value on
issue. However, the volatile nature of the Company's assets will have an impact
on the market price of the Warrants, which may fluctuate throughout their life.
- If on the exercise dates in February 2007, 2008 and 2009, the share
price is higher than the relevant exercise price of the Warrants, holders of
Warrants could exercise them and thereby acquire Ordinary Shares on favourable
commercial terms.
Shareholders who do not want to hold their Warrants may elect to dispose of them
via a dealing facility arranged by JPMorgan Cazenove Limited, details of which
are set out below.
The trading value of the Warrants will be determined by market forces, such as
the global macroeconomic background, the supply and demand for the Warrants and
investor sentiment towards the Company and the mining sector. The Warrants will
have time value - a value for the time the underlying Ordinary Share has the
potential to rise above the Warrant Exercise Price.
ENTITLEMENT OF SHAREHOLDERS TO WARRANTS
Subject to the proposed bonus issue of Warrants being approved at the
Extraordinary General Meeting, Qualifying Shareholders will each receive 1
Warrant for every 5 Ordinary Shares owned by them as at the close of business on
the record date, expected to be 15 March 2006. The latest date for dealings in
Ordinary Shares on an ordinary settlement basis to result in the purchaser
acquiring an entitlement to the Warrants being issued as a result of the
proposals is close of business on 10 March 2006. Fractions of Warrants will not
be issued. The issue of Warrants has not been underwritten.
TERMS OF THE WARRANTS
The Warrants being issued will entitle a holder to elect to exercise each
Warrant and subscribe for one Ordinary Share on 28 February 2007, 29 February
2008 or 27 February 2009, at the Warrant Exercise Price. The 'Warrant Exercise
Price' will be the Net Asset Value per Ordinary Share, plus a percentage premium
of such amount, rounded up to the nearest whole penny, as at the close of
business on 16 March 2006, being the day immediately preceding the date of the
Extraordinary General Meeting to approve the Warrant issue, as follows:
If exercised in February 2007 - a 1 per cent premium to such Net Asset Value per
Ordinary Share
If exercised in February 2008 - a 10 per cent premium to such Net Asset Value
per Ordinary Share
If exercised in February 2009 - a 30 per cent premium to such Net Asset Value
per Ordinary Share
The Warrant Exercise Price will be notified to Shareholders by way of a
supplementary prospectus expected to be published on 20 March 2006.
Warrantholders may exercise their Warrants in February 2007, February 2008 or
February 2009 by paying the Warrant Exercise Price as described above and
subscribing for the appropriate number of Ordinary Shares. To exercise their
Warrants, Warrantholders will be required to complete and return, during the
period of 28 days ending at 3:30 p.m. on 28 February 2007, 29 February 2008 or
27 February 2009 the Notice of Exercise on the reverse of their Warrant
certificate.
The issue of the Warrants is subject to the passing of the Resolutions at the
Extraordinary General Meeting authorising the Directors to allot the Warrants
and the UK Listing Authority agreeing to admit the Warrants to the Official List
and the London Stock Exchange agreeing to admit the Warrants to trading, subject
to allotment. Subject to the passing of the Resolutions, the Directors intend
to exercise the authority conferred by such resolutions in the allotment of the
Warrants. If any of these conditions are not fulfilled, then the Warrants will
not be issued.
It is expected that the Warrants will be admitted to the Official List on 20
March 2006 and that the first day of dealings in the Warrants will be the same
date. The Warrants will be issued in either certificated or uncertificated
form.
DEALING FACILITY
The Company has arranged a dealing facility with JPMorgan Cazenove to enable
those Shareholders who decide not to keep their Warrants the ability to realise
them. To participate in this facility, Shareholders must complete the Warrant
Instruction Form on the Form of Proxy and return it by no later than 2:45 p.m.
on 15 March 2006. Instructions from investors within the Merrill Lynch
Investment Trusts ISA/PEP Plan and Savings Plan must be received by Merrill
Lynch by close of business on 8 March 2006 in order to use the dealing facility.
Forms received after the relevant date will not be valid. JPMorgan Cazenove
will use its reasonable endeavours to sell any Warrants which Shareholders elect
to sell via this facility. It should be noted that there is no certainty as to
the price that will be achieved for Shareholders electing to sell their Warrants
via this facility.
Shareholders will not be entitled to any proceeds from the disposal of their
Warrants if such proceeds are under £3.00. Such proceeds will be retained for
the benefit of the Company.
It is envisaged that the likely timing of the sale of the Warrants pursuant to
the dealing facility will be on or around the week commencing 20 March 2006 and
that proceeds of any Warrant sales are expected to be remitted to Shareholders
by 31 March 2006.
COSTS OF THE PROPOSAL
The Company's expenses in connection with the proposed issue of Warrants are
estimated to amount to £266,000 (excluding VAT) and it is proposed that they are
charged to the Company's capital account in their entirety.
OVERSEAS SHAREHOLDERS
The issue of the Warrants to persons who have a registered or mailing address in
countries other than the United Kingdom may be affected by the law or regulatory
requirements of the relevant jurisdiction. Any Shareholder who is in any doubt
as to their position should consult an appropriate professional adviser without
delay.
EXTRAORDINARY GENERAL MEETING
The issue of the Warrants requires the approval of Shareholders. Accordingly an
Extraordinary General Meeting has been convened for 2:45 p.m., or as soon as the
Company's Annual General Meeting convened for the same date has been concluded,
on 17 March 2006 at 33 King William Street, London EC4R 9AS.
EXPECTED TIMETABLE 2006
Latest date for receipt of Voting Instruction Forms
and Warrant Instruction Forms by investors in the 8 March
Merrill Lynch Savings Plan and ISA and PEP plans
Latest time for receipt of Forms of Proxy and
Warrant Instruction Forms 2:45 p.m. on 15 March
Record date for issue of bonus Warrants close of business on 15
March
Exercise price of Warrants calculated as at close
of business on 16 March
Extraordinary General Meeting 17 March
Supplementary prospectus stating Warrant exercise
price published 20 March
Date on which Warrants issued and admitted to the
Official List 20 March
Dealings in Warrants commence on London Stock Exchange 20 March
Warrants issued in uncertificated form credited to stock
accounts in CREST of Shareholders entitled thereto 20 March
Warrant certificates and supplementary listing particulars
stating Warrant exercise price posted to by 24 March
non-CREST Shareholders
Cheques despatched to non-CREST Shareholders and payments
made through assured payment mechanism to CREST Shareholders by 31 March
in respect of Warrants sold under the dealing facility
2007
Warrant exercise date 28 February
2008
Warrant exercise date 29 February
2009
Warrant exercise date 27 February
ENQUIRIES:
Caroline Driscoll 020 7743 2427
Merrill Lynch Investment Managers
Graham Birch 020 7743 2690
Merrill Lynch Investment Managers
Angus Gordon Lennox 020 7588 2828
JPMorgan Cazenove Limited
END
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