Merrill Lynch World Mining Tst PLC
19 February 2004
Merrill Lynch World Mining Trust plc 19 February 2004
BONUS ISSUE OF WARRANTS
The Board of Merrill Lynch World Mining Trust plc (the 'Company') announces that
it intends to post a circular to shareholders on 23 February 2004 to convene an
extraordinary general meeting to approve a bonus issue of warrants to qualifying
shareholders.
INTRODUCTION
The Company was launched in December 1993. The Board has considered a proposal
from Merrill Lynch Investment Managers Limited (the Investment Manager) for the
Company to make a bonus issue of new Warrants on the Company's tenth
anniversary. The Board has decided that it is appropriate to make such an
issue, as a result of the Company's continuing strong performance and the
prevailing favourable outlook for commodity markets. 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 in general
meeting.
Benefits of the Warrant issue
The Directors believe that the Warrant issue will have the following advantages
for Shareholders:
- The Directors, who have received financial advice from UBS and
Cazenove, believe that the current favourable market background for mining and
precious metal shares and the 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 29 April 2005, the Net Asset Value and/or the share price
are higher than the exercise price of the Warrants, each holder of a Warrant
could exercise them and thereby acquire Ordinary Shares on favourable commercial
terms.
Shareholders who do not want to hold their Warrants at all can elect to dispose
of them via a dealing facility being implemented by Cazenove, details of which
are set out below.
The actual trading value 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 (as defined below).
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 23 March 2004. Fractions of Warrants will not
be issued. The issue of Warrants has not been underwritten.
Terms of the Warrants
In summary, the Warrants being issued will entitle a holder to elect to exercise
each Warrant and subscribe for one Ordinary Share on 29 April 2005, the Warrant
maturity date, at the Warrant Exercise Price. The 'Warrant Exercise Price' will
be the Net Asset Value per Ordinary Share, plus 1 per cent. of such amount,
rounded up to the nearest whole penny, as at the close of business on 24 March
2004, being the Business Day immediately preceding the date of the Extraordinary
General Meeting to approve the Warrant issue.
The Warrant Exercise Price will be notified to Shareholders by way of
supplemental listing particulars expected to be published on 25 March 2004.
Warrantholders may exercise their Warrants in April 2005 by paying the Warrant
Exercise Price 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 April 2005, 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 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. 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 26
March 2004 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 Cazenove to enable those
Shareholders who decide not to keep their Warrants the ability to realise them.
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.
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 29 March 2004 and
that proceeds of any Warrant sales are expected to be remitted to Shareholders
by 7 April 2004.
Costs of the Proposal
The Company's expenses in connection with the proposed issue of Warrants are
estimated to amount to £300,000 (excluding VAT) and are proposed to be charged
to the Company's capital account in their entirety.
Change to the Articles of Association
The Board is also proposing to make a change to the Articles of Association
which is necessary for the Company to comply with the latest edition of the
Listing Rules and accordingly proposes, if approved, to remove the power of the
Company to impose restrictions on the acquisition and holding of Ordinary Shares
and powers to compulsorily transfer Ordinary Shares if the Board considers that
the holding of such Ordinary Shares might be in breach of legal or regulatory
requirements or might have adverse taxation or other pecuniary consequences for
the Company.
Extraordinary General Meeting
The issue of the Warrants and the change to the Articles of Association require
the approval of Shareholders. Accordingly an Extraordinary General Meeting will
be 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 25 March 2004 at 33 King
William Street, London EC4R 9AS.
EXPECTED TIMETABLE 2004
Latest time for receipt of Forms of Proxy and Warrant Instruction Forms 2:45 p.m. on 23 March
Record date for issue of bonus Warrants close of business on 23
March
Exercise price of Warrants calculated as at close of business on 24 March
Extraordinary General Meeting 25 March
Date on which Warrants admitted to the Official List 26 March
Dealings in Warrants commence on London Stock Exchange 26 March
Warrants issued in uncertificated form credited to stock accounts in CREST 26 March
of Shareholders entitled thereto
Warrant certificates and supplemental listing particulars stating Warrant by 30 March
exercise price posted to non-CREST Shareholders
Cheques despatched to non-CREST Shareholders and payments made through assured by 7 April
payment mechanism to CREST Shareholders in respect of Warrants sold under the
dealing facility
2005
Warrant maturity date 29 April
ENQUIRIES:
Lynn Ruddick 020 7743 2427
Managing Director, Investment Trust Division
Merrill Lynch Investment Managers
Graham Birch 020 7743 2690
Fund Manager, Merrill Lynch Investment Managers
Nigel Webb 020 7743 5938
Public Relations, Merrill Lynch Investment Managers
William Clutterbuck 020 7379 5151
Maitland Consultancy
Angus Gordon Lennox 020 7588 2828
Cazenove & Co. Ltd
Will Rogers 020 7568 1000
UBS Limited
This information is provided by RNS
The company news service from the London Stock Exchange
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