City of Oxfd 2nd EGM Rslt,etc

GUINNESS FLIGHT GEARED INCOME & GROWTH TRUST PLC 29 September 1999 Guinness Flight Geared Income & Growth Trust PLC ('GFGIGT') City of Oxford Investment Trust PLC ('City of Oxford') Issue and Placing of new GFGIGT Shares in connection with a Recommended Scheme for the reconstruction of City of Oxford At the second City of Oxford Extraordinary General Meeting held today, 29 September 1999, the special resolution for winding-up City of Oxford (the 'Scheme') was duly passed. The implementation of the Scheme, as defined in the circular to City of Oxford shareholders dated 27 August 1999 has therefore become effective. The adjourned separate general meeting of the holders of GFGIGT Zero Dividend Preference Shares was also held today. The extraordinary resolution to enable the Issue and Placing was duly passed. City of Oxford shareholder entitlements under the Scheme City of Oxford Zero Dividend Preference Shareholders will receive their full entitlement under City of Oxford's Articles of Association of 160.78p per share. City of Oxford Ordinary Income shareholders will receive their full entitlement in accordance with City of Oxford's Articles of Association. The Terminal Asset Value of the City of Oxford Ordinary Income Shares as at 27 September 1999, the Calculation Date, as calculated in accordance with the Scheme, was £7.99 million, equivalent to 26.327p per Ordinary Income Share. City of Oxford shareholder entitlements for each option under the Scheme are shown below. GFGIGT option City of Oxford Zero Dividend Preference Shareholders who elected for, or who were deemed to elect for, the option to roll over their existing investment into new GFGIGT Zero Dividend Preference Shares will receive 1,448.4603 GFGIGT Zero Dividend Preference Shares, subject to rounding down, for every 1,000 City of Oxford Zero Dividend Preference Shares previously held. City of Oxford Ordinary Income Shareholders who elected for, or who were deemed to elect for, the option to roll over their existing investment into new GFGIGT Geared Ordinary Shares will receive 268.0694 GFGIGT Geared Ordinary Shares, subject to rounding down, for every 1,000 City of Oxford Ordinary Income Shares previously held. The Formula Issue Price at the Calculation Date was 98.21p per GFGIGT Geared Ordinary Share. No scaling back of elections and deemed elections for the GFGIGT option will be required. CashFund Shares and/or cash option Zero Dividend Preference Shareholders who elected for the CashFund Shares and/or cash option will receive shares in the sterling money fund of Guinness Flight Global Strategy Fund Limited ('CashFund Shares') equal to 160.78p per City of Oxford Zero Dividend Preference Share previously held or an equal amount in cash for elections received under the cash option. Ordinary Income Shareholders who elected for the CashFund Shares and/or cash option will receive CashFund Shares equal to 27.327p per City of Oxford Ordinary Income Share previously held or an equal amount in cash for elections received under the cash option. GFGIGT Placing Placing commitments have been received by HSBC Investment Bank plc from a number of institutions and financial intermediaries to subscribe in cash for 3.25 million GFGIGT Zero Dividend Preference Shares (at the Placing Price of 111p), 28.09 million GFGIGT Income Shares (at the Placing Price of 109p) and 5.60 million GFGIGT Geared Ordinary Shares (at the Placing Price of 98.21p). The aggregate proceeds of the Placing were £39.73 million before expenses. In addition, GFGIGT will draw down approximately £29.36 million under the Bank Loan. GFGIGT following the Issue As a result of the Scheme and the Placing, the gross assets of GFGIGT, before expenses, will increase by £94.72 million, from £62.07 million at 27 September 1999 to £156.79 million. Immediately following completion of the Issue, the capital structure of GFGIGT will comprise 36,424,157 Zero Dividend Preference Shares, 49,269,600 Income Shares, 17,349,886 Geared Ordinary Shares and a £47.51 million Bank Loan. The NAV per GFGIGT Geared Ordinary Share at 27 September 1999 was 105.13p, following the issue, and after taking account of the expenses of the Issue, this NAV will increase by 1.0 per cent. to 106.18p. Dealings Dealings in the Shares of GFGIGT issued under the Scheme and the Placing are expected to commence on Wednesday 6 October 1999 at 8.00am. Fractions of Shares will not be issued. It is expected that share certificates in respect of holdings in GFGIGT will be despatched in the week commencing Monday 11 October 1999. Dealings in CashFund Shares issued under the Scheme, will commence on Thursday 30 September 1999 at 12.00pm. Shareholders who have elected for the cash option will have the payment of the proceeds dispatched by cheque, or where directed, by CREST assured payment, on Wednesday 6 October 1999 or as soon as possible thereafter. Final distribution A final distribution arising from the surplus, if any, remaining in the Liquidation Fund, as defined in the circular posted to City of Oxford Shareholders on 27 August 1999, will be made to City of Oxford Shareholders as soon as practicable once the Liquidators have settled all liabilities and received all outstanding sums due. The Liquidation Fund is estimated at approximately £200,000, from which any remaining costs and expenses will be paid. Enquiries Investec Guinness Flight Chris Burvill 0171 597 2000 Richard Prvulovich Andrew Martin Smith HSBC Investment Bank plc Ravi Anand 0171 336 2234 Cazenove & Co. Christopher Smith 0171 588 2828
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