Placing and Offer

City Natural Res High Yield Tst PLC 03 October 2003 City Natural Resources High Yield Trust PLC ('City Natural Resources' or the 'Company') Placing and Offer for Subscription of New Ordinary Shares Introduction At an extraordinary general meeting of the Company held on 26 June 2003, Shareholders overwhelmingly voted in favour of continuing the Company with a new investment objective of providing capital growth and income from a portfolio of mining and resource equities and of mining, resource and industrial fixed interest securities. In line with these changes, the Company changed its name to City Natural Resources High Yield Trust PLC. The transition of the Company's portfolio to a portfolio consistent with its new investment objective was completed in July 2003. Since then, Midas, the Company's new investment manager, and Intelli, the Company's financial adviser, have been pro-active in promoting the Company to existing Shareholders and Warrantholders and to potential new investors, with the aim of significantly improving the price at which the Shares trade relative to their net asset value and increasing the size of the Company through further issues of Shares During the period from 26 June 2003 to 30 September 2003, the Shares have traded at an average premium to their net asset value of 1 per cent. This compares with the average discount of 16 per cent. that the Shares traded relative to their net asset value during the 12 months' ended 26 June 2003. The Board believes that, based on the response to the Manager's and Intelli's promotional activities, there is significant demand for Shares as these provide exposure to a sector offering good growth prospects through a fund managed by a manager with proven investment credentials and strong institutional support. In view of the above, your Board announced today proposals to increase substantially the size of the Company through an issue of New Ordinary Shares by means of a placing with institutional investors and public offer for subscription. The Company is seeking to raise gross proceeds of up to £30 million through the issue of New Ordinary Shares. As at 3 October 2003, Intelli had procured commitments to invest £11.7 million in New Ordinary Shares. As a result, based on further anticipated demand and on the Company's unaudited net assets of £12.6 million as at 30 September 2003, the Company is expected to more than double its size following the Issue. The Issue is conditional, amongst other things, on the approval by Shareholders of a resolution to be proposed at an extraordinary general meeting of the Company which has been convened for Wednesday, 29 October 2003. The Board is also taking this opportunity to seek authority for the Company to make market purchases of its own Shares, to cancel the Company's share premium account in order to create a special reserve which may be treated as distributable profits and utilised for making such purchases, to adopt new Articles of Association and to amend the Company's investment policy. Such authorities, cancellation and adoption are subject to the approval by Shareholders at the Extraordinary General Meeting and the approval by Warrantholders of the resolution to be proposed at a general meeting of Warrantholders which has also been convened for Wednesday, 29 October 2003. Investment Opportunity Mining and resource equities provide financial exposure to the production of base and precious metals, soft commodities (such as rubber, vegetable oils and sugar) and resources (such as natural gas, oil and coal). The prices of many such products have been depressed but are now increasing, fuelled by growing demand, particularly from emerging market economies such as China. With an increasingly affluent population of 1.2 billion, China is expected to become the largest consumer in the world for most goods and services. The economic strength of China is an important demand factor for natural resources as China has a structural shortage of commodities. In addition, Asian countries now hold 70 per cent. of the world's foreign exchange reserves, which may provide a stimulus for precious metal demand. As a consequence, the Board believes that mining and resource equities represent an attractive asset class with many offering growing dividend yields. Besides a requirement for equity capital, mining and resource companies often have an appetite for other finance and may have in issue fixed income or convertible securities that offer favourable terms. Likewise, many industrial commercial and financial corporates have in issue fixed interest securities that offer yields that are often significantly higher than the yields on G7 Government bonds. The Board and Manager believe that many investors like to receive quarterly dividends, and in the absence of unforeseen circumstances the Company will aim to pay a first interim dividend of 0.5p per Share in February 2004 and will aim to pay aggregate dividends of 2p per Share for the following three dividends. The Company offers diversified exposure to mining and resource equities and to mining, resource and industrial fixed interest securities, which, when combined, offer good capital growth prospects as well as an attractive yield. Calculation of the Issue Price The arrangements adopted for the purpose of the Issue, by which the number of New Ordinary Shares will be determined, are intended to result in the allotment of that total number of New Ordinary Shares which represents, as a proportion of the Company's issued share capital as enlarged by the Issue, substantially the same ratio as the aggregate amount subscribed for the New Shares (less the estimated expenses of the Issue) bears to the net asset value of the Company prior to the injection of new capital, calculated as nearly as is practicable prior to the issue of the New Shares. The Issue Price is expected to be announced by the Company on Wednesday, 29 October 2003. Expected Timetable 2003 Latest time and date for receipt of Letters of Direction for the 12.31p.m. on Wednesday, 22 October Extraordinary General Meeting Latest time and date for receipt of Application Forms under the Offer 3.00 p.m. on Monday, 27 October Placing closes 5.00 p.m. on Monday, 27 October Latest time and date for receipt of white forms of proxy for the 12.31p.m. on Monday, 27 October Extraordinary General Meeting Latest time and date for receipt of green forms of proxy for the 12.32 p.m. on Monday, 27 October Warrantholders' Meeting Issue Price calculated as at Monday, 27 October Annual General Meeting 12.30 p.m. on Wednesday, 29 October Extraordinary General Meeting 12.31p.m. onWednesday, 29 October1 Warrantholders' Meeting 12.32 p.m. on Wednesday, 29 October2 Issue Price and basis of allocation announced Wednesday, 29 October Admission, dealings in New Ordinary Shares commence and CREST Friday, 31 October accounts credited in respect of New Ordinary Shares issued in uncertificated form Certificates despatched in respect of New Ordinary Shares issued in by Friday, 7 November certificated form 1 Or, if later, immediately following the conclusion or adjournment of the Annual General Meeting. 2 Or, if later, immediately following the conclusion or adjournment of the Extraordinary General Meeting. Definitions 'Annual General Meeting' the annual general meeting of the Company convened for Wednesday, 29 October 2003 at 12.30 p.m. (or any adjournment of such annual general meeting), notice of which is set out in the Company's annual report and accounts for the financial year ended 30 June 2003 'Articles' or 'Articles of the articles of association of the Company (as amended form time Association' to time) 'Board'' the board of directors of the Company (or any duly authorised committee thereof) from time to time 'Extraordinary General Meeting'' the extraordinary general meeting of the Company convened for or 'EGM'' Wednesday, 29 October 2003 at 12.31 p.m. (or, if later, immediately following the conclusion or adjournment of the Annual General Meeting) (or any adjournment of such extraordinary general meeting), notice of which is set out in Part 8 of this document 'FSA' Financial Services Authority 'Intelli' Intelli Corporate Finance Limited 'Issue' the issue of Shares pursuant to the Placing and the Offer for Subscription 'Issue Price' the price at which the New Ordinary Shares will be issued, which will be calculated in accordance with the formula (including the notes to that formula) set out in Part 6 of this document 'Manager', 'Investment Manager' Midas Capital Partners Limited or 'Midas' 'New Shares' or 'New Ordinary new Ordinary Shares to be issued pursuant to the Placing and/or Shares' the Offer for Subscription at the Issue Price 'Offer' or 'Offer for the offer to the public to subscribe for New Ordinary Shares on Subscription' the terms and conditions set out in this document 'Ordinary Shares'' or 'Shares'' ordinary shares of 25p each in the capital of the Company 'Placing' the arrangements put in place by Intelli for the conditional placing of Shares to the aggregate value of at least £30 million at the Issue Price described in this document 'Shareholders'' holders of Ordinary Shares 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland 'Warrantholders' holders of Warrants Warrantholders' Meeting' the general meeting of Warrantholders convened for Wednesday, 29 October 2003 at 12.32 p.m. (or if later after the conclusion or adjournment of the EGM) (or any adjournment of such general meeting), notice of which is set out in Part 9 of this document 'Warrants' the outstanding warrants issued by the Company to subscribe for Ordinary Shares at 85p per Share on 31 October in any of the years up to, and including, 2009 pursuant to the Warrant Instrument Enquiries: Alan Borrows Midas Capital Partners Limited 0151 906 2461 Gordon Neilly / Intelli Corporate Finance Limited 020 7653 6300 Darren Willis Midas Capital Partners Limited is regulated by the Financial Services Authority. Intelli Corporate Finance Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for City Natural Resources and for no one else in connection with the Issue or any other matter referred to herein and will not be responsible to anyone other than City Natural Resources for providing the protections afforded to customers of Intelli Corporate Finance Limited or for affording advise in relation to the Issue. End This information is provided by RNS The company news service from the London Stock Exchange
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