Proposals re Restricted Voting Shares

RNS Number : 0775U

F&C Private Equity Trust PLC

21 December 2012

 



21 December 2012

F&C PRIVATE EQUITY TRUST PLC

Proposed Redesignation of Restricted Voting Shares,
Purchase and Cancellation of Resulting Deferred Shares and Cancellation of Listing of Restricted Voting Shares

and

Publication of Circular

Introduction

The Board announced on 30 November 2012 that, subject to obtaining the requisite Shareholder approvals, the remaining assets in the RV Pool will be transferred to the Ordinary Pool in return for a corresponding transfer from the Ordinary Pool to the RV Pool of cash with a value equal to the then carrying value of the transferred assets.  These transfers will enable the Directors to declare a final dividend on the RV Shares, with the aggregate amount of that dividend equalling the value of the cash then held in the RV Pool (after providing for any accrued expenses attributable to the RV Pool). 

The requisite Shareholder approvals are for the conversion and redesignation of the RV Shares as Deferred Shares and their buy-back for a nominal consideration and cancellation by the Company following payment of the Final RVS Dividend, amendments to the Company's articles of association to remove all references to the RV Shares upon that redesignation and cancellation of the admission of the RV Shares to the Official List and to trading on the Main Market after they have been converted and redesignated as Deferred Shares (collectively, the "Proposals"). 

The Proposals

As intimated in the Company's interim report for the six months ended 30 June 2012, the RV Pool is now too small to justify the administrative costs of maintaining the RV Shares as a separate class of share.  All of the remaining assets in the RV Pool are also held in the Ordinary Pool and, as these are very small positions in old funds and some conditional entitlements to future payments, a sale to an external third party is not practical or likely to provide optimal value for RV Shareholders.  Accordingly, subject to the relevant Shareholder resolutions being passed, the remaining assets in the RV Pool will be transferred to the Ordinary Pool in return for a corresponding transfer from the Ordinary Pool to the RV Pool of cash with a value equal to the then carrying value of the transferred assets.  These transfers will enable the Directors to declare a final dividend on the RV Shares, with the aggregate amount of that dividend equalling the value of the cash then held in the RV Pool (after providing for any accrued expenses attributable to the RV Pool). 

Following payment of the Final RVS Dividend, the RV Pool will have no assets and, as a result, the RV Shares will no longer have any purpose or meaningful rights and will cease to have any value.  For a company to be an investment trust (and thus not be subject to corporation tax on its net  chargeable gains) with respect to an accounting period, it must meet all the eligibility conditions, including that each class of shares making up its ordinary share capital is admitted to trading on a regulated market, throughout the whole of that accounting period.  As the RV Shares are ordinary share capital for the purpose of the investment trust eligibility conditions, it is necessary, following payment of the Final RVS Dividend, to convert and redesignate the RV Shares as Deferred Shares with rights such that the Deferred Shares resulting are not ordinary share capital for the purpose of the investment trust eligibility conditions.  Such conversion and redesignation (and the subsequent purchase for nominal consideration and cancellation by the Company of the Deferred Shares) are conditional on the relevant Shareholder resolutions being passed at the General Meeting and RV Shareholders' Meeting.

The RV Shares will no longer exist following their redesignation as Deferred Shares and the subsequent purchase and cancellation of the Deferred Shares.  Accordingly, the Company has requested the FSA and the London Stock Exchange, subject to the relevant Shareholder resolutions being passed, to suspend the admission of the RV Shares to the Official List and to trading on the Main Market, respectively, at 7.30 a.m. on the first business day following the record date for the Final RVS Dividend (which is expected to be Friday, 25 January 2013) and to cancel the admission at 8.00 a.m. on the first business day following the date on which the Final RVS Dividend is paid (which is expected to be Thursday, 14 February 2013).

Conditional on the relevant Shareholder resolutions being passed, the Directors will declare and announce the amount of the final dividend per RV Share on the same day that those resolutions are passed.  On the assumption that the relevant Shareholder resolutions are passed on Thursday, 17 January 2013, the Final RVS Dividend will be payable on Thursday, 14 February 2013 to RV Shareholders on the register on Friday, 25 January 2013 (with an ex-dividend date of Wednesday, 23 January 2013).  As previously announced, the Directors expect the Final RVS Dividend to be not less than 1.675p per RV Share.

Circular to Shareholders

The Company will post today a circular to Shareholders setting out full details of the background to, and reasons for, the Proposals and convening a general meeting of the Company and a separate class meeting of RV Shareholders, both of which will be held on Thursday, 17 January 2013, at which the requisite Shareholder approvals will be sought.  A copy of that circular will be submitted to the National Storage Mechanism later today and will be available for inspection at www.morningstar.co.uk/uk/nsm.

Expected Timetable

2013

General Meeting                                                                      12 noon on Thursday, 17 January

RV Shareholders' Meeting                                                   12.01 p.m.¹ on Thursday, 17 January

Final RVS Dividend declared²                                                                     Thursday, 17 January

Ex-dividend date for the Final RVS Dividend²                                           Wednesday, 23 January

Record date for the Final RVS Dividend²                           close of business on Friday, 25 January

RVS Listing suspended and register of
RV Shareholders closed²                                                         7.30 a.m. on Monday, 28 January

Payment date for the Final RVS Dividend²                                                 Thursday, 14 February

RV Shares converted and redesignated as Deferred Shares and
Deferred Shares bought back and cancelled by the Company²                     Thursday, 14 February

RVS Listing cancelled²                                                             8.00 a.m. on Friday, 15 February

Notes:

¹        Or, if later, such time as the General Meeting shall have concluded or been adjourned.

²        Conditional on the resolutions to be proposed at the General Meeting and RV Shareholders' Meeting being passed.

³        All times referred to in this document are, unless otherwise stated, references to London time.

Enquiries

Hamish Mair (Fund Manager)/ Gordon Hay Smith (Company Secretary)	F&C Investment Business Limited	T: 0131 718 1184/ 0131 718 1018
Sue Inglis	Cantor Fitzgerald Europe	T: 020 7894 8016

Definitions

The following definitions apply throughout this announcement unless the context otherwise requires:

"Board" or "Directors"	the directors of the Company
"Company"	F&C Private Equity Trust plc
"Deferred Shares"	the deferred shares of 1p each in the capital of the Company resulting from the conversion and redesignation of the RV Shares
"Final RVS Dividend"	the final dividend to be declared in respect of the RV Shares, following payment of which the RV Pool will cease to have any assets
"FSA"	Financial Services Authority
"General Meeting"	the general meeting of the Company convened for Thursday, 17 January 2013 at 12 noon
"London Stock Exchange"	London Stock Exchange plc
"Main Market"	the London Stock Exchange's market for listed securities
"Official List"	the list maintained by the FSA pursuant to Part VI of the Financial Services and Markets Act 2000
"Ordinary Pool"	the assets and liabilities of the Company attributable to the holders of Ordinary Shares
"Ordinary Shares"	ordinary shares of 1p each in the capital of the Company
"RV Pool"	the assets and liabilities of the Company attributable to the RV Shareholders
"RV Shareholders"	holders of RV Shares
"RV Shareholders' Meeting"	the separate class meeting of RV Shareholders convened for Thursday, 17 January 2013 at 12.01 p.m. (or, if later, such time as the General Meeting shall have concluded or been adjourned)
"RV Shares"	restricted voting shares of 1p each in the capital of the Company
"RVS Listing"	the admission of the RV Shares to the Official List and to trading on the Main Market
"Shareholders"	holders of Ordinary Shares and/or RV Shares (as the context may require)

Note

Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the FSA, is acting solely for F&C Private Equity Trust plc and for no one else, in connection with the Proposals and will not be responsible to anyone other than F&C Private Equity Trust plc for providing the protections afforded to clients of Cantor Fitzgerald Europe or for affording advice in relation to the Proposals.

 

END

 

 

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