Proposals

Henderson Strata Investments PLC 24 November 2006 HENDERSON GLOBAL INVESTORS HENDERSON STRATA INVESTMENTS PLC 24 November 2006 HENDERSON STRATA INVESTMENTS PLC Proposals including changes to the investment objective, the name of the Company and a bonus issue of subscription securities The Board of Henderson Strata Investments plc (the 'Company') announces that it intends to convene an Extraordinary General Meeting in January 2007 to consider proposals including changes to the Company's name, its investment objective and a bonus issue of subscription securities. It is intended that the Company's new name will be Henderson Opportunities Trust plc and its new portfolio manager will be James Henderson. Background to the proposals The Company's current investment objective is to seek to achieve above average capital growth from investment in a portfolio of UK micro-cap companies. The Company's share price increased by 50.7% over the period from 22 December 2004 (the date on which the proposals for the current investment policy were announced) to 31 October 2006. The total return of the FTSE All-Share Index over the same period was 39.5%. The Company's investment objective was adopted in February 2005 and the realignment of the Company's portfolio was substantially completed in accordance with this objective by 30 April 2005. The net asset value per share on a total return basis has increased by 37.3% over the period from 1 May 2005 to 31 October 2006 which compares with the total return of the Company's current benchmark, the FTSE Fledgling Index (ex Investment Companies), of 25.3% over the same period (source: AIC). This represents outperformance of 12%. The total return of the FTSE All-Share Index over this period was 37.3%. The Company expects to release its announcement of preliminary results for the year ended 31 October 2006 on 29 November 2006. The Directors have sought over time to implement a rigorous discount management policy by making regular share repurchases. These repurchases have ensured that the average discount to net asset value over the ninety days prior to the Company's year end on 31 October 2006 was less than 8 per cent. Despite achieving the Company's stated discount control objective and the strong performance of the Company's fund manager against his benchmark, the Board has been advised that there is insufficient demand from investors to sustain the discount at this 8 per cent. level over the medium term, in particular while many smaller company focused investment companies are trading at greater discounts to net asset value than the Company. In the light of this and the ongoing demand for further share repurchases by the Company, the Directors have concluded that the viability of the Company on an ongoing basis is jeopardised in its current form. The Company's investment manager, Henderson Global Investors, has approached the Board with proposals, including changes to the Company's name and investment strategy, which the Board and its advisers have concluded will appeal to shareholders and potential new investors more than the winding-up of the Company. Change of investment objective and name The Board proposes to convene an Extraordinary General Meeting in January 2007 for shareholders to consider proposals including the change of the Company's name, investment objective and a bonus issue of subscription securities. The revised objective will be to provide shareholders with higher than average growth of capital over the medium to long term. The Company's name will be changed to Henderson Opportunities Trust plc ('Henderson Opportunities'). If the proposals are approved by shareholders, Henderson Opportunities will: - be managed by James Henderson, who joined Henderson Global Investors in 1984 and is one of their top performing managers. James has an opportunistic stock-picking investment style which is value driven. James is the investment manager of Lowland Investment Company plc ('Lowland'), a company in the UK Growth and Income sector which has had NAV performance on a total return basis of 626.8% since he took over the management in 1990 (249.9% better than its benchmark (source: AIC)) and which was ranked 1st in its sector over the last 3, 5 and 10 years. As at close of business on 23 November 2006 the Lowland's share price stood at a 2.2% premium to net asset value. James is also responsible for the portfolio of The Law Debenture Corporation plc and has produced NAV performance on a total return basis of 92.6% since he took over in June 2003, which is 15.2% better than its benchmark (source: AIC). - invest in a portfolio of predominantly UK companies that are believed by the manager to be undervalued by the market. The Company's policy will be to invest in a concentrated portfolio of shares on an unconstrained basis across the whole range of market capitalisations. The investment portfolio will be characterised by its focus on growth, recovery and 'special situations' company shares which the manager believes should achieve a higher than average rate of capital growth over the medium to long term. - change its benchmark to the FTSE All-Share Index. Henderson Opportunities will seek to achieve substantial out-performance of its benchmark over the medium to long term. - amend the investment management fee arrangements. If the proposals are approved by shareholders, the annual management fee will be reduced to 0.6% of the Company's gross assets and will remain at 0.5% should gross assets exceed £100 million. In addition, the investment manager will be entitled to a performance fee of 15% of any outperformance over the benchmark, being the FTSE All-Share Index, subject to a cap on the total fees payable of 1.65% of the net assets in any year. No performance fee will be payable if the Company's share price or net asset value is lower at the end of an accounting period than at the beginning. - have the flexibility to borrow up to 25% of net assets. - implement a bonus issue of long-dated Subscription Securities to shareholders who remain on the register on a date (to be agreed) close to the date of the EGM in January 2007. It is expected that each Subscription Security will be issued for every 5 Ordinary Shares held and that each would confer the right to convert into one Ordinary Share no later than January 2014. - continue to employ share buy-back and share issuance powers with a view to being active in enhancing returns for shareholders by repurchasing shares on an opportunistic basis. The obligation to provide a share realisation mechanism at the target discount of 8 per cent. will not be maintained. As a result of the implementation of these proposals, the Company will amend its classification to the UK Capital Growth sector of the Association of Investment Companies. The Board expects to write to shareholders convening the Extraordinary General Meeting to consider these proposals as soon as practicable. George Burnett, Chairman of Henderson Strata Investments plc, said 'Despite the excellent performance of the Company since May 2005 it is clear that the Company cannot continue in its present form. These proposals provide shareholders with the opportunity to access one of the City's top investment managers with a new and innovative investment strategy. We commend these proposals to shareholders '. Enquiries: George Burnett, Chairman 01372 362 300 James Henderson, Henderson Global Investors 020 7818 4370 James de Sausmarez, Henderson Global Investors 020 7818 3349 Angus Gordon Lennox, JPMorgan Cazenove Limited 020 7588 2828 END This information is provided by RNS The company news service from the London Stock Exchange
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