Issue of Equity
Manchester & London Inv Tst PLC
19 July 2006
Manchester & London Investment Trust plc
Proposed Placing and Offer for Subscription to Existing
Shareholders of up to 4,799,060 Ordinary Shares
and conversion of Preference Shares
19 July 2006
The board of Manchester & London Investment Trust plc ('MLIT' or 'the Company')
announces a Placing and Offer for Subscription to Existing Ordinary
Shareholders.
MLIT is an investment trust with a portfolio of equity investments, principally
quoted on the London Stock Exchange, valued at approximately £37 million as at
14 July 2006. It is managed by Midas Investment Management Limited and has
out-performed the FTSE All Share Index by 36.5 per cent. over the last 3 years
and 91.9 per cent. over the last 5 years to 30th April 2006, on a dividend
reinvested basis (Source: Fundamental Data, June 2006)
Background
At present MLIT has two classes of shares in issue - Ordinary Shares and
convertible Preference Shares. 62.14 per cent of the Ordinary Shares and all
the Preference Shares are held by Manchester & Metropolitan Investment Limited
('the Majority Shareholder'). If all the Preference Shares were converted into
Ordinary Shares, the Majority Shareholder, in conjunction with the Independent
Directors, would control 73.1 per cent. of the issued Ordinary Share capital on
a fully diluted basis. This would result in the Company losing its current
taxation benefits as an investment trust. The Company is seeking to issue up to
a further 4,799,060 New Ordinary Shares. By issuing these new Shares (none of
which will be taken up by the Majority Shareholder) the Company may retain its
status as an investment trust, even after conversion of the Preference Shares.
The issue of new Shares is expected to result in further benefits as described
below.
The Placing and Offer for Subscription
The Company proposes to issue up to 4,799,060 New Ordinary Shares pursuant to
the Placing and Offer for Subscription at a price equal to and representing a
discount of 10 per cent. to the Net Asset Value per Share as at close of
business on 9 August 2006 (the 'Placing Price').
The Company has entered into a Placing Agreement with Fairfax I.S. Limited
('Fairfax') whereby Fairfax will use reasonable endeavours to procure Placees in
the Placing of Shares to the value of £9 million. The exact number of Placing
Shares will be determined after 9 August 2006, when the Issue Price has been
determined.
The remaining New Ordinary Shares will be offered to Existing Shareholders whose
names are on the register at the Record Date, 12 July 2006 by way of the Offer
for Subscription.
The New Ordinary Shares will not entitle the holders to receive the dividend
payable to Ordinary Shareholders in respect of the period to 31st July 2006 (the
'July Dividend'). In all other respects, the New Ordinary Shares and existing
Ordinary Shares will rank pari passu including for subsequent dividends,
including the dividend for the half year ending 31st January 2007.
Fairfax will also seek placees for any New Ordinary Shares which are not taken
up by existing Ordinary Shareholders in the Offer for Subscription.
The Placing and Offer for Subscription are conditional on the passing of certain
resolutions at an Extraordinary General Meeting convened for 11 August 2006.
Subject to the completion of the Placing and Offer for Subscription occurring,
up to 2,977,680 Ordinary Shares (the 'Conversion Shares') will be issued upon
conversion of the Preference Shares. The Conversion Shares will rank pari passu
in all respects with the Existing Ordinary Shares, including the right to
receive the July Dividend.
Benefits of the Placing and Offer for Subscription (together 'the Issue')
The Board believes that the Issue will result in the following benefits for
Existing Shareholders:
• an increase in the liquidity of the Ordinary Shares arising from the
increase in the size of the Company;
• new investors being introduced to the Company;
• a reduction in the Company's fixed operating costs as a percentage of
Shareholders' funds;
• an opportunity to increase their investment in the Company; and
• ensuring the Company has the option to retain its investment trust
status.
The Board also believes that the Issue offers potential investors the
opportunity to invest in an investment trust:
• with a simple capital structure;
• where there is an alignment of interests between the Investment
Manager and other Shareholders due to the considerable shareholding of
the Majority Shareholder in the Company;
• that is managed by a fund manager with a strong track record;
• which offers the prospect of income and capital growth from a
portfolio invested with the aim of achieving an absolute return;
• which offers the prospect of protection from its Shares trading at a
wide discount as a result of the Board's stated discount management
policy; and
• where the total expense ratio to net assets is low compared to its
peer group (average of 1.33 per cent. over the period from 2003 to 2005
compared to an AITC investment trust average of 1.75 per cent. to the
year ended 31st December 2005). (Source: AITC April 2006, MLIT
Accounts).
Principal Risk Factors
The principle risk factors include exposure to share price fluctuations and
other risks inherent in investing in quoted securities, possibly using
derivatives, the lack of any guarantee that the Company's investment objectives
will be achieved, the possibility of variations in the level of dividends,
exposure to exchange rate movements, reliance on key individuals and the
likelihood that the share price may be quoted at a discount to net asset value,
in spite of measures designed to minimise or prevent such discounts.
Although it is the Directors' current intention to conduct the affairs of the
Company in such a manner as to satisfy the conditions for its approval as an
investment trust, such approval is given retrospectively for an accounting
period. There is no guarantee that such criteria will not change or that the
Company will be in a position to fulfill such criteria in the future. Investment
trust status could be lost if the proposed Placing does not proceed.
Extraordinary General meeting
An extraordinary general meeting has been convened for 10 am on 11 August 2006
to consider resolutions to enable the Placing and Offer for Subscription to
proceed.
Illustrative issue statistics:
NAV per Existing Ordinary Share (fully diluted and unaudited)
as at 14 July 2006 350.35p
Number of Ordinary Shares currently in issue:
7,500,000
Maximum number of New Ordinary Shares to be issued: 4,799,060*
Gross proceeds of the Placing £9,000,000
Maximum Gross proceeds of the Offer for Subscription* £6,132,157
Estimated Net Issue Proceeds*: £14,637,293
The Issue price of the New Ordinary Shares will be the fully diluted Net Asset
Value per Ordinary Share at close of business on 9 August 2006 (calculated using
the Company's current accounting policy and excluding issue costs), less a
discount of 10 per cent.
*Assuming the Issue is subscribed in full and no change in Net Asset Value per
Ordinary Share. This figure does not include Ordinary Shares to be issued on
conversion of the Preference Shares.
Expected timetable 2006
Record Date for the Offer for Subscription 12 July
Latest time for receipt of proxy forms for the EGM by
the Registrar 10.00am on 9 August
Latest time for receipt of Application Forms 11.00am on 9 August
EGM 10.00am on 11 August
Results of Offer for Subscription and issue price announced 11 August
Admission and dealings in New Ordinary Shares commence 14 August
Settlement of placing proceeds and CREST accounts credited in
respect of New Ordinary Shares issued in uncertificated form 14 August
Cheques dispatched for any excess application moneys 18 August
Certificates despatched in respect of New Ordinary Shares issued in
certificated form 21 August
Commenting on the Issue, the chairman, Peter Stanley, said 'The share issue
announced today is intended both to preserve the Company's investment trust
status, with its exemption from tax on portfolio capital gains, to reduce its
expense ratio for the benefit of new and existing shareholders and increase the
marketability of the Shares'.
Enquiries:
Manchester & London Investment Trust plc
Brian Sheppard - Director Tel: 0161 242 2899
Midas Investment Management Limited
Mark Sheppard - Director Tel: 0161 242 2895
Dawnay, Day Corporate Finance Limited - Sponsor
Sandy Jamieson - Director Tel: 020 7509 4570
Fairfax I.S. Limited - Broker
Paul Richards - Director Tel: 020 7460 4371
Dawnay, Day Corporate Finance Limited ('Dawnay Day'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
solely for Manchester & London Investment Trust plc and for no one else in
connection with the Issue and will not be responsible to anyone other than
Manchester & London Investment plc for providing the protections afforded to
clients of Dawnay Day or for affording advice in relation to the Issue or any
matter referred to in this announcement.
Fairfax I.S. Limited ('Fairfax'), which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting solely for
Manchester & London Investment Trust plc and for no one else in connection with
the Issue and will not be responsible to anyone other than Manchester & London
Investment plc for providing the protections afforded to clients of Fairfax or
for affording advice in relation to the Issue or any matter referred to in this
announcement.
This announcement does not constitute an offer or invitation to subscribe for
securities. This announcement does not constitute, and may not be used for the
purposes of, an offer or solicitation to anyone in any jurisdiction in which
such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. The distribution of this
announcement and the New Ordinary Shares in certain jurisdictions may be
restricted and, accordingly, persons into whose possession this announcement
comes are required to inform themselves about and to observe such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws of the jurisdiction concerned.
This information is provided by RNS
The company news service from the London Stock Exchange