Statement re. RECOMMENDED PROPOSALS FOR VOLUNTA...

PREMIUM TRUST PLC RECOMMENDED PROPOSALS FOR VOLUNTARY LIQUIDATION 1 DECEMBER 2006 Introduction Further to the Company's announcement of 28 September 2006 the Board today announces proposals under which the Company will be placed into members' voluntary liquidation in accordance with the timetable set out in the Articles. A circular containing full details of the proposals and convening an extraordinary general meeting to be held on 29 December 2006 is being published today and will be posted to members shortly. Winding Up Requirement The Directors are required under the Articles to convene the EGM and at the EGM to propose a resolution pursuant to section 84 of the Insolvency Act 1986 to wind up the Company. The Articles provide that those members voting in favour of the resolution to wind up the Company shall collectively have sufficient votes for the resolution to be carried notwithstanding the number of shareholders who vote against the resolution. Holders of Capital Shares, Income Shares and ZDP Shares (in relation to certain business) all have the right to attend and vote, in person or by proxy, at the EGM. Portfolio Realisation The Directors have reviewed with the Manager the process by which the Company's assets are to be realised. Certain major shareholders have also been consulted. With a view to maximising shareholder value in the winding up while returning capital as soon as practicable following the appointment of the liquidators on 29 December 2006, it is intended, having regard to the holiday period, that on the Company's behalf the Manager will place orders, or a single order if believed appropriate, for the Company's assets to be sold on the London Stock Exchange on 18 December 2006. The Directors presently intend to acquire a derivative instrument on 18 December 2006 through which the Company will maintain exposure to movements in the FTSE 100 Index until as near as practicable to the commencement of the Company's winding up. Final Interim Dividend Under the Articles, the Directors are required to pay a final interim dividend to the holders of Income Shares. This dividend is to be based on the Directors' best estimate of the revenue profits (including accumulated revenue reserves) available for distribution. As a result of this requirement, the Directors have determined to pay a final interim dividend of 3.0p per Income Share. The amount of this dividend is potentially subject to adjustment, in which case the Company will make an announcement of the change to a Regulatory Information Service. The Income Shares will be declared "ex" this dividend entitlement on 6 December 2006, the record date for this dividend will be 8 December 2006, and this dividend will be paid on 27 December 2006. Bank Loan It is expected that the Company's term loan facility with Lloyds TSB will be repaid in full (together with interest accrued to that date) on 20 December 2006, applying part of the proceeds of the portfolio realisation described above. It is anticipated that, at 20 December 2006, the principal amount drawn and outstanding under the loan facility will be £7,000,000. It is not expected that any breakage costs will be incurred. Proposed Winding Up Process Upon the passing of the first resolution to be proposed at the EGM, liquidators will be appointed and the winding up will commence. The liquidators will set aside sufficient assets in a liquidation fund to meet the known and contingent liabilities of the Company, including the costs of the winding up. In addition, a retention fund will be set aside by the liquidators, such fund being of an amount considered by them to be sufficient to meet any unknown liabilities of the Company. On the winding up, members' entitlements will be determined by reference to the Articles, which provide as follows: (i) first, holders of Income Shares have the right to be paid an amount equal to the amount standing to the credit of the Company's revenue reserves (as reduced by the final interim dividend referred to above), including the amount of the undistributed revenue profits for the current year of the Company as at the date of the commencement of winding up; (ii) second, holders of ZDP Shares have the right to receive a final capital entitlement of 105.05p per ZDP Share; (iii) third, after the payments of capital to holders of ZDP Shares described in paragraph (ii) above, holders of Income Shares have the right to receive a final capital entitlement of 47.7p per Income Share; and (iv) fourth, holders of Capital Shares have the right to receive the surplus assets of the Company available for distribution. It is expected that the liquidators will make payments pursuant to the entitlements described in paragraphs (i) to (iv) above in the week commencing 8 January 2007. It is expected that the value of the Company's assets, after allowing for payment of the known liabilities of the Company, including the costs of the winding up, and the retention fund to be set aside by the liquidators, will permit the payment of the entitlements referred to in paragraphs (i), (ii) and (iii) above in full by the liquidators. However given the exposure of the Company's assets to stock market movements there can be no absolute certainty that this will be the case. The liquidators may make a further distribution to holders of Capital Shares, at the conclusion of the winding up of the Company, depending on whether there are surplus assets remaining. This distribution would include any unapplied part of the retention fund set aside by the liquidators. Expenses The costs incurred in relation to the proposed liquidation, including financial advice, other professional advice and the liquidators' charges, are estimated to amount to approximately £178,000, inclusive of VAT. Management and Secretarial Services Agreement The Company and the Manager have agreed that the management and secretarial services agreement between them will terminate with effect from the passing of the resolution to wind up the Company. No compensation will be payable by the Company other than accrued fees and other payments due under the agreement up to and including the date of termination. Enquiries For further information, please contact: Keith Swinley Martin Currie Investment Management Ltd Tel. 0131 229 5252 Nathan Brown Winterflood Investment Trusts Tel. 020 7621 5572 Notes Capitalised terms shall bear the meanings given to them in the Company's circular dated 1 December 2006 unless the context otherwise requires. A copy of the above document will be submitted shortly to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS
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