Notice of EGM

RNS Number : 6251W

Premier Energy & Water Trust PLC

22 November 2010

Premier Energy and Water Trust PLC

Posting of circular to Shareholders, notice of shareholder meetings

and amendment to Articles of Association

For immediate release

22 November 2010

The board of directors (the "Board") of Premier Energy and Water Trust PLC ("PEWT" or the "Company") announces that, further to the announcement issued on 18 November 2010 regarding the proposed scheme of reconstruction and winding up of Premier Renewable Energy Fund Limited which includes a rollover option into the Company (the "Proposals"), the Company has today posted a circular to shareholders (the "Circular").

The Circular contains notices of a separate class meeting of the ZDP Shareholders in the Company and of a general meeting of the Company to be held on 15 December 2010 at 2.45pm and 3pm respectively (the "Shareholder Meetings").

The purpose of the Shareholder Meetings is to seek shareholder authority to issue and allot new ZDP and ordinary shares in the Company in connection with the Proposals and to amend the Company's articles of association.

The Circular will shortly be available on the following website: www.premierassetmanagement.co.uk *

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do

In accordance with Disclosure and Transparency Rule 6.1.2, the proposed amendment to the Company's articles of association is as follows:

The deletion of article 5.2.2(i) in its entirety and the insertion of the following:

"(i) issue any further shares or rights to subscribe or convert any securities into shares in the Company or reclassify issued share capital into shares of a particular class where such shares rank, or would on issue conversion or reclassification rank, as to capital in priority to, or pari passu with, the ZDP Shares, save that the Company may, subject as provided in the Articles, issue further ZDP Shares, rights or securities ranking pari passu with the ZDP Shares, provided that the Company's Directors shall have calculated and the Company's auditors shall have reported to the Directors on such calculations that, were the further shares to be issued or rights of subscription or conversion to be issued and immediately exercised or the shares to be reclassified at the NAV Calculation Date:

(a) those ZDP Shares in issue immediately thereafter would have a Cover of not less than 1.5 times; or

(b) those ZDP Shares in issue immediately thereafter would have a Cover of not less than the Cover of the ZDP Shares in issue immediately prior to the NAV Calculation Date.

For the purposes of this Article 5.2.2, the cover of the ZDP Shares shall represent a fraction where the numerator is equal to the Net Assets of the Company on the NAV Calculation Date and the denominator is equal to the amount which would be paid on the ZDP Shares in issue on the NAV Calculation Date as a class (and on all shares ranking as to capital in priority thereto or pari passu therewith, save to the extent already taken into account in the calculation of the total of share capital and reserves) in a winding up of the Company on the Planned Winding Up Date. The "NAV Calculation Date", for the purposes of this Article 5.2.2 shall mean the close of business on the latest practicable date prior to (and excluding) the date of the proposed issue or reclassification or, at the discretion of the Directors, the close of business the latest practicable date prior to (and excluding) the date of the announcement of such proposed issue or reclassification or, if applicable and earlier, the date of any announcement of the intention to make such proposed issue. In calculating such Cover, the Directors shall where available:

A. use the Net Assets of the Company published by the Company at the most recent practicable date before the NAV Calculation Date;

B. assume that the share capital or rights proposed to be issued or arising on reclassification had been issued and/or exercised and/or reclassified at the end of the month prior to the NAV Calculation Date;

C. adjust the Net Assets of the Company used for the purposes of (B) by adding the minimum net consideration (if any) which would be received upon such issue, reclassification or exercise;

D. take account of the entitlements to be attached to the new shares or securities or rights to be issued;

E. aggregate the final capital entitlements of the existing ZDP Shares and the capital entitlements of the new shares or securities or rights to be issued as aforesaid in each case as at the Planned Winding Up Date;

F. make appropriate adjustments for any other issues or reclassifications or purchases of own share capital which have been made by the Company since the end of the immediately preceding month or will have been made by or at the time of the proposed issue of shares or rights of subscription or conversion into shares or reclassification; and

G. make such other adjustments as they consider appropriate.

The Directors shall have absolute discretion to determine whether the conditions set out above are satisfied in any case and no independent valuation need be carried out; or"

* Neither the contents of Premier Asset Management Limited's website nor the contents of any website accessible from hyperlinks on that website (or any other website) is incorporated into, or forms part of, this Announcement.

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For further information contact: