Publication of Prospectus

RNS Number : 6575H

Troy Income & Growth Trust Plc

13 July 2012

 



To:                    RNS

From:                Troy Income & Growth Trust plc

Date:                13 July 2012

PUBLICATION OF PROSPECTUS

The Boards of Troy Income & Growth Trust plc (the "Company") and Albany Investment Trust plc ("Albany") announced on 12 June 2012 that they had reached agreement in respect of the recommended  merger of the assets of the two companies through a scheme of reconstruction and winding up of Albany (the "Proposals").  The Company announces that it has today published a prospectus approved by the UK Listing Authority in relation to the issue of up to 55 million new ordinary shares (the "New Shares") in connection with the Proposals.  

The Albany Scheme

If the Proposals are implemented, Albany Shareholders will be entitled to receive New Shares and/or cash in respect of their investment in Albany. Under the Proposals, the Company will acquire the part of the undertaking of Albany which represents the interests of Albany Shareholders who elect, or are deemed to have elected, for New Shares in exchange for the issue to such Albany Shareholders of New Shares.

The New Shares will rank equally with the existing Ordinary Shares (save that they will not qualify for the third interim dividend of 0.5p in respect of the quarter ended 30 June 2012 which is expected to be paid on 27 July 2012 or the fourth interim dividend for the period ended 20 August 2012 which is expected to be paid in October 2012).  The Company expects to declare a fifth interim dividend in respect of the period from 21 August 2012 to 30 September 2012 which is also expected to be paid in October 2012.  It is the Directors' intention, barring unforeseen circumstances, that the aggregate amount of the fourth and fifth interim dividends will be 0.525p per share.

The assets to be transferred to the Company will primarily comprise investments in securities of publicly quoted companies and cash and/or near cash assets.

Dividend

The Company's dividend policy is to provide Shareholders with an attractive income yield that is higher than the dividend yield on the FTSE All-Share Index from time to time. It is the Directors' policy to procure that the Company pays quarterly dividends in January, April, July and October of each year. In the absence of unforeseen circumstances and assuming a reasonable level of dividend growth in the portfolio, it is the Directors' intention that the dividend paid by the Company will grow over time (this is not a forecast of profits). TIGT has declared an interim dividend in respect of the quarter ended 30 June 2012 of 0.5p. It is the Directors' intention, barring unforeseen circumstances, that TIGT will pay two further interim dividends of 0.525p in aggregate for the quarter to 30 September 2012.

Costs and expenses of the Proposals

The aggregate costs and expenses to be incurred by the Company in connection with the Proposals are estimated to be approximately £320,000 (including irrecoverable VAT and any stamp duty payable on transfer of the assets from Albany to the Company). If the Scheme becomes unconditional, Troy Asset Management Limited ("Troy") will meet the Company's costs in connection with the Proposals to the extent that those costs are not covered by the premium to net asset value at which the New Shares are issued to Albany Shareholders. If the Albany Scheme does not become effective, the Company will incur abort costs estimated at approximately £125,000 (including irrecoverable VAT). Troy has also agreed to bear any abort costs incurred by the Company if the Albany Scheme does not become effective. Save for the contribution by Troy to the Rollover Pool in an amount equal to 0.1875 per cent. of the value of the assets comprised in the Rollover Pool as at the Calculation Date (thereby reducing the costs suffered by those Albany Shareholders electing, or deemed to have elected, for the Rollover Option), Albany will meet its own costs associated with the Proposals.

Conditions of the Proposals

The Issue is conditional upon:

§  the passing of the resolutions to approve the Albany Scheme at the general meetings of Albany Shareholders and the Albany Scheme becoming unconditional;

§  the satisfaction of the Admission Condition; and

§  neither the Directors nor the Albany Directors having resolved to abandon the Scheme and/ or the Proposals on the basis that the abandonment of the Scheme and/or the Proposals is in the best interests of their respective shareholders.

If any of these conditions is not satisfied by 30 September 2012, no part of the Proposals will become effective and no New Shares will be issued.

Admission and Dealings

Applications will be made to the UK Listing Authority for the New Shares to be admitted to the Official List with a premium listing and to the London Stock Exchange for the New Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. If the Albany Scheme becomes effective, it is expected that the New Shares will be issued on 20 August 2012, credited as fully paid, conditional upon admission to the Official List on 21 August 2012, and that the first day of dealings in such shares on the main market of the London Stock Exchange will be 21 August 2012. The New Shares will be issued in registered form and may be held in either certificated or uncertificated form.

A copy of the prospectus will shortly be available for inspection at www.hemscott.com/nsm.do.

Copies of the prospectus are also available in electronic form on the Company's website at www.tigt.co.uk and, until 21 August 2012, are available for collection from the registered office of the Company at 10 St. Colme Street, Edinburgh EH3 6AA.

All enquiries

Francis Brooke (Troy Asset Management Limited)

Tel: [phone]

Steven Cowie (Company Secretary)

Tel: [phone]

Nathan Brown / Hugh Jonathan (Numis Securities Limited)

Tel: [phone]

 

END

 

 

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