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
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