Proposed Issue of C Shares
Midas Income & Growth Trust PLC
27 January 2006
This announcement is not for release, publication or distribution in or into the
United States, Australia, Canada,
the Republic of Ireland or Japan
27 January 2006
MIDAS INCOME & GROWTH TRUST PLC
(THE 'COMPANY' OR 'MIGT')
PLACING AND OFFER FOR SUBSCRIPTION AND
EXTRAORDINARY GENERAL MEETING
Introduction
• The Board announces proposals to increase significantly the size
of the Company through the issue of C Shares via (i) a Placing with
institutional investors, private client fund managers and private client
brokers; and (ii) a public Offer for Subscription (together 'the Issue').
• The Board expects to raise between £20 million and £35 million
(before expenses) through the Placing and Offer. As a result (and based on the
Company's unaudited and undiluted net assets of approximately £25.8 million as
at 23 January 2006, being the latest practicable date prior to the publication
of the Prospectus), the Company is expected to increase its net assets up to
approximately £60.2 million following the Issue.
• The Company has published, and is posting to its Shareholders
and Warrantholders today, a prospectus relating to the Placing and Offer for
Subscription, which incorporates a notice convening an extraordinary general
meeting of the Company for Friday, 24 February 2006 at which a resolution
authorising the Issue will be proposed (the 'Prospectus').
Midas Income & Growth Trust PLC
• In August 2005 Shareholders approved the change of investment
objective and policy of the Company such that it now seeks to achieve an
absolute return with low volatility through investment in a multi-asset
portfolio. At the same time the Company's name was changed to reflect the new
investment objective and a new Investment Manager, Midas Capital Partners, was
appointed.
• Following the changes implemented in August last year, the
Company's share price rating has improved from a discount to NAV (on a fully
diluted basis) of 9.3 per cent., as at 16 June 2005 (the date immediately prior
to the announcement of the proposed change of investment policy) to a premium.,
as at 23 January 2006 (the latest practicable date prior to the publication of
the Prospectus).
• A net interim dividend for the quarter ending 31 January 2006
has been declared at the rate of 1.38p per existing Ordinary Share. The Company
has set a target initial gross dividend yield of 4.25 per cent. per annum, based
on current asset values, following conversion of the C Shares. This initial
target yield does not constitute a forecast of the profits or return from
investment in the Company and there is no guarantee of any particular level of
profits or return being achieved.
• The Investment Manager will construct a balanced portfolio of
assets with both market and non-market correlation with an emphasis on achieving
absolute returns and on reducing volatility.
• The portfolio includes UK and overseas equities, fixed interest
securities, property, bonds, alternative assets and structured products.
• The Company may borrow to gear the Company's returns when the
Investment Manager believes it is in Shareholders' interests to do so.
Currently the Company has borrowings equivalent to approximately 10 per cent. of
its net assets.
• The Company has a capital structure consisting of Ordinary
Shares and Warrants. There is approximately 1 Warrant in issue for every 5
Ordinary Shares currently in issue.
• The Board has stated that it intends to apply an active discount
management policy, buying back Ordinary Shares if the market price is at a
discount greater than 5 per cent. to the fully diluted NAV per Share.
Investment Opportunity
• The Manager believes that the Company currently benefits from a
number of attractive investment opportunities across the wide range of markets
in which it invests. The Manager will aim to combine these opportunities within
the Company so as to produce a multi-asset portfolio intended to generate
attractive absolute returns including a significant level of income for
Shareholders, whilst preserving capital and reducing volatility. The Manager
believes attractive opportunities currently exist within the UK and overseas
equity markets, the fixed interest markets, areas of the property market and
across a range of alternative assets and structured products.
Investment Manager
• Midas Capital Partners is a fast growing fund management company
formed in early 2002 by Simon Edwards and Alan Borrows, the investment team who
were responsible for the management of the £3 billion Merseyside Pension Fund
from 1995 to 2002. As at 3 January 2006, Midas Capital Partners had
approximately £410 million of assets under management. Midas Capital Partners
has a strong investment record. The team's pensions fund performance record
puts them in the top 2 per cent. of UK pension funds measured by the WM Company
over the last 1, 2, 3, 5 and 10 years. Midas Capital Partners' two open-ended
retail funds, the Midas Balanced Growth Fund and the Midas Balanced Income Fund,
both of which were launched in April 2002, are ranked 2nd in their respective
peer groups over three years to 31 December 2005.
Proposed Issue of C Shares
• The Board believes that there is a greater demand for Shares
from existing and new investors than could be satisfied by the normal supply of
the Company's Ordinary Shares in the market. The Board has, accordingly,
decided to proceed with proposals for a Placing and Offer for Subscription.
• The Company is seeking to raise a minimum of £20 million and a
maximum of £35 million through the issue of C Shares pursuant to the Placing and
Offer.
• The C Shares will be issued at 100p per Share. No further
warrants will be issued.
• On the assumption that the Issue proceeds to completion, the
Board undertakes that the Company will not seek to raise additional new equity
share capital in the 12 months from the date of the Prospectus.
• The Directors believe that the most equitable means of
protecting the interests of both existing Ordinary Shareholders and new
investors is through establishing a segregated pool of assets attributable to
the C Shareholders, initially comprising the Net Issue Proceeds. This structure
will ensure that existing Shareholders do not bear any of the costs associated
with the Issue or investing the Net Issue Proceeds and that the income generated
by each pool is only attributable to Shareholders with rights over their
respective asset pool.
• It is not anticipated that the C Shares will receive the
dividend payable to Ordinary Shareholders in respect of the period to 30 April
2006. C Shareholders may receive a special dividend in respect of any income
received by the pool of assets attributable to the C Shares prior to Conversion.
On the assumption that the C Shares convert into New Ordinary Shares on or
around 28 April 2006, holders of both classes of Shares will rank pari passu in
respect of the dividend for the quarter ending 31 July 2006.
Benefits of the Issue
• The Board believes that the Issue will result in the following
benefits:
- increasing the size of the Company, with consequential benefits,
following Conversion, for the liquidity of the Ordinary Shares;
- introducing new investors to the Company;
- reducing the Company's fixed operating costs as a percentage of
Shareholders' funds;
- offering existing Shareholders, Warrantholders and Plan
Participants the opportunity to increase their investment in the Company; and
- reducing the impact of warrant dilution on the NAV per Share.
• The Board believes that the Issue offers potential investors the
opportunity to invest in an investment trust:
- with a simple capital structure;
- managed by a highly regarded fund manager with a strong track
record;
- offering the prospect of income and capital growth from a
diversified portfolio of assets invested with the aim of achieving an absolute
return with low volatility; and
- which offers protection from its Shares trading at a wide
discount as a result of the Board's stated discount management policy.
General
• Full details of the Issue, the risk factors and the terms and
conditions of application under the Offer, which should be read carefully before
any application is made, are set out in the Prospectus. An Application Form is
set out at the end of the Prospectus. Terms used in this announcement shall
have the same meaning as in the Prospectus.
Expected Timetable
2006
Offer for Subscription opens Friday, 27 January
Latest time and date for receipt of placing commitments as at 3.00 p.m. on Thursday, 9 February
Latest time and date for receipt of Application Forms under the as at 11.00 a.m. on Thursday, 16 February
Offer for Subscription
Latest time and date for receipt of Letters of Direction for the 10.00 a.m. on Friday, 17 February
EGM
Latest time and date for receipt of proxy forms for the EGM by the 10.00 a.m. on Wednesday, 22 February
Registrar
EGM 10.00 a.m. on Friday, 24 February
Results of Placing and Offer for Subscription announced on, or around Friday, 24 February
Expected record date for the dividend to existing Ordinary close of business on Friday, 24 February
Shareholders for the quarter ending 31 January
Admission and dealings in C Shares commence as at 8.00 a.m. on Monday, 27 February
Settlement of placing proceeds and CREST accounts credited in by Monday, 27 February
respect of C Shares issued in uncertificated form
Certificates despatched in respect of C Shares issued in week commencing Monday, 6 March
certificated form
Expected payment date for the interim dividend for the period to 31 Wednesday, 15 March
January to existing Ordinary Shareholders on the register at the
record date
Expected date for calculation of conversion ratio close of business on Wednesday, 26 April
Record date for the interim dividend for the period to 30 April to close of business on Friday, 28 April
existing Ordinary Shareholders and for the special dividend to C
Shareholders
Expected date of conversion of the C Shares into New Ordinary on or around Friday, 28 April
Shares
Expected date CREST accounts credited in respect of New Ordinary on or around Tuesday, 2 May
Shares
Expected date that Admission and dealings in New Ordinary Shares on or around Tuesday, 2 May
commences
Certificates issued in respect of New Ordinary Shares week commencing Monday, 8 May
Expected payment date for the interim dividend for the period to 30 Thursday, 15 June
April to existing Ordinary Shareholders at the record date and for
the special dividend to C Shareholders at the record date
Enquiries
Richard Ramsay / Darren Willis Intelli Corporate Finance Limited, Sponsor 020 7653 6300
Alan Borrows Midas Capital Partners Limited, Manager 0151 906 2461
Charles Mearns Aberdeen Asset Management PLC, Secretary 0131 313 6442
Notes
The C shares will not be registered under the United States Securities Act 1933
or the relevant securities laws of any state of the United States, or under any
of the relevant securities laws of Canada, Japan, the Republic of South Africa,
or Australia, and, accordingly, the placing and offer for subscription will not
be made and the C shares may not be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Japan, the Republic of South Africa or Australia.
Intelli Corporate Finance Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for Midas Income &
Growth Trust PLC and for no one else in connection with the proposed placing and
offer for subscription and will not be responsible to anyone other than Midas
for providing the protections afforded to clients of Intelli Corporate Finance
Limited or for affording advice in relation to the placing and offer for
subscription and any related matters.
This information is provided by RNS
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