Proposed Issue of C Shares
Midas Income & Growth Trust PLC
13 February 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, SOUTH AFRICA OR JAPAN
13 February 2007
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 New 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 £50 million
(before expenses) through the Placing and Offer. As a result (and based on the
Company's unaudited net assets of approximately £57.6 million as at 8 February
2007) the Company is expected to increase its net assets to at least £77.1
million following the Issue.
• The Company has published, and is posting to 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 Thursday, 8 March 2007 at which resolutions
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.
• In February 2006 the Company raised a further £26.8 million to
satisfy demand from existing and new investors and to double the size of the net
assets of the Company. As at 8 February 2007 the Company's unaudited net assets
were £57.6 million.
• The Company's share price rating improved from a discount to
NAV of 9.3 per cent., as at 16 June 2005 (the date immediately prior to the
announcement of the proposed change of investment policy and manager), to a
premium of 0.5 per cent., as at 23 January 2006 (the latest practicable date
prior to the publication of the prospectus associated with last year's
fundraising). In the 12 months to 8 February 2007 the Company has traded at an
average premium to NAV of 4.4 per cent.
• An interim dividend for the quarter ended 31 January 2007 has
been declared at the rate of 1.45p per existing Ordinary Share. Including this
dividend the Company has declared aggregate dividends of 5.73p per Ordinary
Share for the last four quarters. The Board intends to maintain a progressive
dividend policy. This objective 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 endeavours to 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, alternative assets (such as private equity, commodity
funds and funds of hedge funds) and structured products.
• The Company may borrow up to 20 per cent. of its net assets to
gear the Company's returns when the Board believes it is in Shareholders'
interests to do so. As at 8 February 2007, the Company had borrowings
equivalent to approximately 5.6 per cent. of its net assets.
• The Company has a capital structure consisting of Ordinary
Shares and Warrants. There is approximately one Warrant in issue for every 16
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 NAV per Ordinary Share.
Investment Opportunity
• Building on the attractive returns achieved since taking over
the management of the Company, the Board, advised by 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, including:
- UK equities and sectors, with an emphasis on large
capitalisation issues;
- certain funds and products providing diversified overseas equity
exposure;
- less conventional fixed interest investments, where attractive
returns may be available;
- overseas property; and
- alternative assets including instruments with an element of
capital protection and private equity.
• The Manager aims 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.
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 5 January 2007, Midas Capital Partners
had approximately £850 million of assets under management. Midas Capital
Partners has a strong investment record. The team's pension fund performance
record compared with the UK pension funds measured by the WM Company for the
period to 30 September 2006 puts them in:
• the top 1 per cent. over the last 1, 3 and 5 years; and
• the top 2 per cent. over 10 years.
• Midas Capital Partners' two open-ended retail funds, the Midas
Balanced Income Fund and the Midas Balanced Growth Fund, both of which were
launched in April 2002, are ranked 2nd and 6th in their respective peer groups
over three years to 31 December 2006.
Proposed Issue of C Shares
• Since the time of the last fundraising the Ordinary Shares have
continuously traded at a premium to their net asset value reflecting the
positive rating the market places on the Company's shares and the latent
investor demand. The Board believes that there continues to be greater demand
for Shares from existing and new investors than could be satisfied by the normal
supply of the Ordinary Shares in the market. The Board has, accordingly,
decided to proceed with proposals for a Placing and Offer for Subscription.
• It remains the Directors' belief 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.
• The Company is seeking to raise a minimum of £20 million and a
maximum of £50million through the issue of New C Shares pursuant to the Placing
and Offer.
• The New C Shares will be issued at 100p per Share. No further
Warrants will be issued.
• The New C Shares will not receive the dividend payable to
Ordinary Shareholders in respect of the period to 30 April 2007. C Shareholders
will receive a special dividend in respect of any income received by the pool of
assets attributable to the New C Shares prior to Conversion. On the assumption
that the New C Shares convert into New Ordinary Shares on or around 27 April
2007, holders of both classes of Shares will rank pari passu in respect of the
dividend for the quarter ending 31 July 2007
Benefits of the Issue
• The Board believes that the Issue will result in the following
benefits:
- further increasing the size of the Company, with consequential
benefits, following Conversion, for the liquidity of the Ordinary Shares;
- further reducing the Company's fixed operating costs as a
percentage of Shareholders' funds;
- further reducing the impact of Warrant dilution on the NAV per
Share;
- introducing new investors to the Company; and
- offering existing Shareholders, Warrantholders and Plan
Participants the opportunity to increase their investment in the Company.
• 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;
- which has an active discount protection policy; and
- the ability to buy such number of Shares which might not
otherwise have been readily available through the secondary market.
General
• Full details of the Issue, the risk factors and the terms and
conditions of application under the Offer 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.
Document Viewing Facility
Copies of the above document have been submitted to the UK Listing Authority.
The document will shortly 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
Tel: 020 7676 1000
Expected Timetable
2007
Offer for Subscription opens Tuesday, 13 February
Latest time and date for receipt of placing 3.00 p.m. on Thursday, 22 February
commitments
Latest time and date for receipt of Application 11.00 a.m. on Thursday, 1 March
Forms under the Offer for Subscription
Results of Placing and Offer for Subscription on or around Tuesday, 6 March
announced
Extraordinary General Meeting 10.00 a.m. on Thursday, 8 March
Admission and dealings in New C Shares commence 8.00 a.m. on Friday, 9 March
Settlement of placing proceeds and CREST account by Friday, 9 March
credited in respect of New C Shares issued in
uncertificated form
Certificates despatched in respect of New C Shares week commencing Monday, 19 March
issued in certificated form
Calculation Date for Conversion Ratio as at close of business on Wednesday, 25April
Conversion of the New C Shares into New Ordinary 6.00 p.m. on Friday, 27 April
Shares
CREST accounts credited in respect of New Ordinary on or around Monday, 30 April
Shares
Admission and dealings in New Ordinary Shares on or around Monday, 30 April
commence
Certificates issued in respect of New Ordinary week commencing Tuesday, 8 May
Shares
Enquiries
Sue Inglis/Darren Willis Intelli Corporate Finance Limited, Sponsor 020 7653 6300
Alan Borrows Midas Capital Partners Limited, Manager 0151 906 2461
Mark Purnell Aberdeen Asset Management PLC, Secretary 020 7463 6000
Notes
The New 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 New 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
The company news service from the London Stock Exchange