Review of Company's Future
Taverners Trust PLC
01 July 2005
TAVERNERS TRUST PLC ('TAVERNERS' or the 'Company')
Review of the Company's future
Background
The Board of Taverners Trust PLC (the 'Board') announced on 17 June 2005 that
following discussions with major shareholders it had considered a number of
proposals regarding the Company's future and would be consulting further to
ascertain the extent of support for the proposal from Midas Capital Partners
Limited ('Midas').
It is clear from this further consultation that there is substantial support
amongst shareholders for the proposal from Midas. Accordingly the Board will,
subject to concluding the agreements necessary to effect the Proposals, be
writing to shareholders shortly setting out details of the proposal and related
matters (together the 'Proposals') and recommending they approve the Proposals.
The main features of these Proposals are set out below.
Proposed change to the investment objective and policy
Certain of the Company's major shareholders have indicated that they wish to
realise some or all of their shareholdings at a narrower discount to the
underlying net asset value than the Company's ordinary shares have traded at in
recent months. Given shareholders' views, the Board, having been advised by
Intelli Corporate Finance Limited ('Intelli'), does not believe that this would
be achievable if the Company were to continue with its present investment
objective, notwithstanding the out performance by the Company against its
benchmark over 1 year and 5 years.
The Board is therefore proposing a change in investment objective and policy to
one which they consider will both have a broader appeal and which will help
achieve the aims of the majority of shareholders. The proposed new investment
objective is to achieve an absolute return with low volatility. This would be
achieved through a policy of investing in a multi asset portfolio with the aim
of generating both capital and income returns, the target gross dividend yield
for a full year being approximately 4.25 per cent (on the basis of the current
net asset value per share). It is emphasised that this statement of target
gross dividend yield is not a profit forecast.
Proposed change of investment manager
Aberdeen Asset Managers Limited ('AAM') which has been working with the Board to
achieve the aims of shareholders has agreed, subject to shareholders approving
the Proposals, to dispose of the investment management contract to Midas who
would assume responsibility for managing the Company's assets. Midas 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 £3 billion Merseyside
Pension Fund from 1995 to 2002. Simon Edwards, chief executive, and Alan
Borrows, chief investment director, are rated AAA and AA respectively by
Citywire. The investment team has in aggregate 62 years of investment
experience. Midas currently has approximately £250 million under management,
which includes approximately £115 million in two open ended funds, the Midas
Balanced Growth Fund and the Midas Balanced Income Fund.
Midas has a strong investment performance record. The team's pension fund
performance record, based on combining their periods managing the Merseyside
Pension Fund and managing pension fund portfolios at Midas, puts them in the top
2 per cent. of UK pension funds over the last 1, 2, 3, 5 and 10 years for the
period to end March 2005*. The Midas Balanced Income Fund (which was started in
April 2002) is ranked number 2 over 3 years, and the Midas Balanced Growth Fund
(which was also started in April 2002) is ranked number 3 over 3 years.** The
proposed investment objective for Taverners is a blend of that currently
employed by the Midas Balanced Income Fund and the Midas Balanced Growth Fund.
Alan Borrows would be the fund manager and would be supported by Simon Edwards.
* The WM Company
** TrustNet, 3 years to 31 May 2005, IMA Cautious Managed Sector and IMA
Balanced Managed Sector, respectively
Subject to shareholders approving the change in investment objective AAM has
agreed to dispose of the investment management contract to Midas. This contract
will then be cancelled and Midas will enter into a new management agreement with
the Company, the provisions of which will include a reduction in the annual
management fee from 1.2 per cent. of gross assets to 1.0 per cent. of net assets
from February 2006 and the introduction of a performance fee at 10 per cent. of
the out performance above a total return of 8 per cent. per annum also from
February 2006. The term of the new investment management agreement will be for
an initial period of two years reducing to a rolling one year contract after the
first twelve months.
Midas would assume responsibility for the management of the Company's portfolio
immediately following shareholder approval and would work with the Company's
existing manager to realign the portfolio in an orderly way. This will allow
Midas to maximise the value from the existing portfolio.
Dividend policy
It is the Board's intention that the current dividend policy be maintained prior
to seeking shareholder support for the Proposals and, assuming shareholders
approve the Proposals, during the period up to the Company's half year end at
the end of October 2005. If the Proposals are implemented then the Company
would have a target gross dividend yield of 4.25 per cent. per annum (on the
basis of the current net asset value per share). It is intended that the new
dividend policy will be adopted starting from the Company's half year end on 31
October, so that the first quarterly dividend will be paid in respect of the
period ending 31 January 2006. It is emphasised that the statement of the
target gross dividend yield is not a profit forecast.
Discount management policy and buyback authority
The Board is confident that, with the changed investment objective and the new
investment manager, the Company should be capable of producing attractive
returns. The Board also believes that the proposed investment objective should
prove attractive to new investors and provide the prospect of a sustained
improvement in the rating of the Company's shares. In order to improve and
sustain the rating in the Company's shares, the Board intends to apply an active
discount management policy, buying back shares if the market price is at a
discount greater than 5.0 per cent. to net asset value. This policy will come
into effect at the end of the portfolio transition period. However, the making
and timing of any share buyback will be at the absolute discretion of the Board.
The Company is currently authorised to buy back up to 14.99 per cent. of its
issued share capital. The Board will be renewing this authority at this year's
Annual General Meeting and, in the event that this authority is fully used, will
seek further approval to renew the authority.
Change of name
As part of the Proposals, it is also intended to change the Company's name to
Midas Income & Growth Trust PLC which will more closely reflect its new
objective.
Board composition
If the Proposals are approved it is intended that the composition of the Board
be adjusted to ensure that it has the skills and experience relevant for the
oversight of the proposed new investment objective. This will be balanced with
the need for continuity on the Board.
Extraordinary General Meeting to approve the Proposals
A circular setting out the Proposals and convening an Extraordinary General
Meeting to approve them will be sent to shareholders shortly. Warrantholders
will also be sent a copy of the circular for information purposes only.
Warrantholders will not be required to vote at either the EGM or at any class
meeting as their rights and terms, as set out in the warrant deed, are not being
altered or amended.
Enquiries:
Robert Hoskin 020 7463 6000
Company Secretary
Richard Ramsay 020 7653 6300
Intelli Corporate Finance Limited
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