Publication of Prospectus

RNS Number : 8238G

Troy Income & Growth Trust Plc

03 July 2012

 



To:                    RNS

From:                Troy Income & Growth Trust plc

Date:                3 July 2012

PUBLICATION OF PROSPECTUS

The Boards of Troy Income & Growth Trust plc (the "Company") and Grampian Investment Trust plc ("Grampian") 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 Grampian (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 20 million new ordinary shares (the "New Shares") in connection with the Proposals.   

The Grampian Scheme

If the Proposals are implemented, Grampian Shareholders will receive New Shares in respect of their investment in Grampian in return for the transfer of assets from Grampian to the Company. Under the Proposals, the Company will acquire all of the assets of Grampian after provision has been made by Grampian for all its liabilities, including the costs incurred by Grampian in relation to the Scheme and a retention in respect of unknown liabilities (which is expected to be £30,000).

The New Shares will rank equally with the existing Ordinary Shares save that they will not qualify for the Interim Dividend of 0.5p in respect of the quarter ended 30 June 2012.

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. Grampian's investment policy is substantially the same as that of the Company. Moreover, in advance of the Proposals, Grampian's investment portfolio has been substantially realigned with that of the Company. Therefore, the securities which would be transferred to the Company on the implementation of the Proposals would be securities which accord with the Company's investment policy and are consistent with the Company's existing investment portfolio.

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 a further quarterly dividend of 0.525p 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 £132,000 (including irrecoverable VAT but excluding stamp duty and/or stamp duty reserve tax which is payable on those of Grampian's assets which are to be transferred to the Company pursuant to the Grampian Scheme). If the Grampian Scheme becomes unconditional, Grampian will contribute £170,000 to the Company to meet such costs and will also bear the stamp duty or stamp duty reserve tax payable on the transfer of the assets constituting the Rollover Pool from Grampian to the Company (calculated for these purposes by reference to the values of the relevant assets as at the Calculation Date). If the Grampian Scheme does not become effective, the Company will incur abort costs estimated at approximately £115,000 (including irrecoverable VAT). Troy Asset Management Limited has agreed to bear any abort costs incurred by the Company if the Grampian Scheme does not become effective.  Grampian 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 Grampian Scheme at the general meetings of Grampian Shareholders and the Grampian Scheme becoming unconditional;

§  the satisfaction of the Admission Condition; and

§  neither the Directors nor the Grampian 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 31 August 2012, no part of the Proposals will become effective and no New Shares will be issued.

Admission and Dealings

Applications have been 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 Grampian Scheme becomes effective, it is expected that the New Shares will be issued on 3 August 2012, credited as fully paid, conditional upon admission to the Official List on 6 August 2012, and that the first day of dealings in such shares on the main market of the London Stock Exchange will be 6 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 3 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]

 

END

 

 

PDILLFSVDSIVIIF