TIDMUKT
RNS Number : 6156G
Threadneedle UK Select Trust Ltd
30 May 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH
AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA
Threadneedle UK Select Trust Limited (the "Company" or
"UKT")
Publication of Circular including Notice of Extraordinary
General Meeting
30 May 2017
Further to its announcement of 17 March 2017, the Board of
Threadneedle UK Select Trust Limited announces that it has today
published a circular (the "Circular"), including a Notice of
Extraordinary General Meeting, setting out further details of the
recommended proposals for the reconstruction and voluntary winding
up of the Company under the laws of the island of Guernsey (the
"Scheme") and convening an extraordinary general meeting of the
Company (the "EGM") scheduled to be convened on 28 June 2017 at
which Shareholders will be asked to approve the Proposals.
The Proposals, which are unanimously recommended by the Board,
comprise a voluntary winding up and a scheme of reconstruction of
the Company pursuant to which UKT Shareholders will have the
opportunity to rollover all or part of their investment in the
Company into Henderson High Income Trust plc ("HHIT").
Under the Scheme, eligible UKT Shareholders will be entitled, in
respect of their shareholdings, to elect to receive:
-- New HHIT Ordinary Shares for nil premium to the HHIT FAV (the
"Rollover Option"); and/or
-- cash (the "Cash Option").
UKT Shareholders can make different elections in respect of
different parts of their holdings. There will be no restriction on
UKT Shareholders' ability to elect for the Cash Option. UKT
Shareholders who fail to make an election will be deemed to have
elected for the Rollover Option. Overseas Holders (i.e.
Shareholders who have a registered address outside or who are
resident in, or citizens, residents or nationals of, jurisdictions
outside the United Kingdom, the Channel Islands and the Isle of
Man) will receive cash in respect of their shareholdings.
The Scheme is subject to, amongst other conditions, approval by
the shareholders of both companies.
Background to and reasons for the Scheme
With a continuation vote due at the 2017 annual general meeting,
the Board decided to conduct an extensive review of the options
available as regards the future of the Company. In particular, the
Board reviewed the options available to grow the Company to a
credible and sustainable size and to reduce the discount at which
the Company's shares have traded. For the 12 months immediately
preceding announcement of the Proposals, the Company's shares
traded at an average discount of 13.0 per cent. and, for the three
years immediately preceding, at an average discount of 8.7 per
cent. In particular, as part of this review, the Board considered
whether any steps could be taken to resolve the discount at which
the Company's shares trade without adversely affecting the
viability of the Company given its relatively small size.
As a consequence of the review, the Board concluded that it was
not in the interests of Shareholders for the Company to continue in
existence as a listed company given its modest market
capitalisation, relatively high ongoing charges ratio and the lack
of liquidity in the Company's shares.
Having reached the above conclusion, the Board then considered
if an orderly wind down of the Company was most appropriate or
whether it was preferable to seek the alternative of rolling over
into a larger, more liquid closed ended company thus offering
Shareholders a choice. After considering a number of potential
rollover candidates and following a beauty parade process with a
shortlist of suitable candidates, the Board concluded that HHIT
offered a solution which would be attractive to Shareholders and an
alternative to electing to receive cash.
Benefits of the Proposals
The Board considers that the Proposals should have the following
benefits for Shareholders.
-- HHIT has a market capitalisation in excess of GBP215 million,
thereby offering considerably greater liquidity than exists in the
Company's Shares.
-- They provide Shareholders with a cost effective opportunity
to invest in a company with a strong long-term performance track
record, an attractive dividend yield and shares that consistently
trade at a premium to net asset value. Over the past 12 months,
HHIT has issued 675,000 new shares at an average premium to NAV of
3.3 per cent. Under the Proposals, Shareholders will have the
opportunity to acquire New HHIT Ordinary Shares at nil premium to
the HHIT FAV by virtue of the Henderson cost contribution set out
below.
-- They offer Shareholders access to a leading, highly
experienced investment trust manager, with specialist capabilities
in relation to UK equity income and a dedicated 18-strong
investment trust team.
-- HHIT has a significantly lower ongoing charges ratio than the
Company due to its increased scale.
-- The cash exit will be available to all Shareholders at close
to net asset value compared to the average discount of
approximately 11 per cent. over the past 12 months.
-- They offer Shareholders the opportunity to roll over their
investments in a tax ef cient manner (without incurring an
immediate liability to UK capital gains tax) into HHIT Ordinary
Shares.
The Scheme
The number of New HHIT Ordinary Shares to be issued to UKT
Shareholders under the Scheme will be based on the adjusted net
asset value of an ordinary share in HHIT (the "HHIT FAV per Share")
and the adjusted net asset value of an ordinary share in UKT (the
"UKT FAV per Share"). The HHIT FAV per Share and the UKT FAV per
Share will be calculated as at 26 June 2017 (the "Calculation
Date") using each Company's respective accounting policies. The
investments held by the Companies which are listed, quoted or
traded on a recognised stock exchange will be valued by reference
to the bid price on the principal stock exchange where the relevant
investment is listed, quoted or traded. Unquoted investments held
by the Companies will be valued at their fair value as at the
Calculation Date as determined by the respective board of the
companies.
The HHIT FAV per Share will be the net asset value of an
ordinary share in HHIT adjusted to exclude any dividends announced
but that will not have been paid prior to the Effective Date and to
exclude any costs incurred in connection with the Proposals. UKT
shareholders will not qualify for any HHIT dividends announced
prior to the Scheme becoming effective, in particular the second
quarterly dividend announced on 9 May 2017.
The UKT FAV per Share will be the net asset value of an ordinary
share in UKT adjusted to take account of the costs and expenses of
the Scheme (including any costs contribution from Henderson as set
out below) and a liquidator's retention.
For the avoidance of doubt, UKT shareholders who elect (or who
are deemed to elect) for the Rollover Option will therefore receive
New HHIT Ordinary Shares based on the ratio of the respective
adjusted NAVs rather than the respective share prices.
Costs and expenses of the Scheme
Under the Proposals, the Company will bear all of its own and
costs in relation to the Proposals, net of any contribution from
Henderson as set out below.
Henderson Investment Funds Limited ("Henderson") has agreed to
make a contribution to the costs of HHIT participating in the
Scheme, equating to a sum that is equivalent to 18 months base
management fee of the total assets that rollover from UKT into
HHIT. The financial value of this amount will first be credited
against the proportion of the costs incurred by HHIT in respect of
the Proposals represented by the new HHIT Ordinary Shares issued to
UKT Shareholders and the balance (if any) will be paid to UKT.
Henderson has further agreed to underwrite all such costs to the
extent not covered by the 18 months base management fee equivalent
contribution described above.
It is estimated that the costs of the Scheme (excluding the
liquidator's retention and any portfolio disposal costs), which
will be borne by all UKT shareholders, will be approximately
GBP310,000.
Conditions to implementation of the Scheme
The Scheme is conditional on:
-- the passing of both Resolutions to be proposed at the
EGM;
-- the passing of the HHIT Resolution;
-- the Admission Condition being satisfied; and
-- the Directors not having resolved to abandon the Scheme.
Expected Scheme timetable
2017
Latest time and date for receipt 11.00 a.m. on
of Forms of Proxy 26 June
Latest time and date for receipt 1.00 p.m. on
of Forms of Election or TTE instructions 26 June
from Shareholders
Record Date for the Scheme 6.00 p.m. on
26 June
Calculation Date Close of business
on 26 June
Ordinary Shares disabled in CREST 27 June
EGM 11.00 a.m. on
28 June
Effective Date for implementation 28 June
of the Proposals and commencement
of the voluntary winding up of
the Company
Admission to listing of the New 8.00 a.m. on
HHIT Ordinary Shares to be issued 29 June
pursuant to the Scheme
New HHIT Ordinary Shares issued 29 June
in uncerti cated form credited
to CREST accounts of Shareholders
under the Scheme
CREST payments made in respect 29 June
of cash entitlements of Shareholders
under the Scheme
Cheques despatched to Shareholders w/c 10 July
in respect of cash entitlements
under the Scheme
De nitive certi cates in respect w/c 10 July
of New HHIT Ordinary Shares issued
in certi cated form pursuant
to the Scheme despatched to Shareholders
entitled thereto
Notes:
(1) The above times and/or dates may be subject
to change and, in the event of such change,
the revised times and/or dates will be notified
to Shareholders by an announcement through a
Regulatory Information Service.
(2) All references to times in this
document are to London times.
EGM
The implementation of the Proposals will require an
extraordinary general meeting of the Company. The notice convening
the EGM (to be held at 11.00 a.m. on 28 June 2017) is set out in
the Circular. The EGM will be held at Ground Floor, Dorey Court,
Admiral Park, St Peter Port, Guernsey GY1 2HT.
Definitions
Defined terms used in this announcement have the meanings given
in the Circular unless the context otherwise requires.
This announcement does not contain all the information which is
contained in the Circular and Shareholders should read the Circular
to make an informed election under the Proposals.
A copy of the Circular and the HHIT Prospectus published in
connection with the Proposals will shortly be available for
inspection at the National Storage Mechanism which is located at
http://www.morningstar.co.uk/uk/nsm.do. The documentation will also
shortly be available in electronic format on the Company's website
at
http://www.columbiathreadneedle.co.uk/funds/investment-trusts/threadneedle-uk-select-trust-limited/.
General Enquiries:
David Warr
Tel: + 44 (0) 7911 751 054
Dickson Minto W.S.
Douglas Armstrong
Tel: + (0) 20 7649 6823
Administrative Enquiries
JTC Fund Solutions (Guernsey) Limited
Secretary
Tel: + 44 (0) 1481 702400
Notes
This announcement is for information purposes only and does not
purport to be full or complete and any decision regarding the
Proposals should be made only on the basis of the Circular and the
HHIT Prospectus.
This announcement does not constitute or form part of any offer
to issue or sell, or any solicitation of any offer to subscribe or
purchase, any investment in any jurisdiction, nor shall it (or the
fact of its distribution) form the basis of, or be relied on in
connection with, any contract therefor.
The issue and the distribution of this announcement, the
Circular and/or the HHIT Prospectus in certain jurisdictions may be
restricted by law and persons into whose possession any document or
other information referred to this announcement, the Circular
and/or the HHIT Prospectus comes should inform themselves about and
observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGWGUAPAUPMGQU
(END) Dow Jones Newswires
May 30, 2017 12:30 ET (16:30 GMT)
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