RNS Number:3632S
Derby Trust PLC
21 November 2003
Derby Trust p.l.c.
The Board of Derby Trust p.l.c. (the "Company") announces that it has today
posted a circular to shareholders convening extraordinary general meetings to be
held on 15 December 2003 and 30 December 2003 to consider proposals for the
reconstruction of the Company.
Under the Proposals, Income Shareholders and Capital Shareholders will be able
to elect for one or more of the following Option(s):
* Fidelity Special Values (an investment trust)
* Fidelity Special Situations (a sub-fund of a UK open-ended investment
company)
* Fidelity Income Plus (a sub-fund of a UK open-ended investment company)
* Fidelity MoneyBuilder Income (a sub-fund of a UK open-ended investment
company)
* Fidelity WealthBuilder (a unit trust)
* Fidelity Cash Fund (a unit trust)
or to elect to receive cash immediately.
Shareholders may elect for a mixture of the Rollover Funds and/or immediate
cash, as suits Shareholders' personal investment requirements. Subject to the
Resolutions being passed, the Company will be wound up on 30 December 2003 by
means of a members' voluntary liquidation and the assets of the Company will
subsequently be transferred to the Rollover Funds, in proportion to the
elections made (or deemed to be made) by Shareholders, or distributed to those
Shareholders who elected (or were deemed to have elected) to receive the Cash
Option.
The Board, which has been advised by Cazenove, consider the Proposals to be in
the best interests of Shareholders as a whole and recommends shareholders to
vote in favour of the Proposals at the forthcoming extraordinary general
meetings. In providing its advice, Cazenove has placed reliance on the
Directors' commercial assessment of the Proposals.
Enquiries:
Christopher Smith 020 7588 2828
Cazenove & Co. Ltd
Background to and reasons for the Proposals
Under the Articles of Association, the Directors are obliged to convene an
Extraordinary General Meeting no later than 31 December 2003, at which a
resolution to place the Company into voluntary liquidation must be proposed,
unless on or before that date the Directors have been released from their
obligation to do so by a special resolution of the Company. Liquidation in this
manner would result in all Shareholders receiving cash for their investment and,
depending on their individual circumstances, incurring a liability to Capital
Gains Tax.
The Directors believe that many Shareholders wish to continue their investment
through a successor vehicle rather than simply to receive cash in a liquidation.
The Proposals have been designed to provide Shareholders with a choice of
continuing or realising their investment. If Shareholders fail to approve the
Resolutions at the First EGM, the Proposals will not be implemented but the
Directors will, at the Second EGM, continue to propose the winding-up of the
Company and related Resolutions. The Articles of Association contain provisions
which will result in the Company being put into voluntary liquidation at that
meeting in any event, but without the benefit of the Options being available to
Shareholders.
The Proposals
The Proposals require:
* Income Shareholders (i) to vote in favour of the Extraordinary Resolution
to be proposed at the Class Meeting of holders of Income Shares sanctioning
the passing of the Resolutions at the First and Second EGMs, and (ii) to
vote in favour of the Proposals at the First and Second EGMs;
* Capital Shareholders (i) to vote in favour of the Extraordinary Resolution
to be proposed at the Class Meeting of Capital Shareholders sanctioning the
passing of the Resolutions at the First and Second EGMs, and (ii) to vote in
favour of the Proposals at the First and Second EGMs; and
* Shareholders to elect for whichever Option(s) they wish to take.
Shareholders may elect for a mixture of Options, including the Cash Option, as
suits each Shareholder's personal investment requirements.
After setting aside in the Liquidation Fund sufficient assets to meet its
liabilities (which include the costs of the Proposals and the Retention to be
made by the Liquidators), the Liquidators will transfer the remaining assets of
the Company to the Rollover Funds, other than those assets set aside by the
Liquidators to satisfy payments to Shareholders who have elected (or who have
been deemed to have elected) for the Cash Option, in proportion to the elections
made (or deemed to be made) by Shareholders. These transfers will be in
consideration for the issue of Securities by the Rollover Funds to the relevant
Shareholders. Fidelity has agreed to waive the initial charge and minimum
investment amount in relation to those Shareholders who wish to reinvest in the
Rollover Funds under the Proposals. Shareholders who wish to realise their
investment in the Company for cash can do so under the Cash Option or the
Deferred Cash Option (being Fidelity Cash Fund).
Shareholders who elect (or who are deemed to have elected) for the Cash Option
will receive an amount in each case equal to their entitlement on the
liquidation of the Company. Cheques in respect of the amounts due to such
Shareholders are expected to be despatched on, or as soon as practicable after,
2 January 2004. Shareholders whose cash entitlements exceed #1,000,000 are
entitled to receive their payments by CHAPS, and should contact the receiving
agent, Capita IRG Plc, with their account details should they wish to receive
their payment in this manner. Shareholders wishing to receive their cash
entitlement by CHAPS may incur additional transactional costs and other bank
charges. Shareholders who elect for the Deferred Cash Option will receive
Fidelity Cash Fund Units.
Special considerations regarding Fidelity Special Values
Under the Proposals, Fidelity Special Values Shares will be issued at a premium
of 3.25 per cent. to the prevailing fully diluted net asset value (as determined
by the board of Fidelity Special Values) on the Transfer Date to those
Shareholders who elect to receive Fidelity Special Values Shares as their
Option, irrespective of whether Fidelity Special Values Shares are trading at a
premium or at a discount at that time.
The board of Fidelity Special Values has limited the number of Fidelity Special
Values Shares that can be issued under the Proposals to an amount equal to 10
per cent. of the issued share capital of Fidelity Special Values on the Transfer
Date. In the event that elections under the Proposals for Fidelity Special
Values are such that the number of Fidelity Special Values Shares to be issued
to Shareholders exceeds, in aggregate, 10 per cent. of the issued share capital
of Fidelity Special Values on the Transfer Date, such elections will be scaled
back pro rata and elections representing the excess over the 10 per cent. limit
will be deemed to be elections to receive Fidelity Special Situations Shares.
Shareholders should note that Fidelity Special Situations is a sub-fund of
Fidelity Investment Funds, an umbrella investment company with variable capital,
whereas Fidelity Special Values is an investment trust.
Shareholders should note that if Fidelity Special Values Shares cannot be issued
for any reason whatsoever, then Shareholders' elections for Fidelity Special
Values Shares will instead be deemed to be elections for Fidelity Special
Situations Shares.
Benefits of the Proposals
The Directors believe that the Proposals have the following benefits for
Shareholders:
* they enable Shareholders to retain market exposure and to continue to
receive investment returns without incurring an immediate liability to
Capital Gains Tax;
* they enable Shareholders to avoid dealing and other costs associated with
a share purchase in the secondary market; and
* they provide Shareholders with a greater choice than if the Company was
simply wound up, since the Proposals enable Shareholders to continue their
investment exposure through the securities of the Rollover Funds as well as,
or in addition to, receiving cash.
The choice between the various Options available under the Proposals will be a
matter for each Shareholder to decide and will be influenced by their personal,
financial and tax circumstances and their investment objectives.
Entitlements under the Proposals
Income Shareholders
Income Shareholders may elect to receive any of the Securities. The number of
Securities to which each Income Shareholder will be entitled will be calculated
by dividing the aggregate value attributable to the Income Shares in respect of
which they have made or are deemed to have made elections for the relevant
Option(s) by the relevant Rollover Price. The aggregate value of the Income
Shares to be used for the purposes of calculating the number of Securities to
which each Income Shareholder will be entitled on the Transfer Date will be
derived from the Terminal Asset Value of an Income Share, which for these
purposes will be 25p. Alternatively, Income Shareholders may elect for the Cash
Option or the Deferred Cash Option (being Fidelity Cash Fund) as described
below, in respect of some or all of their holding and on the basis of their
Terminal Asset Value of 25p per Share.
Revenue profits earned by the Company for the period to 26 November 2003 will be
paid as a second interim dividend on 29 December 2003 to Income Shareholders on
the register of members as at 19 December 2003. The Company will not earn any
significant revenue from equity investments after 26 November 2003.
In addition, the revenue profits of the Company earned from 27 November 2003 to
the Effective Date which are available for distribution will form part of the
liquidation entitlement of Income Shareholders and will be paid out by the
Liquidators as a liquidation distribution. Income Shareholders should note that
this liquidation distribution is unlikely to be made before April 2004.
Capital Shareholders
Capital Shareholders may elect to receive any of the Securities. The number of
Securities to which each Capital Shareholder will be entitled will be calculated
by dividing the aggregate value attributable to the Capital Shares in respect of
which they have made or are deemed to have made elections for such Options by
the relevant Rollover Price.
The aggregate value of the Capital Shares to be used for the purposes of
calculating the number of Securities to which each Capital Shareholder will be
entitled on the Transfer Date will be derived from the Terminal Asset Value of
the Capital Shares, which will be calculated as at the Calculation Date by
deducting from the assets of the Company the entitlements of the Income
Shareholders, the expenses of the Proposals and the amount of the Liquidation
Fund (excluding the entitlements of Shareholders electing (or being deemed to
have elected) for the Cash Option and the entitlements of Restricted Persons).
Whilst the exact amount payable to Capital Shareholders cannot be calculated
until the Calculation Date, if the Company had been wound up on 19 November
2003, the Directors estimate that the Terminal Asset Value would have been
#6.833 per Share. It should be noted that these figures are given for
illustrative purposes only and should not be regarded as a forecast.
Alternatively, Capital Shareholders may elect for the Cash Option or the
Deferred Cash Option (being Fidelity Cash Fund) as described below, in respect
of some or all of their holding and on the basis of the Terminal Asset Value of
their Shares.
Illustrative example
For illustrative purposes, if the Scheme had become effective at close of
business on 19 November 2003 and based on the assumptions stated below, the
following table shows the attributable value to Shareholders electing for the
various Options in respect of a single Income Share and Capital Share
respectively:
Attributable % NAV Attributable market % current market
terminal NAV value (#) value
(#)
Income Share
FSV Option 0.242 96.85% 0.253 -
Fidelity Funds/Cash 0.250 100.00% 0.250 -
Capital Share
FSV Option 6.618 96.19% 6.902 103.63%
Fidelity Funds/Cash 6.833 99.32% 6.833 102.60%
Assumptions:
(i) The net assets of the Company amount to #108,540,516; the costs of the
Proposals amount to approximately #770,000 (including the Liquidators' Retention
of #100,000); the Income Shareholders' entitlement amounts, in aggregate, to
#2,952,495; the net asset value of a Capital Share is #6.883 and the market
price of a Capital Share is #6.66.
(ii) There are 15,339,514 Capital Shares in issue and 11,809,980 Income Shares
in issue.
(iii) Fidelity Special Values Shares have a net asset value of #2.9821 per share
and are issued under the Proposals to Shareholders at #3.0790 per share (being a
premium of 3.25% to the fully diluted net asset value of a Fidelity Special
Values Share); the market price of a Fidelity Special Values Share is #3.11 per
share.
(iv) All current year revenue of the Company is ignored.
Transfer of assets from the Company to the Rollover Funds
It is expected that investments comprised in the Company's portfolio will be
realised in the period following the First EGM and that such proceeds will be
used principally to purchase gilts and other near cash instruments, although the
Manager may retain a holding of cash. The resulting portfolio of cash, gilts and
near cash instruments will be transferred by the Liquidators following the
passing of the resolutions at the Second EGM to the Liquidation Fund and the
Rollover Funds in proportions reflecting elections (and deemed elections) made
by Shareholders prior to this transfer.
The portfolio of cash, gilts and near cash instruments will be valued on 29
December 2003 (being the Calculation Date) for the purposes of determining the
proportions of assets to be transferred to each of the Rollover Funds. These
assets will then be valued by Fidelity on a net realisable basis prior to the
issue of Securities by the Rollover Funds. Accordingly, the assets to be
transferred to the Rollover Funds will be exposed to movements in the market
value of the gilts and near cash instruments held by the Company during the
period 29 December 2003 to 2 January 2004 (5 January 2004 in the case of
Fidelity Special Values) and, consequently, the number of Securities to be
issued by the Rollover Funds will be determined by reference to the actual value
of the cash, gilts and near cash instruments received by those Rollover Funds on
2 January 2004 (5 January 2004 in the case of Fidelity Special Values). If the
value of the portfolio of gilts and near cash instruments was to fall between 29
December 2003 and 2 January 2004 (5 January 2004 in the case of Fidelity Special
Values), Shareholders would receive fewer Securities than they would have
received if the value had not fallen (and vice versa).
General
Fractions of Fidelity Special Values Shares will not be issued and fractional
entitlements will be rounded down. Any monetary amounts in respect of such
fractional entitlements will be paid by the Liquidators to Fidelity Special
Values without further Fidelity Special Values Shares being issued. Fractions of
Securities in the Rollover Funds other than Fidelity Special Values will be
issued to two decimal places (i.e. hundredths) and thereafter rounded down (with
any shares in respect of such fractional entitlements being sold by the
Liquidators and the proceeds retained within the Liquidation Fund).
Cash payments out of the Liquidation Fund
Any balance in the Liquidation Fund, after the settlement of all creditors and
the payment of cash under the Cash Option and to Restricted Persons, will be
distributed by the Liquidators in cash under the terms of the Scheme to Capital
Shareholders on the Register on the Effective Date pro rata to their respective
holdings, provided that no amount of less than #3 shall be paid to any Capital
Shareholder and all such amounts shall instead be paid by the Liquidators to the
Charities Aid Foundation and provided further that all revenue profits of the
Company earned after 26 November 2003 to the date of liquidation shall instead
be paid to the holders of Income Shares.
Summary of Options
Under the Proposals, Shareholders have the choice of rolling their investment in
the Company over into Securities and/or realising their investment for cash
under the Cash Option.
The Securities take one of three forms:
* Fidelity Special Values Shares are shares in an investment trust.
* Fidelity Special Situations Shares, Fidelity Income Plus Shares and
Fidelity MoneyBuilder Income Shares are the shares of sub-funds within an "
umbrella" UK open-ended investment company with variable capital.
* Fidelity WealthBuilder Units and Fidelity Cash Fund Units are units in two
separate unit trusts.
Investment Trust - Fidelity Special Values
Introduction
Fidelity Special Values is an existing UK investment trust. The objective of
Fidelity Special Values is to achieve long-term capital growth from an actively
managed portfolio of "special situation" investments, consisting primarily of
securities listed or traded on the London Stock Exchange. Fidelity Special
Values is managed by Fidelity Investments International. Fidelity Special Values
Shares are listed on the London Stock Exchange and are eligible to be held in
both PEPs and ISAs.
As at 19 November 2003, Fidelity Special Values had an issued share capital of
45,787,499 ordinary shares and 3,309,360 warrants which are convertible into one
ordinary share each, on payment of 100p per warrant on 1 January 2004. As at
noon on 19 November 2003, Fidelity Special Values' unaudited shareholders' funds
were #142,101,160 equivalent to 296.19 pence per ordinary share on a fully
diluted basis. The warrants expire on 1 January 2004.
Investment policy
Fidelity Special Values is managed with the aim of achieving long-term capital
growth by investing in an actively managed portfolio which consists
predominantly of securities of UK listed companies. Fidelity Special Values
concentrates on the selection of shares in individual companies, which fall
within the Manager's definition of "special situations" (as described in the
section headed "Special situations" below).
Sector weightings are mainly the result of stock selection and normally vary
from the benchmark FTSE All Share Index. Bottom-up research is done by
Fidelity's team of equity analysts in Europe, organised on a pan-European sector
basis. Fidelity Special Values' portfolio has a bias towards medium-sized and
smaller companies.
Fidelity believes that it is easier to identify value among smaller companies,
which are often under-researched by the wider investment community.
Fidelity Special Values invests mainly in shares but may also invest in
equity-related instruments (such as convertible bonds or warrants) and in debt
instruments. Fidelity Special Values may invest up to 5 per cent. of its assets
in unquoted securities, but it is unlikely that the Manager will make such
investments except where it is expected that the securities will shortly be
listed. Fidelity Special Values will not invest in other investment companies
which invest more than 15 per cent. of their gross assets in other UK listed
investment companies including investment trusts.
Special situations
The Fidelity portfolio manager for Fidelity Special Values is a "value" investor
who is willing to take a contrarian approach, often preferring to go against the
main trend. The portfolio manager looks for "special situations" - misvalued
companies that have fallen out of favour with investors. Although the following
is not an exclusive list, the stocks he picks fall under one or more of the
following five "key areas of interest":
* Industry anomalies -One of two different situations: either a stock in one
market that is cheap against similar stocks in the same industry in other
markets, or industries that are developing at different speeds in different
markets. It is possible to use the experience from more mature markets to
make predictions about the developments in less mature markets.
* Turnarounds or recovery situations - These are companies that historically
have performed poorly where there are early signs of improvement. They often
involve a restructuring or sale.
* Unrecognised growth - Growth companies selling on relatively low
valuations in the stock market because their growth characteristics have not
yet been recognised. They may be unusual or complex, not widely followed, or
the growth division is hidden in a more widely based business.
* Attractive assets - Companies are sought which sell at a large discount to
their underlying assets. These could be listed investments, property or
other easily realisable assets.
* Corporate potential -Companies that have an average chance of being taken
over in the medium term, where this factor is not reflected in the valuation
of the shares.
Generally, the Fidelity portfolio manager tends to find most of his ideas
outside the market leaders, and among the medium-sized and smaller companies,
because most misvalued or misunderstood companies tend to be those that are
least researched by the investment community. The relative size of the holdings
in the portfolio is dictated by the level of conviction that the portfolio
manager has in the company.
Gearing
Fidelity Special Values has borrowed a total of #25 million under existing
facilities. The board of directors keeps the level of borrowings under review
and will seek to increase and/or to decrease borrowings when it considers this
is likely, taking into account, amongst other matters, the terms on which
borrowings are available or can be repaid, to benefit Fidelity Special Values
and Fidelity Special Values' shareholders.
Fidelity Special Values has the power to borrow up to a sum equal to adjusted
capital and reserves (as defined in the Articles of Association of Fidelity
Special Values) but the board of directors of Fidelity Special Values has
resolved not to borrow if as a result the aggregate of all borrowings would
exceed 25 per cent. of the net assets of Fidelity Special Values. The board of
directors of Fidelity Special Values expects to make further borrowings to take
advantage of market opportunities.
Dividends
A relatively low dividend yield is expected to be received from the portfolio of
Fidelity Special Values and it is therefore unlikely that any amount available
for dividend will be significant. However, in order to qualify as an investment
trust, Fidelity Special Values may not retain in any accounting period more than
15 per cent. of the income it derives from shares or securities.
Performance
The performance record of Fidelity Special Values for the period ending on 19
November 2003 is shown in the following table:
6 months 1 year 3 years 5 years
Fidelity Special Values' share price total return 26% 35.2% 36.1% 168.9%
FTSE All Share Index total return 13.35% 12.71% -24.1% -4.49%
Source: Datastream
Shareholders should be aware that past performance is not necessarily indicative
of likely future performance and that the price and/or net asset value of the
Fidelity Special Values Shares and the income derived from such shares may go
down as well as up and Shareholders may get back less than the amount originally
invested in such shares under the Proposals.
Fidelity Investments International
Fidelity Special Values is managed by Fidelity Investments International
(regulated by the Financial Services Authority) under a contract terminable by
one year's notice. Fidelity Investments International is part of the Fidelity
organisation, which, as at 30 September 2003, had total assets under management
exceeding $1,034 billion.
Special considerations regarding Fidelity Special Values
Under the Proposals, Fidelity Special Values Shares will be issued (subject to
the requisite consent being given by the holders of Fidelity Special Values
Shares at the extraordinary general meeting of Fidelity Special Values due to be
convened on 11 December 2003) at a premium of 3.25 per cent. to the prevailing
fully diluted net asset value (as determined by the board of Fidelity Special
Values) on the Transfer Date (expected to be 5 January 2004) to those
Shareholders who elect to receive Fidelity Special Values Shares as their
Option.
The board of Fidelity Special Values has limited the number of Fidelity Special
Values Shares that can be issued under the Proposals to an amount equal to 10
per cent. of the issued share capital of Fidelity Special Values on the Transfer
Date. In the event that elections under the Proposals for Fidelity Special
Values are such that the number of Fidelity Special Values Shares to be issued
to Shareholders exceeds, in aggregate, 10 per cent. of the issued share capital
of Fidelity Special Values on the Transfer Date, such elections will be scaled
back pro rata and elections representing the excess over the 10 per cent. limit
will be deemed to be elections to receive Fidelity Special Situations Shares.
The value attributable to such excess elections will be calculated on 6 January
2004 for the purpose of determining the number of Fidelity Special Situations
Shares to be issued. Shareholders should note that Fidelity Special Situations
is a sub-fund of Fidelity Investment Funds, an umbrella investment company with
variable capital, whereas Fidelity Special Values is an investment trust.
Umbrella fund: Fidelity Investment Fund
Fidelity Special Situations, Fidelity Income Plus and Fidelity MoneyBuilder
Income are sub-funds of Fidelity Investment Funds, an umbrella investment
company with variable capital.
Fidelity Special Situations
Fidelity Special Situations' investment objective is to achieve long term
capital growth from a portfolio primarily made up of the shares of UK companies.
The portfolio is likely to have a bias towards medium-sized and smaller
companies, although the authorised corporate director (the "ACD" ) is not
restricted in its choice of company by either size or industry. Fidelity Special
Situations currently has an annual investment management charge of 1.5 per cent.
per annum, and an ACD service charge of 0.05 per cent. per annum (plus VAT). As
at 31 October 2003, Fidelity Special Situations had total assets of #2,893
million.
Fidelity Income Plus
Fidelity Income Plus's investment objective is to achieve a combination of
income and long term capital growth from a portfolio primarily made up of
investments in the UK, including ordinary shares, preference shares,
convertibles and fixed interest securities. The portfolio is likely to have a
bias towards larger companies, although the authorised corporate director of the
fund is not restricted in its choice of company by either size or industry.
Fidelity Income Plus currently has an annual investment management charge of 1
per cent. per annum, and an ACD service charge of 0.05 per cent. per annum (plus
VAT). As at 31 October 2003, Fidelity Income Plus had total assets of #363
million.
Fidelity MoneyBuilder Income
Fidelity MoneyBuilder Income's investment objective is to achieve an attractive
level of income from a portfolio primarily invested in sterling-denominated
fixed interest securities. Fidelity MoneyBuilder Income currently has an annual
investment management charge of 0.8 per cent. per annum, and an ACD service
charge of 0.05 per cent. per annum (plus VAT). As at 31 October 2003, Fidelity
MoneyBuilder Income had total assets of #790 million.
Unit trusts
Fidelity WealthBuilder
Fidelity WealthBuilder is an authorised unit trust whose investment policy is to
invest its assets worldwide by investing in various Fidelity funds. As at 31
October 2003, Fidelity WealthBuilder had total assets of #635 million and the
estimated gross income yield was 0.76 per cent. per annum. Fidelity
WealthBuilder offers accumulation units only, where any income is accumulated
within the fund and reflected in the daily unit price. The annual management
charge of Fidelity WealthBuilder is currently 1.39 per cent. per annum (plus
VAT) which is made up of the annual management charges of each Fidelity fund in
which Fidelity WealthBuilder is invested. Fidelity WealthBuilder Units will,
under normal conditions, be capable of purchase or sale on a daily basis through
the unit trust manager, Fidelity Investment Services Limited. Fidelity
WealthBuilder invests in other Fidelity investment vehicles which are themselves
categorised as low, medium or high risk investments and as such the fund
represents a medium risk investment.
Fidelity Cash Fund
Fidelity Cash Fund is an authorised unit trust whose investment policy is to
produce income through investment primarily in money market instruments such as
time and notice deposits, Government and public securities and treasury bills.
As at 31 October 2003, Fidelity Cash Fund had total assets of #301 million and
the estimated gross income yield was 2.95 per cent. per annum. For investors in
income units, income will automatically be reinvested in further income units of
the fund unless investors elect to receive income distributions. The fund
operates in such a way that, whilst the price of income units should remain
constant at #1.00, the number of units held by a reinvesting unitholder
increases each business day to reflect the amount of income earned in respect of
the unitholding. Where income is paid out, distributions are made monthly.
The annual management charge of Fidelity Cash Fund is currently 0.5 per cent.
per annum. Fidelity Cash Fund Units will, under normal conditions, be capable of
purchase or sale on a daily basis through the unit trust manager, Fidelity
Investment Services Limited. Fidelity Cash Fund invests in cash deposits or "
near cash" instruments which may include bank deposits, short-dated gilts,
treasury bills and local authority bonds. The investments are selected to
provide a high degree of security and as such, the fund represents a low risk
investment for sterling based investors. Notwithstanding the above, investors
are reminded that the capital value of the property of the fund and,
consequently, the value of Fidelity Cash Fund Units and also the income there
from may be adversely affected by insolvency or other financial difficulties
affecting any institution with or to whom the fund's property is deposited or
lent. The income of Fidelity Cash Fund Units may fall as well as rise.
Cash
Shareholders who wish to receive immediate cash following the liquidation of the
Company should elect for the Cash Option on their Form of Election. All cheques
and CHAPS transfers will be made at Shareholders' own risk. In the case of
cheques, cash entitlements will be sent to the registered address held by the
Company's receiving agents, Capita IRG Plc, and in the case of a CHAPS transfer,
to the account details of which were provided to the Registrars
Costs and expenses
If the Proposals become effective, the Company's total costs in connection with
the Proposals will be approximately #670,000 (inclusive of irrecoverable VAT)
and will be borne by Capital Shareholders. If the Proposals are not implemented,
the Company's own costs will also be borne by the Capital Shareholders.
Interim Dividend and Final Liquidation Distribution to Shareholders
In respect of the period ending on 26 November 2003, the Directors intend to pay
a second interim dividend to Income Shareholders which is expected to be
approximately 10.75p per Income Share. It is expected that this dividend will be
paid on 29 December 2003 to Income Shareholders on the register of members on
the record date of 19 December 2003. Aside from any interest accruing on the
gilts held by the Company from 16 December 2003, the Company will not earn any
significant revenue after 26 November 2003. Revenue profits earned by the
Company after 26 November 2003 and up to the period ending on the date of
liquidation of the Company will be added to the liquidation entitlement of
Income Shareholders on the register of members on the record date for
entitlements under the Scheme, which is expected to be 12 December 2003.
Shareholder meetings
The implementation of the Proposals will require two EGMs of the Company which
have been convened or 11.10 a.m. on 15 December 2003 and for 9.00 a.m. on 30
December 2003 respectively, and Class Meetings of Income Shareholders and
Capital Shareholders convened for 11.00 a.m. and 11.05 a.m., respectively, on 15
December 2003.
Expected Timetable
2003/2004
Closing of Register and Record Date for entitlements of Shareholders 5.00pm on 12 December
under the Proposals
Last date for receipt of Forms of Election 12 December
Latest time and date for receipt of Forms of Proxy for use at the Class 11.00am on 13 December
Meeting of Income Shareholders
Latest time and date for receipt of Forms of Proxy for use at the Class 11.05am on 13 December
Meeting of Capital Shareholders
Latest time and date for receipt of Forms of Proxy for use at the First 11.10am on 13 December
EGM
Class Meeting of Income Shareholders 11.00am on 15 December
Class Meeting of Capital Shareholders 11.05am on 15 December
First EGM 11.10am on 15 December
Record Date for entitlements of Income Shareholders to the interim 19 December
dividend expected to be paid on 29 December 2003
Latest time and date for receipt of Forms of Proxy for use at the Second 9.00am on 28 December
AGM
Opening of registers in respect of Reclassified Shares and dealings in 7.30am on 29 December
Reclassified Shares expected to commence
Interim dividend paid to Income Shareholders 29 December
Calculation Date Close of business on 29 December
Dealings in Reclassified Shares suspended 8.00am on 30 December
Second EGM 9.00am on 30 December
Effective Date 30 December
Cheques expected to be despatched in respect of the Cash Option 30 December
Transfer Date for transfer of assets to the Rollover Funds other than 2 January
Fidelity Special Values
Transfer Date for transfer of assets to Fidelity Special Values 5 January
Dealings expected to commence in Fidelity Special Value Shares 6 January
Uncertificated Fidelity Special Values Shares credited to CREST accounts 6 January
Confirmation letters despatched in respect of Securities of Rollover 6 January (or as soon as
Funds practicable thereafter)
Certificates despatched in respect of Fidelity Special Values Shares 7 January (or as soon as
issued in certificated form practicable thereafter)
Cancellation of listing of Shares 30 December (2004)
This information is provided by RNS
The company news service from the London Stock Exchange
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