TIDMECWO
RNS Number : 4708D
Ecofin Water & Power Opps PLC
06 July 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND
OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL.
This document is an announcement and not a prospectus. Investors
should not purchase or subscribe for any transferable securities
referred to in this announcement except on the basis of information
contained in the Ecofin Global Prospectus (as defined herein). This
announcement is not an offer to sell, or a solicitation of an offer
to acquire, securities in the United States or in any other
jurisdiction in which the same would be unlawful. Neither this
announcement nor any part of it shall form the basis of or be
relied on in connection with, or act as an inducement to enter
into, any contract or commitment whatsoever.
6 July 2016
Ecofin Water & Power Opportunities plc
EW&PO Finance plc
Subsidiary Scheme of Reconstruction
On 31 May 2016, Ecofin Water & Power Opportunities plc
("EWPO" or the "Company") published a circular and notice of
general meeting to be held on 24 June 2016 at which the Company's
shareholders (the "EWPO Shareholders") would vote on the
continuation of the Company (the "Continuation Vote"). The circular
contained details of a proposed scheme of reconstruction of EWPO
under section 110 of the Insolvency Act, 1986 (as amended) that the
board of directors of EWPO (the "Board") would seek to implement
subject to the passing of the Continuation Vote ("Reconstruction
Proposals").
The Continuation Vote was passed by EWPO Shareholders on 24 June
2016 and, as such, the Board intends to put forward the
Reconstruction Proposals pursuant to which EWPO Shareholders will
be:
(i) issued with shares in Ecofin Global Utilities and
Infrastructure Trust plc ("Ecofin Global"), a newly incorporated
investment trust that would invest in listed global utilities and
infrastructure equities and which additionally may hold, to a
limited extent, related fixed-income securities;
(ii) issued with shares in EF Realisation Company Limited ("EF
Realisation"), a newly incorporated Guernsey closed-ended
investment company that would hold the illiquid assets currently
owned by the Company; and
(iii) offered a cash exit for up to 35 per cent. of the Company's net assets less the cost of the Reconstruction Proposals (the "Cash Exit").
The Company also indicated its intention to offer the
opportunity for ZDP Shareholders to roll over their investment in
ZDP Shares into Ecofin Global Shares pursuant to a scheme of
reconstruction to be undertaken by EW&PO Finance plc (the
"Subsidiary"), a wholly-owned subsidiary of the Company, the issuer
of the ZDP Shares (the "Subsidiary Scheme").
In light of the maturity of the ZDP Shares on 31 July 2016 and
the passing of the Continuation Vote, the Subsidiary has today
published a circular (the "Subsidiary Scheme Circular") that will
be posted to ZDP Shareholders. It is expected that a circular in
connection with the proposed scheme of reconstruction of EWPO (the
"EWPO Scheme") will be sent to the EWPO Shareholders on or around
27 July 2016.
Subsidiary Scheme
Under the terms of the Subsidiary Scheme, conditional on the
passing of the Subsidiary Scheme Resolutions at the Subsidiary
Scheme Meetings, Qualifying ZDP Shareholders will be given the
opportunity to roll over all or part of their investment in the ZDP
Shares into Ecofin Global Shares.
Those ZDP Shareholders who elect to roll over their investment
pursuant to the Subsidiary Scheme will have the value attributable
to their holdings of ZDP Shares rolled over into Ecofin Global
Shares at the Ecofin Global Issue Price (as defined below) on the
EWPO Scheme Effective Date.
The "Ecofin Global Issue Price" will be calculated on the basis
of the value of the Ecofin Global Rollover Fund divided by the
total number of Ecofin Global Shares to be issued to EWPO
Shareholders pursuant to the EWPO Scheme.
The issue of Ecofin Global Shares to Qualifying ZDP Shareholders
who make an election to roll over under the Subsidiary Scheme will
only become effective if the EWPO Scheme becomes unconditional and
effective in accordance with its terms. In the event that the EWPO
Scheme does not become effective, the elections to roll over under
the Subsidiary Scheme will not be implemented. In these
circumstances, Qualifying ZDP Shareholders who have made an
election to roll over will instead have all of their ZDP Shares
redeemed and will be paid the Final Capital Entitlement in respect
of their entire holding of ZDP Shares.
Benefits of the Subsidiary Scheme
The Directors consider that the Subsidiary Scheme should have
the following benefits for ZDP Shareholders as compared to their
current position:
-- ZDP Shareholders who may be subject to UK capital gains tax
or corporation tax on chargeable gains should be able to roll over
their investment into Ecofin Global and thereby continue to receive
investment returns without triggering an immediate liability to UK
capital gains tax or corporation tax;
-- The roll-over into Ecofin Global will provide those
Qualifying ZDP Shareholders who elect for the Rollover Option with:
(i) exposure to a portfolio of listed, liquid investments in the
utilities and infrastructure sectors that will not be co-joined
with the illiquid assets currently held by EWPO; (ii) shares in a
company with a clean and simple capital structure consisting of
only shares and flexible bank debt; and (iii) an attractive yield
at a time of record low interest rates; and
-- The Subsidiary Scheme will not impact the timeframe for ZDP
Shareholders to receive their Final Capital Entitlement in cash if
they do not wish to roll over into Ecofin Global.
ZDP Shareholder Meetings
The implementation of the Subsidiary Scheme will require ZDP
Shareholders, at the ZDP Shareholders' Class Meeting, to approve
the variation of the rights attaching to the ZDP Shares which will
result from the passing of the special resolution to be proposed at
the First Subsidiary General Meeting. The notice convening the ZDP
Shareholders' Class Meeting for 12 noon on 22 July 2016 at which
such approval will be sought is set out the end of the Subsidiary
Scheme Circular. The ZDP Shareholders' Class Meeting will be held
at the offices of Norton Rose Fulbright LLP, 3 More London
Riverside, London SE1 2AQ.
All ZDP Shareholders are entitled to attend and vote at the ZDP
Shareholders' Class Meeting.
Publication of Subsidiary Scheme Circular and Ecofin Global
Prospectus
The Subsidiary Scheme Circular will be posted to ZDP
Shareholders today along with a copy of the Ecofin Global
Prospectus.
The Subsidiary Scheme Circular and the Ecofin Global Prospectus
will shortly be available on
www.ecofin.co.uk/eco/en/products/ewpo/investor/ecofinglobal and on
the National Storage Mechanism at
http://www.morningstar.co.uk/uk/nsm.
Expected Timetable
2016
Latest time and date for receipt 12 noon on 20
of ZDP Forms of Proxy in respect July
of the ZDP Shareholders' Class
Meeting
Latest time and date for receipt 1.00 p.m. on
of ZDP Forms of Election or 20 July
TTE Instructions from Qualifying
ZDP Shareholders
Record Date for the calculation 6.00 p.m. on
of Qualifying ZDP Shareholders' 20 July
entitlements under the Subsidiary
Scheme
ZDP Shareholders' Class Meeting 12 noon on 22
July
First Subsidiary General Meeting 12.15 p.m. on
(1) 22 July
ZDP Shares disabled in CREST (2) 6.00 p.m. on
22 July
Date from which it is advised 25 July
that dealings in the ZDP Shares
should only be for cash settlement
and immediate delivery of documents
of title
ZDP Shares reclassified as Reclassified 8.00 a.m. on
ZDP Shares on the Official List 25 July
and dealings in Reclassified ZDP
Shares commence(3)
EWPO Scheme Circular expected on or around
to be published 27 July
Suspension of listing of Reclassified 7.30 a.m. on
ZDP Shares 29 July
Second Subsidiary General Meeting(1) 10.00 a.m. on
29 July
Subsidiary Scheme and Liquidators' 1 August
appointment become effective
and the Subsidiary's Register
closes
CREST payments made to ZDP Shareholders week commencing
in respect of ZDP Shares which 1 August
are not the subject of a valid
Election for the Rollover Option
Cheques expected to be despatched week commencing
to ZDP Shareholders in 1 August
respect of ZDP Shares which are
not the subject of a valid
Election for the Rollover Option
EWPO First General Meeting expected on or around
to be held(4) 31 August
EWPO Scheme Calculation Date(4) 6.00 p.m. on
or around 1 September
EWPO Second General Meeting expected on or around
to be held(4) 9 September
Transfer Agreement executed and on or around
implemented 12 September
CREST accounts of Qualifying ZDP on or around
Shareholders who have made 13 September
an Election under the Rollover
Option credited with Ecofin Global
Shares
Certificates despatched in respect week commencing
of the Ecofin Global Shares 19 September
issued pursuant to the Rollover
Option held in certificated form
Cancellation of listing of Reclassified by 30 September
ZDP Shares on the Official List(2)
(1) Only holders of the Subsidiary's Ordinary Shares may attend
and vote at the Subsidiary General Meetings.
(2) For the avoidance of doubt the Subsidiary's Register will
remain open until the Subsidiary Scheme Effective Date.
(3) Reclassified ZDP Shares are a technical requirement of the
Subsidiary Scheme and will be created if the resolutions to be
proposed at the First Subsidiary General Meeting are passed and
become effective.
(4) As at the date of this announcement, the dates on which the
EWPO Scheme Circular will be published, the EWPO General Meetings
held and on which all other actions resulting from the
implementation of the EWPO Scheme will occur, are not known, but
the dates set out above reflect the EWPO Directors' current
expectations as to the timing of such events. In any event it is
intended that the EWPO Scheme will become effective (subject to the
satisfaction of all relevant conditions) by no later than 30
September 2016.
This announcement does not contain all the information which is
contained in the Subsidiary Scheme Circular. ZDP Shareholders
should read the Subsidiary Scheme Circular and the Ecofin Global
Prospectus to make informed elections under the Reconstruction
Proposals.
Defined terms used in this announcement have the meanings given
in the Subsidiary Scheme Circular unless the context otherwise
requires.
Enquiries:
BNP Paribas Secretarial Services
Limited
Susan Gledhill, Company Secretary 020 7410 5971
Winterflood Investment Trusts
Joe Winkley
Neil Langford 020 3100 0000
Ecofin Limited
John Murray
Elspeth Dick 020 7451 2929
This information is provided by RNS
The company news service from the London Stock Exchange
END
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