TIDMFPEO TIDMFPER
RNS Number : 0775U
F&C Private Equity Trust PLC
21 December 2012
21 December 2012
F&C PRIVATE EQUITY TRUST PLC
Proposed Redesignation of Restricted Voting Shares,
Purchase and Cancellation of Resulting Deferred Shares and
Cancellation of Listing of Restricted Voting Shares
and
Publication of Circular
Introduction
The Board announced on 30 November 2012 that, subject to
obtaining the requisite Shareholder approvals, the remaining assets
in the RV Pool will be transferred to the Ordinary Pool in return
for a corresponding transfer from the Ordinary Pool to the RV Pool
of cash with a value equal to the then carrying value of the
transferred assets. These transfers will enable the Directors to
declare a final dividend on the RV Shares, with the aggregate
amount of that dividend equalling the value of the cash then held
in the RV Pool (after providing for any accrued expenses
attributable to the RV Pool).
The requisite Shareholder approvals are for the conversion and
redesignation of the RV Shares as Deferred Shares and their
buy-back for a nominal consideration and cancellation by the
Company following payment of the Final RVS Dividend, amendments to
the Company's articles of association to remove all references to
the RV Shares upon that redesignation and cancellation of the
admission of the RV Shares to the Official List and to trading on
the Main Market after they have been converted and redesignated as
Deferred Shares (collectively, the "Proposals").
The Proposals
As intimated in the Company's interim report for the six months
ended 30 June 2012, the RV Pool is now too small to justify the
administrative costs of maintaining the RV Shares as a separate
class of share. All of the remaining assets in the RV Pool are also
held in the Ordinary Pool and, as these are very small positions in
old funds and some conditional entitlements to future payments, a
sale to an external third party is not practical or likely to
provide optimal value for RV Shareholders. Accordingly, subject to
the relevant Shareholder resolutions being passed, the remaining
assets in the RV Pool will be transferred to the Ordinary Pool in
return for a corresponding transfer from the Ordinary Pool to the
RV Pool of cash with a value equal to the then carrying value of
the transferred assets. These transfers will enable the Directors
to declare a final dividend on the RV Shares, with the aggregate
amount of that dividend equalling the value of the cash then held
in the RV Pool (after providing for any accrued expenses
attributable to the RV Pool).
Following payment of the Final RVS Dividend, the RV Pool will
have no assets and, as a result, the RV Shares will no longer have
any purpose or meaningful rights and will cease to have any value.
For a company to be an investment trust (and thus not be subject to
corporation tax on its net chargeable gains) with respect to an
accounting period, it must meet all the eligibility conditions,
including that each class of shares making up its ordinary share
capital is admitted to trading on a regulated market, throughout
the whole of that accounting period. As the RV Shares are ordinary
share capital for the purpose of the investment trust eligibility
conditions, it is necessary, following payment of the Final RVS
Dividend, to convert and redesignate the RV Shares as Deferred
Shares with rights such that the Deferred Shares resulting are not
ordinary share capital for the purpose of the investment trust
eligibility conditions. Such conversion and redesignation (and the
subsequent purchase for nominal consideration and cancellation by
the Company of the Deferred Shares) are conditional on the relevant
Shareholder resolutions being passed at the General Meeting and RV
Shareholders' Meeting.
The RV Shares will no longer exist following their redesignation
as Deferred Shares and the subsequent purchase and cancellation of
the Deferred Shares. Accordingly, the Company has requested the FSA
and the London Stock Exchange, subject to the relevant Shareholder
resolutions being passed, to suspend the admission of the RV Shares
to the Official List and to trading on the Main Market,
respectively, at 7.30 a.m. on the first business day following the
record date for the Final RVS Dividend (which is expected to be
Friday, 25 January 2013) and to cancel the admission at 8.00 a.m.
on the first business day following the date on which the Final RVS
Dividend is paid (which is expected to be Thursday, 14 February
2013).
Conditional on the relevant Shareholder resolutions being
passed, the Directors will declare and announce the amount of the
final dividend per RV Share on the same day that those resolutions
are passed. On the assumption that the relevant Shareholder
resolutions are passed on Thursday, 17 January 2013, the Final RVS
Dividend will be payable on Thursday, 14 February 2013 to RV
Shareholders on the register on Friday, 25 January 2013 (with an
ex-dividend date of Wednesday, 23 January 2013). As previously
announced, the Directors expect the Final RVS Dividend to be not
less than 1.675p per RV Share.
Circular to Shareholders
The Company will post today a circular to Shareholders setting
out full details of the background to, and reasons for, the
Proposals and convening a general meeting of the Company and a
separate class meeting of RV Shareholders, both of which will be
held on Thursday, 17 January 2013, at which the requisite
Shareholder approvals will be sought. A copy of that circular will
be submitted to the National Storage Mechanism later today and will
be available for inspection at www.morningstar.co.uk/uk/nsm.
Expected Timetable
2013
General Meeting 12 noon on Thursday, 17 January
RV Shareholders' Meeting 12.01 p.m.(1) on Thursday, 17
January
Final RVS Dividend declared(2) Thursday, 17 January
Ex-dividend date for the Final RVS Dividend(2) Wednesday, 23
January
Record date for the Final RVS Dividend(2) close of business on
Friday, 25 January
RVS Listing suspended and register of
RV Shareholders closed(2) 7.30 a.m. on Monday, 28 January
Payment date for the Final RVS Dividend(2) Thursday, 14
February
RV Shares converted and redesignated as Deferred Shares and
Deferred Shares bought back and cancelled by the Company(2)
Thursday, 14 February
RVS Listing cancelled(2) 8.00 a.m. on Friday, 15 February
Notes:
(1) Or, if later, such time as the General Meeting shall have
concluded or been adjourned.
(2) Conditional on the resolutions to be proposed at the General
Meeting and RV Shareholders' Meeting being passed.
(3) All times referred to in this document are, unless otherwise
stated, references to London time.
Enquiries
Hamish Mair (Fund Manager)/ F&C Investment Business T: 0131 718
Gordon Hay Smith (Company Limited 1184/
Secretary) 0131 718 1018
Sue Inglis Cantor Fitzgerald Europe T: 020 7894
8016
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Board" or "Directors" the directors of the Company
"Company" F&C Private Equity Trust plc
"Deferred Shares" the deferred shares of 1p each in the capital of the Company resulting from the
conversion
and redesignation of the RV Shares
"Final RVS Dividend" the final dividend to be declared in respect of the RV Shares, following payment of
which
the RV Pool will cease to have any assets
"FSA" Financial Services Authority
"General Meeting" the general meeting of the Company convened for Thursday, 17 January 2013 at 12 noon
"London Stock Exchange" London Stock Exchange plc
"Main Market" the London Stock Exchange's market for listed securities
"Official List" the list maintained by the FSA pursuant to Part VI of the Financial Services and Markets
Act
2000
"Ordinary Pool" the assets and liabilities of the Company attributable to the holders of Ordinary Shares
"Ordinary Shares" ordinary shares of 1p each in the capital of the Company
"RV Pool" the assets and liabilities of the Company attributable to the RV Shareholders
"RV Shareholders" holders of RV Shares
"RV Shareholders' Meeting" the separate class meeting of RV Shareholders convened for Thursday, 17 January 2013 at
12.01
p.m. (or, if later, such time as the General Meeting shall have concluded or been
adjourned)
"RV Shares" restricted voting shares of 1p each in the capital of the Company
"RVS Listing" the admission of the RV Shares to the Official List and to trading on the Main Market
"Shareholders" holders of Ordinary Shares and/or RV Shares (as the context may require)
Note
Cantor Fitzgerald Europe, which is authorised and regulated in
the United Kingdom by the FSA, is acting solely for F&C Private
Equity Trust plc and for no one else, in connection with the
Proposals and will not be responsible to anyone other than F&C
Private Equity Trust plc for providing the protections afforded to
clients of Cantor Fitzgerald Europe or for affording advice in
relation to the Proposals.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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