Premier Energy and
Water Trust plc (the “Company”)
Posting of Annual
Report, Notice of Annual General Meeting, Publication of Circular
and Notice of General Meeting
Premier Energy and Water Trust plc has today published a
circular (the “Circular”) in connection with proposals to grant
authority to allot up to 20 million ordinary shares of 1p each in
the capital of the Company (“Ordinary Shares”) on a non pre-emptive
basis (the “Proposals”).
A general meeting of the Company to consider and, if thought
fit, approve the Proposals has been convened to be held at
12.30 p.m. on 25 April 2017 (or as soon as practicable
following conclusion of the annual general meeting of the Company
to be held at 12.15 p.m. on the same
date) at the offices of Premier Fund Managers Limited, Eastgate
Court, High Street, Guildford,
Surrey, GU1 3DE (“General
Meeting”).
The Circular, which provides further details of the Proposals
and includes a notice convening the General Meeting, is being
posted to Shareholders today. A copy of the Circular has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.morningstar.co.uk/uk/NSM. The
Circular will also shortly be available on the Company's website at
https://www.premierfunds.co.uk/investors/investments/investment-trusts/premier-energy-and-water-trust.
Expected Timetable
Event |
Time/date |
Latest time and date for receipt of
Forms of Proxy |
12.30 p.m. on 21 April
2017 |
General Meeting |
12.30 p.m. on 25 April
2017 |
Notes:
-
These times and dates are indicative only. If any of the above
times and/or dates change, the revised times and/or dates will be
notified to Shareholders by announcement through a Regulatory
Information Service.
-
All references to times are to times in London, England, unless otherwise stated.
Words and expressions that are defined in the Circular have the
same meanings where they are used in this announcement, except
where the context requires otherwise.
The Company also announces that copies of its 2016 Annual Report
and Accounts and Notice of Annual General Meeting to be held at
12.15 p.m. on 25 April 2017 are being posted to Shareholders
today. Copies of these documents will shortly be available for
inspection at the National Storage Mechanism which is located at
www.morningstar.co.uk/uk/NSM. The 2016 Annual Report and Accounts
and Notice of Annual General Meeting will also shortly be available
on the Company’s website at
https://www.premierfunds.co.uk/investors/investments/investment-trusts/premier-energy-and-water-trust.
Enquiries:
Premier Fund
Managers Limited
Nigel Sidebottom
James Smith
Claire Long |
+ 44 (0) 1483 30 60
90
|
N+1 Singer
James Maxwell
Liz Yong |
+ 44 (0) 20 7496 3000 |
The following is a reproduction, without material adjustment, of
the Chairman’s Letter to Shareholders which is contained within the
Circular:
Dear Shareholder,
1.
Introduction
The Board announced today details of its proposals to enable the
Company to issue up to 20 million Ordinary Shares on a
non-pre-emptive basis (the "Proposals").
The Proposals, if approved, will allow the Company to issue up
to 20 million Ordinary Shares to investors without having to first
offer them pro rata to existing Shareholders, being equivalent to
approximately 110 per cent. of the issued Ordinary Share capital of
the Company as at the date of the Circular. There are no Ordinary
Shares held in treasury as at the date of the Circular.
Implementation of the Proposals requires the approval of
Shareholders and is therefore conditional on the passing of certain
of the Resolutions which will be proposed at a General Meeting to
be held at 12.30 p.m. on 25 April 2017, or as soon as practicable
following the conclusion of the Company's Annual General Meeting,
notice of which is contained within the Company's annual report and
accounts for the financial year ended 31
December 2016 which you will have received together with
this circular.
The purpose of the Circular is to provide Shareholders with
details of the Proposals and to set out the reasons why the
Directors are recommending that Shareholders vote in favour of the
Resolutions at the General Meeting.
2.
Background to and reasons for the Proposals
As detailed in my Chairman's statement in the Company's 2016
Annual Report and Accounts, 2016 was a successful year for the
Company, with our portfolio companies generally performing very
well, reporting higher earnings and consequently dividends to the
Company.
The Board believes that Shareholders would benefit from growing
the Company through the issue of further Ordinary Shares in 2017,
which should allow for a more efficient cost base and improved
trading liquidity. The Proposals would also complement any further
issue of zero dividend preference shares by the Company's
subsidiary, PEWT Securities 2020 ("ZDP Shares"). The directors of
PEWT Securities 2020 are seeking authority to allot additional ZDP
Shares at the annual general meeting of PEWT Securities 2020 to be
held on 25 April 2017. If granted,
this authority will give the directors of PEWT Securities 2020
greater flexibility to satisfy market demand for ZDP Shares and
enable the Group to raise additional capital as and when the
directors of PEWT Securities 2020 consider appropriate. PEWT
Securities 2020 will lend to the Company all of the proceeds of any
such issue of ZDP Shares, and the Board intends to use any such
proceeds to acquire investments in accordance with the Company's
investment objective and policy.
By giving the Directors the flexibility to issue Ordinary Shares
and ZDP Shares at around the same time at prices so as not to
dilute the NAV per Ordinary Share, the Board can seek to achieve a
long term aim of growing the assets of the Company which should
benefit Shareholders.
Having regard to the benefits of enlarging the Company, the
Directors are seeking the necessary shareholder authorities to
implement the Proposals. The Directors intend to use the
authorities granted when they consider that it is the best
interests of Shareholders to do so and to satisfy demand for the
Ordinary Shares.
3. The
Proposals
The Directors believe that the Proposals offer the following
principal benefits to Shareholders:
-
to raise additional monies in a timely manner to enable the
Company to take advantage of opportunities to make further
investments in accordance with the Company's investment policy;
-
to increase the market capitalisation of the Company which
should make the Ordinary Shares more attractive to a wider range of
investors;
-
it is expected that the secondary market liquidity in the
Ordinary Shares will be increased as a result of a larger and more
diversified shareholder base;
-
to grow the Company, thereby spreading fixed costs over a larger
capital base which should reduce the level of ongoing expenses per
Ordinary Share; and
-
to give the directors of PEWT Securities 2020 the opportunity to
issue ZDP Shares so as to maintain the capital structure and level
of gearing when new Ordinary Shares are issued.
It is intended that, subject to the approval of Resolutions 1
and 3 at the General Meeting, the Company will seek to issue new
Ordinary Shares to satisfy market demand. The issue of Ordinary
Shares under the Proposals may require the publication by the
Company, in due course, of a prospectus in accordance with the
Prospectus Rules.
Applications will be made to the UK Listing Authority and the
London Stock Exchange for all the new Ordinary Shares to be issued
pursuant to the Proposals to be admitted to the premium segment of
the Official List of the UK Listing Authority and to trading on the
London Stock Exchange’s main market for listed securities (each, an
"Admission"). All Ordinary Shares issued pursuant to the Proposals
will be allotted conditionally on such Admission occurring.
The Ordinary Shares issued pursuant to the Proposals will rank
pari passu with the Ordinary Shares then in issue (save for any
dividends or other distributions declared, made or paid on the
Ordinary Shares by reference to a record date prior to the
allotment of the relevant new Ordinary Shares).
Placing Price
Subject to the requirements of the Listing Rules, the price at
which the new Ordinary Shares will be issued pursuant to the
Proposals will be calculated by the Board as follows:
(i) for issuance
of new Ordinary Shares only, the minimum Placing Price will be the
prevailing NAV per Ordinary Share together with a premium which
will cover the commissions and expenses of the issue of new
Ordinary Shares under the Proposals; and
(ii) for
issuance of new Ordinary Shares at or around the same time as the
issue of ZDP Shares, and subject to all Resolutions being passed at
the General Meeting, the minimum Placing Price will be the
aggregate of the Adjusted NAV per Ordinary Share and a premium to
cover the commissions and expenses of the issue of new Ordinary
Shares under the Proposals, where the "Adjusted NAV per Ordinary
Share" is the discounted NAV per Ordinary Share which, when
combined with a contemporaneous issue of ZDP Shares by PEWT
Securities 2020 at a premium to the accrued capital entitlement per
ZDP Share, results in no dilution to the NAV per Ordinary
Share.
Fractions of Ordinary Shares will not be issued.
Where new Ordinary Shares are issued, the total assets of the
Company will increase by that number of Ordinary Shares multiplied
by the relevant Placing Price less brokers’ commission and
expenses. The Board does not anticipate that issues of Ordinary
Shares pursuant to the Proposals will have any material impact on
the earnings and NAV per Ordinary Share.
4.
Use of proceeds
The net proceeds of any issue of Ordinary Shares under the
Proposals, after providing for the Company’s operational expenses,
will be used to make investments in accordance with the Company’s
investment policy.
5.
Issued Share capital
As at the date of the Circular, there are 18,088,480 Ordinary
Shares in issue. If 20 million Ordinary Shares (being the maximum
number of Ordinary Shares available under the Proposals) were to be
issued pursuant to the Proposals, there would be a dilution of
approximately 53 per cent. in existing Shareholders’ voting control
of the Company. There are no Ordinary Shares held in treasury as at
the date of the Circular.
6.
General Meeting
The Proposals require the approval by Shareholders at the
General Meeting which has been convened for 12.30 p.m. on 25 April
2017, or as soon as practicable following the conclusion of
the Annual General Meeting.
The Resolutions that will be put to Shareholders at the General
Meeting are to:
(i) authorise
the allotment of up to 20 million Ordinary Shares (representing
approximately 110 per cent. of the Company's issued Ordinary Share
capital as at the date of the Circular). This authority shall be in
addition to any allotment authority granted to the Board by
Shareholders at the Annual General Meeting (Resolution 1);
(ii) allow the
Board to allot Ordinary Shares at a discount to the then prevailing
NAV per Ordinary Share. The Board will only use this authority to
issue new Ordinary Shares provided that the combined effect of the
issue of both Ordinary Shares at a discount to NAV per Ordinary
Share and the issue of ZDP Shares by PEWT Securities 2020 at a
premium to the accrued capital entitlement per ZDP Share, at or
around the time of the Ordinary Share issue, is that the NAV per
Ordinary Share is not diluted (Resolution 2); and
(iii) disapply
statutory pre-emption rights otherwise applicable to the allotment
of up to 20 million Ordinary Shares for cash such that new Ordinary
Shares do not first have to be offered to Shareholders in
proportion to their holdings of Ordinary Shares (Resolution 3).
The Proposals are conditional on the approval by Shareholders of
Resolution 1 and Resolution 3 to be proposed at the General
Meeting. If Resolution 2 is not passed, the Proposals will still
proceed although the Board will have reduced flexibility in respect
of the price that it may issue Ordinary Shares pursuant to the
Proposals when undertaking such issuance alongside a
contemporaneous issue of ZDP Shares by PEWT Securities 2020.
The authority conferred by the Resolutions, if passed, will
lapse on the conclusion of the Company's next annual general
meeting to be held in 2018.
Resolutions 1 and 2 will be proposed as ordinary resolutions. An
ordinary resolution requires a majority of members entitled to vote
and present in person or by proxy to vote in favour in order for it
to be passed.
Resolution 3 will be proposed as a special resolution. A special
resolution requires a majority of at least 75 per cent. of members
entitled to vote and present in person or by proxy to vote in
favour in order for it to be passed.
In accordance with the Articles, all Shareholders entitled to
vote and present in person or by proxy at the General Meeting shall
upon a show of hands have one vote and upon a poll shall have one
vote in respect of each Ordinary Share held. In order to ensure
that a quorum is present at the General Meeting, it is necessary
for two or more Shareholders to be present in person or by proxy
(or, if a corporation, by representative).
The formal notice convening the General Meeting is set out on
pages 9 to 11 of the Circular.
7.
Action to be taken
Shareholders will find enclosed with the Circular a personalised
Form of Proxy for use at the General Meeting.
Shareholders are asked to complete and return the Form of Proxy
in accordance with the instructions printed thereon to the
Company's Registrar, Capita Asset Services at PXS1, 34 Beckenham
Road, Beckenham, Kent, BR3 4ZF or (during normal business hours
only) by hand at the offices of the Company’s registrars, Capita
Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent,
BR3 4TU no later than 12.30 p.m. on
Friday, 21 April 2017.
Shareholders are requested to complete and return a Form of
Proxy whether or not they wish to attend the General Meeting. The
return of a Form of Proxy will not prevent Shareholders from
attending the General Meeting and voting in person should they so
wish.
8.
Recommendation
The Board considers that the passing of the Resolutions is in
the best interests of the Company and its Shareholders as a whole.
Accordingly the Board unanimously recommends that Shareholders vote
in favour of the Resolutions to be proposed at the General
Meeting.
The Directors intend to vote in favour of the Resolutions in
respect of their holdings of Ordinary Shares amounting to 133,666
Ordinary Shares in aggregate (representing approximately 0.74 per
cent. of the issued share capital of the Company as at the date of
the Circular).
Yours faithfully
Geoffrey Burns
Chairman