Acorn Income Fund EGM Circular and Prospectus

 
TIDMAIF TIDMAIFZ 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR 
INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, 
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, 
CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA (OTHER 
THAN THE UNITED KINGDOM) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD 
BE UNLAWFUL 
 
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. This announcement is an advertisement and does not 
constitute a prospectus and investors must only subscribe for or purchase any 
shares referred to in this announcement on the basis of information contained 
in a prospectus published today by the Company (as defined below) and any 
supplementary prospectus issued by the Company prior to the relevant Admission 
(as defined below) and not in reliance on this announcement. 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, commitment 
or investment decision whatsoever to purchase shares in the Company or 
otherwise. 
 
29 November 2016 
 
                           Acorn Income Fund Limited 
 
                                (the "Company") 
 
                    Publication of Circular and Prospectus 
 
1. Introduction 
 
The Board today announces proposals including: 
 
(i)         the extension of the life of the existing ZDP Shares to 28 February 
2022; 
 
(ii)         a Continuation Offer to ZDP Shareholders whereby such holders are 
given an opportunity to either receive their 2017 Final Capital Entitlement in 
cash on 31 January 2017 or to continue their investment in the existing ZDP 
Shares and have the right to receive the 2022 Final Capital Entitlement of 
167.2 pence per ZDP Share on 28 February 2022; and 
 
(iii)        the issue of New Ordinary Shares and New ZDP Shares pursuant to 
the Issues. 
 
The Proposals require the approval of Ordinary Shareholders and ZDP 
Shareholders at the Meetings, which have been convened for 20 December 2016. 
The Company will shortly be publishing a circular (the "Circular") to provide 
details of the Proposals and to set out the reasons why the Board recommends 
that Shareholders vote in favour of the Proposals at the Meetings, as well as 
to set out the actions required to be taken by ZDP Shareholders in respect of 
the Continuation Offer. 
 
Shareholders and other investors also have the opportunity to participate in 
the Initial Placing and Offer. Shareholders considering participation in the 
Initial Placing and Offer should refer to the prospectus also being published 
by the Company. 
 
The Circular and Prospectus will also shortly be available on the Company's 
website at: 
 
https://www.premierfunds.co.uk/media/899292/ 
acorn-income-fund-circular-november-2016.pdf; and 
https://www.premierfunds.co.uk/media/899303/ 
acorn-income-fund-prospectus-november-2016.pdf. 
 
Further information on the Company can be found at: 
 
https://www.premierfunds.co.uk/advisers/investments/investment-trusts/ 
acorn-income-fund. 
 
For further information please contact: 
 
Investment Manager: 
Premier Fund Managers Limited 
Nigel Sidebottom 
Tel: [phone] 
Email: [e-mail] 
 
Broker, Financial Adviser and Sponsor: 
 
Numis Securities Limited 
Nathan Brown 
Tel: [phone] 
Email: [e-mail] 
 
Company Secretary: 
 
Northern Trust International Fund Administration Services (Guernsey) Limited 
Cara De La Mare 
Tel: [phone] 
Email: [e-mail] 
 
2. Background to and reasons for the Proposals 
 
The Company currently has two classes of Shares in issue: Ordinary Shares and 
ZDP Shares. The Ordinary Shares have been traded on the main market of the 
London Stock Exchange since February 1999. Since that date, the Company has 
issued further Ordinary Shares and ZDP Shares from time to time, all of which 
are admitted to listing by the UK Listing Authority and traded on the premium 
segment of the main market of the London Stock Exchange. As at the date of this 
document, the Company's issued share capital is 17,186,664 Ordinary Shares and 
23,069,931 ZDP Shares (Note 1). 
 
The ZDP Shares currently carry the right to receive the 2017 Final Capital 
Entitlement at the end of their life and provide gearing for the Ordinary 
Shareholders. ZDP Shareholders are entitled to receive the 2017 Final Capital 
Entitlement of 138 pence per ZDP Share on 31 January 2017. Accordingly, the 
Company is committed (to the extent required) to repaying the aggregate 2017 
Final Capital Entitlement of the ZDP Shareholders, of approximately GBP29.473 
million, on that date. 
 
Under the Articles, the Directors are required, every five years, to propose 
the Discontinuation Resolution that the Company should cease to continue as 
presently constituted. At the annual general meeting of the Company held on 26 
September 2016, the Company's third Discontinuation Resolution was proposed but 
not passed. This was in line with the Directors' recommendation and your Board 
is pleased that Shareholders have expressed their support for the continuation 
of the Company in its present form. As announced by the Company on that date, 
the Board has been considering the refinancing of the ZDP Shares. 
 
The Board considers that it is in the best interests of the Company to maintain 
the gearing afforded by the ZDP Shares after 31 January 2017 and to give ZDP 
Shareholders the opportunity to continue their investment in the Company. The 
Board proposes that the life of the ZDP Shares be extended such that they carry 
the right to receive the 2022 Final Capital Entitlement of 167.2 pence per ZDP 
Share on 28 February 2022. This represents a Gross Redemption Yield of 3.85 per 
cent. from the Effective Date (Note 2), which is a lower cost of gearing than 
the ZDP Shares currently represent. 
 
The ability of the Company to pay the 2022 Final Capital Entitlement is 
dependent on the performance of the Company's investment portfolios. The ZDP 
Shares are not a guaranteed, protected or secured investment and ZDP 
Shareholders may therefore not receive their full 2022 Final Capital 
Entitlement. 
 
The Proposals therefore involve refinancing the ZDP Shares at what the Board 
believes is an attractive Gross Redemption Yield that should allow the Company 
to continue to provide Ordinary Shareholders with a high level of income, 
underpinned by the Company's material revenue reserve, as well as the 
opportunity for further capital growth. The Board believes that there is strong 
support amongst ZDP Shareholders for an option that would enable them to 
continue all or some of their existing investment in the ZDP Shares. 
 
3. Overview of the Proposals 
 
The Proposals comprise: 
 
(i) the adoption of the New Articles which will, inter alia, extend the term of 
the ZDP Shares to 28 February 2022 and provide for a 2022 Final Capital 
Entitlement of 167.2 pence per ZDP Share; 
 
(ii) the Continuation Offer to ZDP Shareholders whereby such holders are given 
an opportunity to either receive their 2017 Final Capital Entitlement in cash 
on 31 January 2017 or to continue their investment in the ZDP Shares (or a 
combination thereof); and 
 
(iii) the issue of New Ordinary Shares and New ZDP Shares pursuant to the 
Initial Placing and Offer and the Placing Programme. 
 
A continuation of an investment in the ZDP Shares provides an alternative to 
the cash payment to which ZDP Shareholders are currently entitled on 31 January 
2017 and will allow ZDP Shareholders who elect for the Continuation Option to 
continue their investment in the Company. As noted in the Circular, UK resident 
ZDP Shareholders who elect for the Continuation Option should not generally be 
treated as making a disposal for the purposes of UK taxation of chargeable 
gains as a result of doing so. It is important to note that the discussion of 
the tax treatment contained in the Circular is intended only as a general and 
non-exhaustive summary of the expected tax treatment and ZDP Shareholders are 
advised to seek independent professional advice as to the tax consequences for 
them of the Proposals. 
 
4. Key features of the amended ZDP Shares 
 
If the Proposals are adopted, the ZDP Shares: 
 
·          will have a repayment date of 28 February 2022; 
 
·          are designed to provide ZDP Shareholders accepting the Continuation 
Offer with a level of capital growth equivalent to a gross redemption yield of 
3.85 per cent. per annum (Note 3); 
 
·          subject to the Company having sufficient assets at the time, will 
carry the right to be paid the 2022 Final Capital Entitlement of 167.2 pence in 
cash on 28 February 2022; and 
 
·          will benefit from enhanced Cover protection, as the Cover Test to be 
applied prior to any issuance of New ZDP Shares (including under the Issues) or 
any repurchase of Ordinary Shares and/or ZDP Shares by the Company will be 
increased from 1.85 times to 2.0 times. 
 
Save as set out above, the rights of the ZDP Shares following the 
implementation of the Proposals will be the same as the rights of the existing 
ZDP Shares. The amended rights of the ZDP Shares are set out in the New 
Articles and are described in full in the Circular. The New Articles are 
summarised in their entirety in the Circular. The New Articles are available 
for inspection as set out in the Circular. 
 
On the assumption that (i) the Company's gross assets on the Calculation Date 
are GBP91.086 million, which were its gross assets on the Latest Practicable Date 
(less the estimated fixed costs of the Proposals); and (ii) 21,357,174 ZDP 
Shares remain in issue following the Effective Date with an Initial NAV per ZDP 
Share of 138 pence per ZDP Share, which will be the accrued capital entitlement 
of a ZDP Share as at the Effective Date, then it is expected that, following 

the Effective Date, the Company's gross assets would need to fall by 15.9 per 
cent. per annum, in order for the ZDP Shares not to receive their full 2022 
Final Capital Entitlement of 167.2 pence per New ZDP Share on 28 February 2022. 
 
The ability of the Company to pay the 2022 Final Capital Entitlement is 
dependent on the performance of the Company's investment portfolios. New ZDP 
Shares are not a guaranteed, protected or secured investment and ZDP 
Shareholders may therefore not receive their full 2022 Final Capital 
Entitlement. 
 
5. The Continuation Offer 
 
5.1 Options available to ZDP Shareholders in the Continuation Offer 
 
Under the Continuation Offer, ZDP Shareholders who are on the Register as at 
the Record Date will be entitled to: 
 
(i) receive their 2017 Final Capital Entitlement in cash on the 2017 Repayment 
Date (the "Cash Option"); 
 
(ii) elect to continue their investment in the ZDP Shares, the rights of which 
will be amended as set out in this document (the "Continuation Option"); or 
 
(iii) make different choices in respect of different parts of their holdings of 
ZDP Shares, as suits their personal investment objectives. 
 
Details of the action to be taken by ZDP Shareholders in relation to the 
Continuation Offer are set out in the Circular. 
 
ZDP Shareholders are recommended to choose the Option(s) they would prefer in 
respect of their ZDP Shares. The Form of Election need only be completed, or a 
TTE Instruction submitted, as appropriate, by ZDP Shareholders who wish to make 
a full or partial election for the Continuation Option. If ZDP Shareholders 
wish to receive only the Cash Option, no action needs to be taken. 
 
The default option under the Continuation Offer will be the Cash Option, 
meaning that a ZDP Shareholder who, in respect of all or part of his or her 
holding of ZDP Shares, fails to submit a valid Form of Election or a valid TTE 
Instruction, as appropriate, by the due date or submits a Form of Election 
which has not been duly completed or an invalid TTE Instruction, will be deemed 
to have elected for the Cash Option in respect of such holding. 
 
Overseas Shareholders will be deemed to have elected for the Cash Option in 
respect of their entire holding of ZDP Shares, save as provided at paragraph 
5.5 below. 
 
5.2 Mechanics of the Continuation Offer 
 
The Continuation Offer will be implemented by way of (i) the adoption of the 
New Articles and (ii) the redemption of ZDP Shares in respect of which valid 
Elections are deemed to be made for the Cash Option, each on the Effective 
Date. No new securities will be issued by the Company in connection with the 
Continuation Offer, although New ZDP Shares will be available under the Initial 
Placing. 
 
The New Articles contain the amended rights attaching to the ZDP Shares as set 
out in the Circular. The New Articles also contain a right attaching to all ZDP 
Shares in respect of which an Election has been deemed to be made for the Cash 
Option in accordance with the Proposals set out in this document for such ZDP 
Shares to be redeemed on 31 January 2017 at a redemption price of 138 pence per 
ZDP Share (being the 2017 Final Capital Entitlement). 
 
If the Proposals are approved by Shareholders, on the Effective Date: 
 
(i) the New Articles will be adopted; and 
 
(ii) ZDP Shares in respect of which an Election has been deemed to be made for 
the Cash Option will be entitled to receive the 2017 Final Capital Entitlement 
on 31 January 2017. 
 
ZDP Shareholders who have validly Elected for the Continuation Option shall 
continue to hold ZDP Shares on the amended terms as set out in the New 
Articles. 
 
The Continuation Offer will be conducted on the terms set out in this document 
and, to the extent applicable, the New Articles. In the case of any discrepancy 
between this document and the New Articles, the terms of the New Articles will 
prevail. The Directors have absolute discretion to determine any procedural or 
administrative matter in respect of the Continuation Offer, including as to 
whether an Election has been validly made. 
 
5.3 Dealings in ZDP Shares 
 
The latest time and date for receipt of the Forms of Election or TTE 
Instructions from ZDP Shareholders in respect of the Continuation Offer is 5.00 
p.m. on 13 January 2017. A purchaser of ZDP Shares after this time will not be 
entitled to make an Election under the Continuation Offer. 
 
The Record Date, being the date for determining which ZDP Shareholders are 
entitled to participate in the Continuation Offer, is 5.00 p.m. on 31 January 
2017. 
 
The ZDP Shares will all be disabled in CREST after close of business on 31 
January 2017 and the existing ISIN number GG00B4W1FT21 (the "Old ISIN") will 
expire. The new ISIN number GG00BYMJ7X48 (the "New ISIN") in respect of the 
ZDP Shares which have not been redeemed will be enabled and available for 
transactions from and including 1 February 2017. 
 
Up to and including 31 January 2017, ZDP Shares will be traded under the Old 
ISIN and, as such, a purchaser of such ZDP Shares should confirm with the 
seller whether the ZDP Shares being purchased have been elected for the 
Continuation Offer. Absent such confirmation, the buyer would have a market 
claim for the equivalent of the redemption proceeds of such ZDP Shares. 
 
CREST will automatically transform any open transactions as at the close of 
business on 31 January 2017 into the New ISIN. 
 
If ZDP Shareholders dispose of their ZDP Shares otherwise than through the 
London Stock Exchange, they must make their own arrangements with the other 
parties concerned as regards entitlement under the Continuation Offer. 
 
5.4 Share certificates and payment of cash entitlements 
 
The Cash Option 
 
Existing certificates in respect of ZDP Shares in respect of which elections 
are deemed to have been received for the Cash Option will cease to be of value 
for any purpose on the Effective Date, and any existing credit of such ZDP 
Shares in any stock account in CREST will be cancelled. 
 
If the Proposals become effective, cheques or BACS payments in respect of the 
2017 Final Capital Entitlements due to ZDP Shareholders who are deemed to have 
elected for the Cash Option are expected to be despatched by the Receiving 
Agent on 3 February 2017. 
 
All documents and remittances despatched to or from ZDP Shareholders or their 
appointed agents in connection with the Proposals will be despatched at 
Shareholders' own risk and no acknowledgement will be issued for receipt of 
Forms of Election or TTE Instructions. 
 
The Continuation Option 
 
ZDP Shareholders who hold their ZDP Shares in certificated form and who elect 
for the Continuation Option will receive replacement certificates in respect of 
their ZDP Shares. Existing certificates in respect of ZDP Shares in respect of 
which elections are made for the Continuation Option will cease to be of value 
for any purpose, and any existing credit of such ZDP Shares in any stock 
account in CREST will be cancelled, following the despatch to ZDP Shareholders 
of share certificates in respect of the continuing ZDP Shares (or, in the case 
of ZDP Shareholders previously holding their ZDP Shares in uncertificated form, 
the appropriate stock accounts in CREST of such ZDP Shareholders are credited 
with their respective entitlements to continuing ZDP Shares). 
 
5.5 Overseas Shareholders 
 
ZDP Shareholders who are Overseas Shareholders will not receive a Form of 
Election and will (unless the Directors determine otherwise) receive their 2017 
Final Capital Entitlement in cash in respect of their entire holding of ZDP 
Shares, unless they have satisfied the Directors that it is lawful for the 
Continuation Offer to be made and for the Continuation Option to be accepted by 
them under any relevant overseas laws and regulations. 
 
5.6 Taxation 
 
The attention of ZDP Shareholders is drawn to the Taxation section of the 
Circular which sets out a general guide to certain aspects of current UK and 
Guernsey taxation law and HMRC published practice. 
 
6. Adoption of New Articles 
 
It is proposed that, with effect from the Effective Date, the Company adopts 
the New Articles in replacement of the Existing Articles. The New Articles will 
set out the amended rights of the ZDP Shares as provided for by the Proposals. 
 
The New Articles will also make certain other changes from the existing 
Articles to reflect recent changes in Guernsey company law and to update them 
generally. 
 
The amended rights of the ZDP Shares as set out in the New Articles are 
described in full in the Circular. The New Articles are summarised in their 
entirety in the Prospectus. The Existing Articles and the New Articles 
(including a comparison document showing the changes between the two) are 
available for inspection as set out in the Circular. 
 
7. The Issues 
 
The Initial Placing of New ZDP Shares is intended to allow the Company to 
maintain its existing capital structure following the implementation of the 
Proposals, through the issue of New ZDP Shares to replace those ZDP Shares in 
respect of which elections are deemed to be made for the Cash Option. 
 
The Directors also believe that it is in the interests of the Company for 
existing Shareholders and new investors to have the opportunity to subscribe 
for further Ordinary Shares. The Company is therefore proposing the Initial 
Placing and Offer of New Ordinary Shares, and the Placing Programme which is 
designed to enable the Company to satisfy subsequent demand for New Ordinary 
Shares and New ZDP Shares. To the extent that there are applications for New 
Ordinary Shares under the Initial Placing and Offer, the Company will have the 
ability to issue additional New ZDP Shares under the Initial Placing to allow 
the Company to maintain its existing capital structure following the 
implementation of the Proposals. 
 
It is the Company's intention to target an Initial Placing and Offer size that 
will maintain the current balance of the Company's capital structure. The ratio 
of Ordinary Shares to ZDP Shares currently in issue is 1 : 1.3423134 (the 

"Target Ratio") and, following completion of the Continuation Offer and the 
Initial Placing and Offer, the Company intends to approximately maintain the 
Target Ratio. The number of New ZDP Shares that may be issued under the Initial 
Placing is limited accordingly. The Directors have no present intention to 
issue further New ZDP Shares after Admission of the Initial Placing and Offer 
Shares except to the extent that, following the Effective Date, the number of 
ZDP Shares for each Ordinary Share in issue is less than the Target Ratio 
(meaning that the gearing on the Ordinary Shares is less than intended). The 
Directors also reserve the ability to issue further ZDP Shares on an ongoing 
basis under the Placing Programme (subject to the Cover Test). 
 
In planning the proposed capital structure of the Company, the Directors have 
had regard to the requirement to maintain a balance between, on the one hand, 
the objective of providing a competitive yield and security of repayment for 
the ZDP Shareholders and, on the other hand, the objective of providing 
Ordinary Shareholders with a high level of income coupled with capital growth 
over the long-term. 
 
The Initial Issue Price per New Ordinary Share will be determined by the 
Company as the price equal to the cum-income Net Asset Value per Ordinary Share 
on the Calculation Date plus a 1 per cent. premium. 
 
The Initial Issue Price per New ZDP Share will be determined by the Company. 
 
The Company may only issue New ZDP Shares under the Placing Programme in 
circumstances where, immediately following such issue (i) the Cover Test is 
met; or (ii) Cover is otherwise increased. 
 
At the Extraordinary General Meeting, the Company is seeking approval from 
Shareholders to issue New Ordinary Shares and New ZDP Shares on a 
non-pre-emptive basis, subject to certain parameters. These authorities are 
intended to allow the Initial Placing and Offer to be undertaken and, 
thereafter, to allow the Company to issue Shares under the Placing Programme. 
 
Further details of the Issues are set out in the Prospectus. 
 
8. Conditions to the Proposals 
 
8.1 The Continuation Offer is conditional upon: 
 
8.1.1 the passing of the Resolutions to be proposed at the ZDP Class Meeting, 
the Ordinary Class Meeting and the Extraordinary General Meeting and upon any 
conditions of such Resolutions being satisfied; and 
 
8.1.2 the Minimum ZDP Class Size being achieved. 
 
8.2 In addition to the conditions set out above, the Initial Placing and Offer 
is conditional, inter alia, on: 
 
8.2.1 the Placing and Offer Agreement becoming wholly unconditional (save as to 
Admission of the Initial Placing and Offer Shares) and not having been 
terminated in accordance with its terms prior to such Admission; and 
 
8.2.2 Admission of the Initial Placing and Offer Shares occurring by 8.00 a.m. 
on 1 February 2017 (or such later date as the Company and Numis may agree in 
writing, being not later than 8.00 a.m. on 28 February 2017). 
 
8.3 In addition to the conditions set out above, the Placing Programme is 
conditional, inter alia, on: 
 
8.3.1 the Placing and Offer Agreement not having been terminated in accordance 
with its terms prior to the Admission of the New Shares issued pursuant to such 
issue under the Placing Programme; 
 
8.3.2 the Placing Programme Price being determined by the Directors as 
described in the Prospectus; 
 
8.3.3 in respect of any issue of New ZDP Shares, immediately following such 
issue (i) the Cover Test would be met, or (ii) Cover would be otherwise 
increased; 
 
8.3.4 Admission of the New Shares issued pursuant to such issue under the 
Placing Programme; and 
 
8.3.5 a valid prospectus being published by the Company if such is required by 
the Prospectus Rules. 
 
9. Costs of the Proposals 
 
The Company estimates that it will incur costs of approximately GBP390,000 in 
respect of the development and implementation of the Proposals. 
 
The Company will also incur variable costs in connection with the Issues, which 
includes commission payable to Numis, which will increase in line with the 
total amount raised pursuant to the Issues. 
 
It is expected that these costs will be substantively covered by the premium 
generated on issuing the New Ordinary Shares (and potentially the New ZDP 
Shares) at the Initial Issue Prices. 
 
10. Certain considerations relating to the Proposals 
 
The implementation of, and an Election for the Continuation Offer under, the 
Proposals carry with them certain considerations for Shareholders as described 
below: 
 
·          ZDP Shareholders will need to consider the tax consequences of the 
Proposals, based on their particular circumstances. As described in the 
Circular, UK resident ZDP Shareholders who are deemed to elect for the Cash 
Option will generally be treated as a making a disposal of their existing ZDP 
Shares and may incur a tax liability as a result. Similarly, ZDP Shareholders 
who elect to continue some or all of their entitlement in the ZDP Shares may 
incur tax liabilities on any subsequent disposal of their ZDP Shares. 
Shareholders who are in any doubt as to the tax consequences of the Proposals 
should seek independent professional advice. ZDP Shareholders who elect to 
continue their investment in the ZDP Shares pursuant to the Continuation Offer 
should not generally be treated as making a disposal for the purposes of UK 
taxation of chargeable gains as a result of doing so; 
 
·          the default option under the Continuation Offer is for a ZDP 
Shareholder to receive the 2017 Final Capital Entitlement in cash on 31 January 
2017. ZDP Shareholders making no Election under the Continuation Offer will 
therefore receive cash; 
 
·          the ZDP Shares are designed to be held over the long-term and may 
not be suitable as short-term investments. There can be no guarantee that any 
appreciation in the value of the Company's investments will occur and investors 
may not get back the full value of their investment. The past performance of 
the Company is not a guide to the future performance of the Company; 
 
·          there can be no guarantee that the investment objective of the 
Company will be achieved. A failure to meet the investment objective may have a 
material adverse effect on the ability of the Company to pay the 2022 Final 
Capital Entitlement in full on 28 February 2022; 
 
·          the ZDP Shares rank prior to the Ordinary Shares in respect of the 
Final Capital Entitlement, save in respect of any undistributed income of the 
Company standing to the credit of the Company's accounting revenue reserves. 
Although that is the case, on a return of assets, including the winding-up of 
the Company, ZDP Shareholders would only receive payment if there are 
sufficient assets of the Company and having regard to all other unsecured 
liabilities of the Company. ZDP Shares are not a secured, protected or 
guaranteed investment; and 
 
·          Ordinary Shareholders should be aware that the level of gearing 
afforded by the ZDP Shares may change depending on the results of the 
Proposals. To the extent that existing ZDP Shareholders do not elect to 
continue their investment in ZDP Shares, the Company will seek to issue New ZDP 
Shares to rebalance the Company's gearing as indicated at paragraph 7 above. 
However, there can be no guarantee that the Issues will be successful. In the 
event that materially fewer ZDP Shares remain in issue following the Effective 
Date, the gearing, and therefore revenue earnings per Ordinary Share, may be 
materially less than historically. This may result in the dividend yield of the 
Ordinary Shares being materially lower than historically. In such an event the 
Board may consider proposals for increasing the gearing of the Company 
otherwise than by the ZDP Shares. 
 
The choice between the Options available under the Continuation Offer will be a 
matter for each ZDP Shareholder to decide and will be influenced by their 
individual circumstances and investment objectives. ZDP Shareholders should, 
before making any Election, read carefully the information on the Options in 
this document and the accompanying Prospectus in relation to the Company. 
 
Shareholders who are in any doubt as to the contents of this document or as to 
the action to be taken should immediately seek their own personal financial 
advice from their independent professional adviser authorised under the 
Financial Services and Markets Act 2000. 
 
11. The Meetings 
 
The implementation of the Proposals requires Shareholder approval at the 
following Meetings: 
 
·          the passing by ZDP Shareholders of the ordinary resolution to be 
proposed at the ZDP Class Meeting; 
 
·          the passing by Ordinary Shareholders of the special resolution to be 
proposed at the Ordinary Class Meeting; and 
 
·          the passing by Ordinary Shareholders and ZDP Shareholders (voting 
together) of Resolution 1, and by Ordinary Shareholders alone of Resolutions 2 
to 7 (inclusive) to be proposed at the Extraordinary General Meeting. 
 
Notices of the ZDP Class Meeting, the Ordinary Class Meeting and the 
Extraordinary General Meeting, which have been convened for 20 December 2016, 
are set out in the Circular. 
 
12. Expected timetable 
 
                                                                                  2016 
 
Latest date for receipt of forms of proxy                                  16 December 
 
ZDP Class Meeting                                             2.00 p.m. on 20 December 
 
Ordinary Class Meeting*                                       2.05 p.m. on 20 December 
 
Extraordinary General Meeting*                                2.10 p.m. on 20 December 
 
Publication of the results of the Meetings                                 20 December 
 
                                                                                  2017 
 
Latest time and date for receipt of the                        5.00 p.m. on 13 January 
Forms of Election or TTE Instructions from 
ZDP Shareholders in respect of the 
Continuation Offer* 

 
Latest time and date for receipt of                           11.00 a.m. on 20 January 
Application Forms under the Offer for 
Subscription 
 
Calculation Date                                                            25 January 
 
Publication of the Initial Issue Prices                                     27 January 
 
Latest time and date for receipt of                           11.00 a.m. on 27 January 
commitments under the Initial Placing 
 
Record Date for entitlement to the                             5.00 p.m. on 31 January 
Continuation Offer 
 
Publication of the results of the                                           31 January 
Continuation Offer and the Initial Placing 
and Offer 
 
Effective Date of the Proposals                                             31 January 
 
Admission and dealings in the Initial                          8.00 a.m. on 1 February 
Placing and Offer Shares commence 
 
CREST accounts of ZDP Shareholders who     as soon as practicable after 8.00 a.m. on 1 
elect for the Continuation Option credited                                    February 
with amended ZDP Shares (for holders in 
uncertificated form) 
 
Consideration expected to be despatched to                                  3 February 
ZDP Shareholders who are deemed to have 
elected for the Cash Option via cheque or 
BACS 
 
Despatch of (i) replacement ZDP Share                in the week commencing 6 February 
certificates to ZDP Shareholders who elect 
for the Continuation Option (to holders in 
certificated form) and (ii) despatch of 
certificates for the Initial Placing and 
Offer Shares (for holders in certificated 
form) 
 
 
* Or as soon thereafter as the preceding Meeting concludes or is adjourned. 
 
** ZDP Shareholders who wish to receive the 2017 Final Capital Entitlement in 
respect of their entire holding of ZDP Shares in cash do not need to complete a 
Form of Election or send a TTE Instruction and will be deemed to have elected 
for the Cash Option. 
 
All of the times and dates in the expected timetable may be extended or brought 
forward without further notice. If any of the above times and/or dates change 
materially, the revised time(s) and/or date(s) will be notified to Shareholders 
by an announcement through a Regulatory Information Service provider. 
 
All references to time in this document are to UK time. 
 
13. Notes 
 
1 Of which, 1,275,972 Ordinary Shares and 1,712,757 ZDP Shares are held in 
treasury. 
 
2 Based on the Initial NAV per ZDP Share on the Effective Date, being 138 
pence. The Initial Issue Price per New ZDP Share under the Issues may differ 
from the indicative issue price available under the Continuation Offer. 
 
3 Based on the Initial NAV per ZDP Share on the Effective Date, being 138 
pence, and therefore represents the prospective return for ZDP Shareholders 
under the Continuation Offer. The Initial Issue Price per New ZDP Share under 
the Issues, and therefore the prospective return under the Initial Placing, may 
differ. 
 
4 Capitalised terms used but not defined in this announcement will have the 
same meaning as set out in the Circular dated 29 November 2016. 
 
5 A copy of the Circular and Prospectus will shortly be submitted to the 
National Storage Mechanism and will be available for inspection at 
www.morningstar.co.uk/uk/NSM. 
 
 
 
END 
 

(END) Dow Jones Newswires

November 29, 2016 06:55 ET (11:55 GMT)