Recommended proposals for merger

 
TIDMEPG TIDMAOT 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR 
INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE 
UNITED STATES OF AMERICA OR ANY JURISDICTION IN WHICH THE SAME COULD BE UNLAWFUL 
OR TO US PERSONS.  THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN 
OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN AUSTRALIA, 
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES 
OF AMERICA. 
 
EP GLOBAL OPPORTUNITIES TRUST PLC 
 
4 February 2011 
 
RECOMMENDED PROPOSALS FOR THE MERGER OF EP GLOBAL OPPORTUNITIES TRUST PLC AND 
ANGLO & OVERSEAS PLC AND RELATED MATTERS 
 
Introduction 
 
The Board is pleased to announce that it has reached agreement in principle 
with Anglo & Overseas Plc ("Anglo") in respect of a merger of the assets of the 
two companies to be effected through a scheme of reconstruction and winding up 
of Anglo (the "Proposals"). The Company announces that it has today published a 
Prospectus and a Circular in connection with the recommended proposals for the 
reconstruction and winding up of Anglo. The Circular and Prospectus and Anglo 
Circular provide further details of the Proposals, which, inter alia, are 
conditional on the approval by both Shareholders and Anglo Shareholders. 
 
The Board believes that the Anglo Scheme represents an opportunity to: 
 
  * acquire a high quality investment portfolio which is complementary to the 
    Company's existing portfolio; 
 
  * increase the size of the Company significantly in a cost efficient manner; 
 
  * further increase the Company's market capitalisation, thereby enabling the 
    Company to attract a wider range of investors which, in turn, should 
    improve the liquidity in the Ordinary Shares; and 
 
  * reduce the Company's fixed operating costs as a percentage of Shareholders' 
    funds. 
 
The Anglo Scheme 
 
Pursuant to the terms of the Anglo Scheme, Anglo Shareholders may: 
 
  * elect to receive New Ordinary Shares to be issued by the Company (the 
    "Rollover Option"); 
 
  * elect to receive cash in respect of their investment in Anglo (the "Cash 
    Option"); or 
 
  * elect for a combination of the above options. 
 
Anglo Shareholders who do not make a valid election under the Scheme will be 
deemed to have elected for the Rollover Option, other than Overseas Anglo 
Shareholders who shall be deemed to have elected for the Cash Option. 
 
The Anglo Scheme is subject to, amongst other things, the approval of Anglo 
Shareholders and the approval of the Proposals by the Shareholders of the 
Company. 
 
If the Proposals are implemented, the Company will acquire that part of the 
undertaking of Anglo which represents the interests of Anglo Shareholders who 
elect, or are deemed to have elected, for New Ordinary Shares. The 
consideration for such acquisition will be satisfied by the issue by the 
Company of New Ordinary Shares to those Anglo Shareholders who elect, or are 
deemed to have elected, for the Rollover Option. 
 
The assets to be transferred to the Company will primarily comprise investments 
in shares of publicly quoted companies worldwide, cash and near cash assets 
which are in accordance with the Company's investment policy. As at 2 February 
2011, Anglo had unaudited total assets of GBP87.2 million. Of those assets, 98.6 
per cent. were invested in quoted securities and the balance was held in cash 
and near-cash assets. 
 
As at 2 February 2011, Anglo's portfolio comprised 40 investments with an 
aggregate value, at their closing bid prices on that date, of GBP85.9 million. 
 
Formula asset value, the Cash Option and the Rollover Option 
 
The formula asset value of Anglo (which will determine Anglo Shareholders' 
entitlements to both New Ordinary Shares and cash) will be equal to the net 
asset value of Anglo as at the Calculation Date (which is expected to be close 
of business on 7 March 2011) after providing for all of Anglo's liabilities 
(including the costs incurred by Anglo in implementing the Proposals and the 
contribution of up to GBP440,000 in respect of the Company's costs in 
implementing the Proposals) other than the Anglo Management Agreement 
Termination Costs and any stamp duty or stamp duty reserve tax payable on the 
transfer of the assets comprising the Rollover Fund from Anglo to the Company 
(the "Anglo FAV"). 
 
Following the calculation of the Anglo FAV, Anglo will allocate the Anglo FAV 
between those Anglo Shareholders who have elected, or are deemed to have 
elected, for the Cash Option and the Rollover Option respectively pro rata 
according to such elections or deemed elections. 
 
The Cash Option 
 
The cash entitlement of Anglo Shareholders who elect, or are deemed to have 
elected, for the Cash Option will be equal to that proportion of the Anglo FAV 
which is attributable to such Anglo Shareholders less (i) the Anglo Management 
Agreement Termination Costs; and (ii) an exit charge of 0.25 per cent. of the 
proportion of the Anglo FAV which is attributable to those Anglo Shareholders 
who have elected, or are deemed to have elected, for the Cash Option (the 
"Anglo Cash Exit Charge"). 
 
The Rollover Option 
 
The number of New Ordinary Shares to be issued to Anglo Shareholders who elect, 
or are deemed to have elected, for the Rollover Option will be based on the 
adjusted Net Asset Value of an Ordinary Share (the "FAV per Ordinary Share") 
and the adjusted attributable Anglo FAV of an Anglo Share in respect of which 
an election for the Rollover Option is made or deemed to have been made (the 
"Rollover FAV per Anglo Share"). 
 
The Rollover FAV per Anglo Share will be equal to that proportion of the Anglo 
FAV which is attributable to those Anglo Shareholders who have elected, or are 
deemed to have elected, for the Rollover Option plus the Anglo Cash Exit Charge 
less any stamp duty or stamp duty reserve tax payable on the transfer of the 
assets comprising the Rollover Fund from Anglo to the Company divided by the 
number of Anglo Shares in respect of which an election has been made, or is 
deemed to have been made, for the Rollover Option. 
 
The FAV per Ordinary Share and the Rollover FAV per Anglo Share will be 
calculated using each company's respective accounting policies (which are 
substantially similar). Investments which are listed, quoted or traded on a 
recognised stock exchange will be valued by reference to the bid price on the 
principal stock exchange where the relevant investment is listed, quoted or 
dealt. Unquoted investments will be valued at their fair value as determined by 
the Directors (in the case of investments held by the Company) or at their fair 
value as determined by the Anglo directors (in the case of investments held by 
Anglo). 
 
The FAV per Ordinary Share will be the Net Asset Value of an Ordinary Share 
adjusted to reflect the deduction in respect of the Interim Dividend (once 
determined and declared and which Anglo Shareholders electing for the Rollover 
Option will not receive in respect of their New Ordinary Shares) and the costs 
and expenses of the Proposals to be borne by the Company to the extent (if any) 
that these exceed the cost contribution and payment of stamp duty and/or stamp 
duty reserve tax to be made by Anglo. 
 
Anglo Shareholders electing, or deemed to have elected, for the Rollover Option 
will be issued such number of New Ordinary Shares in the Company as have a 
value (at the FAV per Ordinary Share) equal to the value (at the Rollover FAV 
per Anglo Share) of their Anglo Shares so elected. 
 
The issue price of the New Ordinary Shares, the number of New Ordinary Shares 
to be issued pursuant to the Anglo Scheme, the FAV per Ordinary Share and the 
Rollover FAV per Anglo Share will be announced through a Regulatory Information 
Service as soon as practicable following the Calculation Date. 
 
The New Ordinary Shares will rank equally in all respects with the existing 
issued Ordinary Shares (save that the New Ordinary Shares will not qualify for 
the Interim Dividend in respect of the year to 31 December 2010 expected to be 
paid by the Company in March 2011). 
 
For illustrative purposes only, had the Calculation Date been 2 February 2011 
and assuming, inter alia, that elections for the Cash Option are made in 
respect of 25 per cent. of the issued shares of Anglo, the FAV per Ordinary 
Share and Rollover FAV per Anglo Share would have been 115.94p and 117.40p 
respectively, and the Proposals would have resulted in the issue of 33,534,182 
New Ordinary Shares to Anglo Shareholders, representing approximately 55.1 per 
cent. of the issued Ordinary Share capital of the Enlarged Company (excluding 
treasury shares). All of these calculations exclude the Interim Dividend and 
any interim dividend which may be declared by Anglo, on, or prior to, the 
Calculation Date. 
 
Amendment to the investment management fee arrangements 
 
As part of the Proposals Anglo will pay to the Investment Manager a termination 
fee calculated at 0.5 per cent. of that part of the market capitalisation of 
Anglo in respect of which Elections have been, or are deemed to have been, made 
for the Cash Option plus GBP116,337 (to reflect the current annual administration 
fee payable by Anglo to the Investment Manager). The Investment Manager has 
agreed to reduce the fees payable by the Company following implementation of 
the Proposals by a one-off amount equal to the termination payment it receives 
from Anglo. For illustrative purposes only, based on, inter alia, the 
assumption that Elections for the Rollover Option are made in respect of 75 per 
cent. of the issued Anglo Shares and had the Calculation Date been 2 February 
2011 this reduction in management fees would have amounted to approximately 
GBP210,000. 
 
Conditional on, and with effect from, the Proposals becoming effective, it is 
proposed that the management fee arrangements which the Company has with the 
Investment Manager be amended by reducing the amount of the management fee 
payable in certain circumstances. Currently, the Investment Manager receives a 
management fee equal to 0.75 per cent. per annum (payable quarterly in arrears) 
of the average month-end market capitalisation of the issued ordinary shares 
(excluding treasury shares) during the relevant calendar quarter. Subject to 
the Proposals becoming effective, it is proposed that the management fee be 
reduced to 0.65 per cent. per annum (payable quarterly in arrears) on that part 
of the average month-end market capitalisation of the issued ordinary shares 
(excluding treasury shares) during the relevant calendar quarter which exceeds 
GBP100 million. The management fee which is payable in respect of the market 
capitalisation of the issued ordinary shares (excluding treasury shares) up to 
and including GBP100 million will remain unchanged at 0.75 per cent. per annum. 
This proposed amendment does not affect the annual administration fee which is 
payable by the Company to the Investment Manager. 
 
Proposed Director 
 
It is intended that Giles Weaver (a director of Anglo) will join the Board on 
or around the Effective Date. Mr Weaver (aged 64) will be a non-executive 
director and is independent of the Investment Manager. 
 
Mr Weaver, a chartered accountant, is the senior independent director of Anglo 
and is chairman of the audit committee of Anglo. He is chairman of Helical Bar 
plc, Charter European Trust plc and Tamar European Industrial Fund Ltd and a 
non-executive director of Aberdeen Asset Management plc as well as a number of 
other investment companies. He was formerly executive chairman of Murray 
Johnstone Limited. He was appointed a Director of Anglo on its launch on 21 
June 2005. 
 
Admission and dealings 
 
Applications have been made to the UK Listing Authority for the New Ordinary 
Shares to be admitted to the Official List with a Premium Listing and to the 
London Stock Exchange for the New Ordinary Shares to be admitted to trading on 
the Main Market. If the Anglo Scheme becomes effective, it is expected that the 
New Ordinary Shares will be issued on 10 March 2011, credited as fully paid, 
conditional upon admission to the Official List on 11 March 2011, and that the 
first day of dealings in such shares on the Main Market will be 11 March 2011. 
 
Costs and expenses of the Proposals 
 
The aggregate costs and expenses to be incurred by the Company in connection 
with the Proposals are estimated to be approximately GBP440,000, (including 
irrecoverable VAT but excluding stamp duty and/or stamp duty reserve tax which 
is payable on those assets to be transferred to the Company by Anglo). If the 
Scheme becomes unconditional, Anglo will contribute up to GBP440,000 to the 
Company to meet such costs and the stamp duty and/or stamp duty reserve tax 
will also be borne by Anglo. If the Anglo Scheme does not become effective, the 
Company will bear abort costs estimated at approximately GBP185,000 (including 
irrecoverable VAT). Anglo will meet its own costs associated with the Proposals 
(including certain fees payable on the early termination of the Anglo 
Management Agreement). 
 
General Meeting 
 
A general meeting of the Company, at which the resolution required to enable 
the Company to implement the Proposals will be proposed, has been convened for 
12 noon on 3 March 2011 and will be held at the offices of Dickson Minto W.S.,, 
16 Charlotte Square, Edinburgh EH2 4DF. 
 
Conditions to implementation of the Proposals 
 
The Proposals are conditional upon the: 
 
  * passing of the resolutions to approve the Anglo Scheme at the general 
    meetings of Anglo Shareholders and the Anglo Scheme becoming unconditional; 
 
  * passing of the Resolution, which includes the approval of the issue of the 
    New Ordinary Shares, at the General Meeting which has been convened for 3 
    March 2011; and 
 
  * admission of the New Ordinary Shares to the Official List with a Premium 
    Listing and to the Main Market. 
 
If any of these conditions is not satisfied by 30 April 2011, no part of the 
Proposals will become effective and no New Ordinary Shares will be issued. 
 
Overseas investors 
 
The ability for Anglo Shareholders with a registered address in New Zealand 
("New Zealand Anglo Shareholders") to participate in the Rollover Option is 
conditional on the Company being granted a specific exemption by the New 
Zealand Securities Commission from certain provisions of the New Zealand 
Securities Act 1978 and the Securities Regulations 2009. It is expected that 
such exemption will be published in the New Zealand Gazette on 7 February 2011 
(New Zealand time) at which time the exemption will become effective. 
Notwithstanding any other provision of this document, until that exemption has 
been published in the New Zealand Gazette, New Zealand Anglo Shareholders will 
not be entitled to elect, nor be deemed to have elected, to receive New 
Ordinary Shares and will instead be treated as Overseas Anglo Shareholders for 
the purposes of the Scheme. 
 
Expected timetable 
 
                                                                         2011 
 
Interim Dividend declared                                         23 February 
 
Latest time and date for Anglo Shareholders              5.00 p.m. on 1 March 
to elect for the Cash Option under the Anglo 
Scheme 
 
First general meeting of Anglo                          11.00 a.m. on 3 March 
 
General Meeting of the Company                             12 noon on 3 March 
 
Record date for Interim Dividend                                      4 March 
 
Calculation Date                                 close of business on 7 March 
 
Effective Date of the Anglo Scheme                                   10 March 
 
Admission and dealings commence in New                  8.00 a.m. on 11 March 
Ordinary Shares and CREST accounts credited 
in respect of New Ordinary Shares issued in 
certificated form 
 
Certificates despatched in respect of New            Week commencing 14 March 
Ordinary Shares issued in certificated form 
 
Payment date for Interim Dividend                                    18 March 
 
Notes: 
 
1. The dates set out in the expected timetable above may be adjusted by the 
Company, in which event details of the new dates will be notified to the UK 
Listing Authority and the London Stock Exchange and an announcement will be 
made through a Regulatory Information Service that is on the list of regulatory 
information services maintained by the Financial Services Authority. 
 
2.  All references to time in this announcement are to London time. 
 
Availability of the Circular and Prospectus 
 
A copy of the Circular and the Prospectus will be available for inspection at 
the National Storage Mechanism, which is located at www.hemscott.com/nsm.do. 
 
Enquiries 
 
Kenneth Greig            Edinburgh Partners Limited        0131 270 3800 
 
Notes 
 
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by 
the FSA, is acting for the Company and for no-one else in connection with the 
Proposals, and will not be responsible to anyone other than the Company for 
providing the protections afforded to customers of Dickson Minto W.S. or for 
providing advice to any other person in relation to the Proposals or any other 
matter referred to in this announcement. 
 
This announcement is for information purposes only and does not purport to be 
full or complete and any decision regarding the Proposals should be made only 
on the basis of the Circular and the Prospectus. 
 
This announcement does not constitute or form part of any offer to issue or 
sell, or any solicitation of any offer to subscribe or purchase, any investment 
in any jurisdiction, nor shall it (or the fact of its distribution) form the 
basis of, or be relied on in connection with, any contract therefor. 
 
The issue and the distribution of this announcement, the Circular and the 
Prospectus in certain jurisdictions may be restricted by law and persons into 
whose possession any document or other information referred to in this 
announcement, the Circular or the Prospectus comes should inform themselves 
about and observe any such restriction.  Any failure to comply with these 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. 
 
Definitions 
 
The definitions set out below apply in this announcement unless the context 
otherwise requires. 
 
"Admission"      admission of the New Ordinary Shares to the Official List with 
                 a Premium Listing and to trading on the Main Market 
 
"Anglo"          Anglo & Overseas Plc, a company incorporated in England and 
                 Wales with registered number 5451176 whose registered office 
                 is at 51 New North Road, Exeter, Devon EX4 4EP 
 
"Anglo Circular" the circular sent to Anglo Shareholders dated 4 February 2011 
                 containing details of the Anglo Scheme 
 
"Anglo FAV"      means the formula asset value of Anglo calculated as at the 
                 Calculation Date in accordance with the Anglo Scheme 
 
"Anglo           the liquidators of Anglo to be appointed pursuant to a 
Liquidators"     resolution to be passed by the Anglo Shareholders at a general 
                 meeting to be held on 10 March 2011 
 
"Anglo           the investment management agreement between Anglo and 
Management       Edinburgh Partners dated 23 June 2005 
Agreement" 
 
"Anglo           the costs payable by Anglo as a result of the termination by 
Management       it of the Anglo Management Agreement 
Agreement 
Termination 
Costs" 
 
"Anglo           holders of Anglo Shares 
Shareholders" 
 
"Anglo Shares"   ordinary shares of 10p each in the capital of Anglo 
 
"Board" or       the directors of the Company 
"Directors" 
 
"Calculation     the time and date on which the value of Anglo's assets and the 
Date"            Company's assets will be calculated for the purposes of the 
                 Scheme and the Proposals (which is expected to be close of 
                 business on 7 March 2011) 
 
"Cash Option"    the option for Anglo Shareholders to elect to receive cash in 
                 respect of some or all of their holding of Anglo Shares under 
                 the Anglo Scheme 
 
"certificated"   not in uncertificated form 
or "in 
certificated 
form" 
 
"Company"        EP Global Opportunities Trust plc, a company incorporated in 
                 Scotland with registered number SC259207 whose registered 
                 office is at 12 Charlotte Square, Edinburgh EH2 4DJ 
 
"CREST"          The system for the paperless settlement of trades in 
                 securities and the holding of uncertificated securities 
                 operated by Euroclear UK & Ireland Limited in accordance with 
                 the CREST Regulations 
 
"CREST           the Uncertificated Securities Regulations 2001 (SI 2001/3755) 
Regulations"     (as amended) 
 
"EEA States"     the member states of the European Economic Area 
 
"Effective Date" the date on which the Anglo Scheme becomes effective (which is 
                 expected to be 10 March 2011) 
 
"Election"       an election under the Anglo Scheme for the Cash Option or the 
                 Rollover Option or a combination of these options, as the case 
                 may be, in respect of Anglo Shares (including, where relevant, 
                 a deemed election) 
 
"FAV"            the formula asset value of Anglo and the Company respectively 
                 on the Calculation Date, calculated in accordance with the 
                 Scheme 
 
"General Meeting" the general meeting of the Company convened for 12 noon on 3 
                 March 2011 or any adjournment of that meeting 
 
"Interim         the interim dividend in respect of the year to 31 December 
Dividend"        2010 expected to be paid by the Company in March 2011 
 
"Investment      Edinburgh Partners Limited, 12 Charlotte Square, Edinburgh EH2 
Manager", or     4DJ 
"Edinburgh 
Partners" 
 
"Issue"          the allotment and issue of New Ordinary Shares pursuant to the 
                 Proposals 
 
"London Stock    London Stock Exchange plc 
Exchange" 
 
"Main Market"    the London Stock Exchange's main market for listed securities 
 
"NAV" or "Net    in relation to a share, means its net asset value on the 
Asset Value"     relevant date calculated on the basis of the relevant 
                 company's normal accounting policies 
 
"New Ordinary    new ordinary shares of 1p each in the capital of the Company 
Shares" 
 
"Official List"  the official list of the UK Listing Authority 
 
"Ordinary Shares" ordinary shares of 1p each in the capital of the Company 
 
 
"Overseas Anglo  Anglo Shareholders who have a registered address outside the 
Shareholders"    EEA States, the Channel Islands, the Isle of Man and New 
                 Zealand or who are resident in, or citizens or nationals of, 
                 jurisdictions outside the EEA States, the Channel Islands, the 
                 Isle of Man and New Zealand 
 
"Premium         a listing on the premium segment of the Official List 
Listing" 
 
"Proposals"      the proposals for (i) the issue of New Ordinary Shares 
                 pursuant to the Anglo Scheme; (ii) the amendment to the 
                 investment management fee arrangements with the Investment 
                 Manager; (iii) the grant of an authority to purchase Ordinary 
                 Shares; and (iv) all ancillary matters 
 
"Proposed        Christopher Giles Herron Weaver 
Director" 
 
"Prospectus"     the prospectus published by the Company in connection with the 
                 issue of the New Ordinary Shares and dated 4 February 2011 
 
"Regulatory      a regulatory information service that is on the list of 
Information      regulatory information services maintained by the Financial 
Service"         Services Authority 
 
"Rollover Fund"  the pool of assets to be established by Anglo under the Scheme 
                 to be transferred to the Company pursuant to the Transfer 
                 Agreement 
 
"Rollover Option" the option for Anglo Shareholders to roll-over their 
                 investment into the Company in accordance with the Scheme 
 
"Scheme" or      the scheme of reconstruction and voluntary winding up of Anglo 
"Anglo Scheme"   under section 110 of the Insolvency Act 1986 
 
"Shareholders"   holders of Ordinary Shares 
 
"Transfer        the agreement proposed to be entered into on or about the 
Agreement"       Effective Date among, inter alia, the Anglo Liquidators (in 
                 their personal capacity and on behalf of Anglo) and the 
                 Company 
 
"UK" or "United  the United Kingdom of Great Britain and Northern Ireland 
Kingdom" 
 
"UK Listing      the Financial Services Authority acting in its capacity as the 
Authority"       competent authority for listing for the purposes of Part VI of 
                 the Financial Services and Markets Act 2000 (as amended) 
 
"uncertificated" recorded in the register of members of the Company as being in 
or "in           uncertificated form in CREST and title to which may be 
uncertificated   transferred by means of CREST 
form" 
 
"VAT"            value added tax 
 
 
 
 
END