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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Prem. Abs. | LSE:PABI | London | Ordinary Share | GB0001827590 | ORD INC SHS 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.38 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
FOR IMMEDIATE RELEASE Premier Absolute Growth & Income Trust plc ("the Company") 9 October 2007 Proposals for the winding-up of the Company The Board is today announcing recommended proposals for the winding-up of the Company and of its subsidiary PAGIT Securities Limited. In view of the weighted voting rights which are attached to the Shares for the purposes of the winding up resolution, the Company will be wound up on 8 November 2007. Background Under the Articles of Association, the Board is required to convene a GM if all of the Preferred Income Shares have not been redeemed at the option of the Directors on or before 8 November 2007. As there is no prospect of all of the Preferred Income Shares being redeemed on or before 8 November 2007, the Proposals have been made in order to comply with the Articles of Association. Entitlements on a winding-up On a winding-up, after the payment of all debts and satisfying all other liabilities of the Company, the holders of the Preferred Income Shares are entitled to receive an amount equal to 80p per Preferred Income Share increased daily at such compound rate as would give a final entitlement of 100p on 8 November 2007, together with a sum equal to all arrears and accruals (if any) of the cumulative preferred dividend of the Preferred Income Shares. The holders of Ordinary Income Shares are entitled to receive surplus assets of the Company available for distribution after payment of all debts and satisfying all other liabilities of the Company and satisfying the entitlements of the holders of Preferred Income Shares. The ZDP Shares, which are issued by the Company's subsidiary, PAGIT Securities, rank ahead of the Preferred Income Shares and the Ordinary Income Shares on a winding-up of PAGIT Securities. It is anticipated that PAGIT Securities will also be wound-up on 8 November 2007 at which point each ZDP Share will be entitled to its final capital entitlement of 182.84708p (representing an aggregate entitlement of £14.68 million). Under arrangements between the Company and PAGIT Securities contained in the Loan Note and the Subscription Agreement, on a winding-up, the Company is obliged to pay such amount to PAGIT Securities as is required to satisfy in full the capital entitlement of the holders of ZDP Shares, or, to the extent the Company does not have sufficient assets to satisfy such entitlement in full, the Company shall pay to PAGIT Securities all of its remaining assets after payment of all other creditors. As at the date of this document, it is uncertain whether the Preferred Income Shareholders will receive any distribution on the liquidation of the Company, at least initially. There is no realistic prospect of the Ordinary Income Shareholders receiving any distribution pursuant to the winding-up of the Company. For illustrative purposes, the net assets of the Company as at 30 September 2007 published on 3 October 2007 (being the latest practicable date prior to the printing of this document) were approximately £15.224 million. The amount of these net assets takes into account the anticipated costs of liquidating both the Company and PAGIT Securities (estimated at £200,000) as well as the retentions anticipated to be required by the Liquidators (to meet contingent and unknown liabilities) of £150,000 and £25,000 respectively for each of the companies. The net asset figure does not recognise any future recovery of VAT (see below). If the net assets remained at this level upon the liquidation of the Company and PAGIT Securities then Shareholders would receive the following initial distributions: Preferred Income Shares 3.01p Ordinary Income Shares 0p Potential recovery of value added tax PAGIT has made a claim against the Manager and the former manager of PAGIT in respect of VAT borne by PAGIT on management fees. The claim relates to the principle recently established by the European Court of Justice that investment trusts should under pan-European VAT law be regarded as "special investment funds" for the purposes of exemption from VAT on supplies to them of management services. As the application of this principle in a UK context is still being worked out by the UK courts it is unclear what (if any) amounts PAGIT can expect to receive in respect of its claim or when any such amounts might be paid. In the event PAGIT recovers any VAT from the Manager or the former manager and to the extent that there has been a shortfall in satisfying the final capital entitlement of the ZDP Shares, the monies represented by the VAT recovery shall be paid to PAGIT Securities for its liquidators to distribute to the ZDP Shareholders. If there is any remaining amount available then such amount should be available for distribution to the holders of Preferred Income Shares. Dealings Dealings in the Shares on the London Stock Exchange will be suspended at the opening of business on 8 November 2007 and on the same date the listing on the Official List of the UK Listing Authority will be suspended. It is expected that the Shareholders' register will be closed at the close of business on 7 November 2007 and, to be valid, all transfers must be lodged with the Registrars before that time. Expected timetable 2007 6 November Latest time and date for receipt of Forms of Proxy for the GM (10.20 a.m.) 7 November Close of Share registers close business 8 November 8.00 p.m. Suspension of Shares from trading on the London Stock Exchange and suspension of listing on the Official List 8 November 10.20 a.m. GM of the Company and appointment of liquidators 9 November 08.00 a.m. Listing of Shares cancelled 12 November Initial liquidation distribution (if any) General Full details of the Proposals and the notice of extraordinary general meeting of the Company are set out in the Circular which is being despatched to the Company's Shareholders today. Terms used in this announcement shall have the same meaning as in the Circular. Copies of the Circular have been forwarded for publication through the UK Listing Authority and are available at: UKLA Document Viewing Facility The Financial Services Authority 25 The North Colonnade Canary Wharf London, E14 5HS Telephone No (0207) 066 1000 Enquiries Premier Fund Managers Nigel Sidebottom +44 (0)1483 400465 Landsbanki Securities (UK) Limited Paul Fincham/Jonathan Becher +44 (0)20 7426 9000 Landsbanki Securities (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting solely 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 clients of Landsbanki Securities (UK) Limited or for affording advice in relation to the Issue or any matter referred to in this document. END
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