Premier Energy and Water Trust Plc - PublicationofCircular,PostingAnnualReport&noticeAGM&GM

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:

1. 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.

2. 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

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