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PUKI Premier UK.Inc

0.60
0.00 (0.00%)
17 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Premier UK.Inc LSE:PUKI London Ordinary Share GB0009696849 INC 0.1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.60 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Proposals for winding-up and reconstruction

31/10/2007 6:03pm

UK Regulatory


    FOR IMMEDIATE RELEASE

Premier UK Dual Return Trust PLC ("the Company")

31 October 2007

Proposals for the voluntary winding-up and reconstruction of the Company

The Board of the Company is today announcing recommended Proposals for the
reconstruction and members' voluntary liquidation of the Company, through a
scheme under section 110 of the Insolvency Act 1986. Under the Proposals, ZDP
Shareholders will be able to elect to receive their entitlement upon the
winding-up of the Company either in cash or to roll over some or all of their
investment into Premier Absolute Growth Fund, a sub-fund within Premier Funds,
an open-ended investment company.

The Proposals have been designed to provide ZDP Shareholders with a choice of
realising their investment or continuing it through a rollover into Premier
Absolute Growth Fund. Shareholders electing to rollover their investment should
not be treated as triggering a gain or loss for capital gains tax purposes at
this time.

Background

The Articles provide for the Company to be wound-up on 30 November 2007, or for
there to be a reconstruction of the Company in order to facilitate the returns
to Shareholders as provided for in the Articles. On a winding-up, members'
entitlements will be determined by reference to the Articles, which provide as
follows:

(i) first, holders of Income Shares have the right to be paid an amount equal
to the amount standing to the credit of the Company's revenue reserves (as
reduced by the Final Interim Dividend referred to below), including the amount
of the undistributed revenue profits for the current year of the Company as at
the date of the commencement of winding-up;

(ii) second, holders of ZDP Shares have the right to receive a final capital
entitlement of 175.8p per ZDP Share;

(iii) third, after the payments of capital to holders of ZDP Shares described
in paragraph (ii), above, holders of Income Shares have the right to receive a
final capital entitlement of 2p per Income Share; and

(iv) fourth, holders of Capital Shares have the right to receive the surplus
assets of the Company available for distribution.

Final Interim Dividend

Prior to the Company entering into liquidation, the Directors will declare, in
accordance with the Articles, a Final Interim Dividend to be paid to Income
Shareholders. This dividend will be based on the Directors' best estimate of
the revenue profits (including accumulated revenue reserves) available for
distribution.

The Final Interim Dividend will include a percentage of the amount of VAT
expected to be recovered from the Manager (see below). At the date of this
document, it is expected that the amount of VAT which may be recovered from the
Manager ("VAT Monies") and paid out to Income Shareholders will be
approximately £30,000. A detailed analysis of the VAT Monies will be undertaken
prior to the date of declaration of the Final Interim Dividend.

The Income Shares will be declared "ex" this dividend entitlement on 21
November 2007, the record date for the Final Interim Dividend will be 23
November 2007, and it will be paid on 29 November 2007.

The Proposals

Under the Proposals the Company will be wound up on 30 November 2007. ZDP
Shareholders will be able to elect:

 a. to rollover some or all of their investment into shares in Premier Absolute
    Growth Fund, a sub-fund within Premier Funds, an open-ended investment
    company which aims to provide steady capital growth through investment
    principally in a combination of zero dividend preference shares of quoted
    investment companies and securities which, in the Rollover Manager's
    opinion, are lower risk securities (the "Rollover Option"); and/or
   
 b. to receive cash in the liquidation of the Company (the "Cash Option").
   
Under the Scheme, ZDP Shareholders will be entitled to receive their Scheme
Asset Value per share in respect of their Options. The Scheme Asset Value per
share for these purposes is an amount equal to the amount of cash which would
be available to the Company to pay the final capital entitlement of each ZDP
Share on 30 November 2007 divided by the number of ZDP Shares in issue.

As indicated in the interim report and accounts to 31 May 2007, the ZDP Shares
have been uncovered in respect of their entitlement to assets. For illustrative
purposes, the net assets of the Company as at 26 October 2007 published on 31
October 2007 (being the latest practicable date prior to the printing of this
document) were approximately £23.13 million including revenue reserves of £
217,645 but excluding current period revenues. The amount of these net assets
takes into account the anticipated net costs of liquidating the Company
(estimated at £158,000, taking into account the costs contribution referred to
below) as well as the retention anticipated to be required by the Liquidators
(to meet contingent and unknown liabilities) of £150,000. The net asset figure
includes the sum of £100,000 in respect of the estimated recovery of VAT from
the Manager (see below).

Income Shareholders rank, to the extent of revenue reserves, in priority to ZDP
Shareholders on a winding-up and have the right to be paid an amount equal to
the amount standing to the credit of the Company's revenue reserves, including
the amount of any undistributed revenue profits for the current year of the
Company as at the date of commencement of winding-up. The Final Interim
Dividend will represent substantially all of the Company's revenue as at the
date of payment. To the extent that on 30 November 2007, being the date of
commencement of the winding-up, any sums remain standing to the credit of the
Company's revenue reserves, such amounts will be paid by the liquidators to
holders of Income Shares held as at the Record Date.

As stated above, the ZDP Shares are uncovered in respect of their entitlement
to assets. There is no realistic prospect that there will be sufficient assets
for there to be a further return to Income Shareholders or a return to Capital
Shareholders after the repayment of all liabilities of the Company.

Based on the net assets of the Company above and assuming that there is no
change in those net assets between now and 30 November 2007; that such net
assets were represented solely by cash; that the level of revenue reserves does
not change between now and 30 November 2007; and that shares in the Rollover
Fund were issued at 57.59p (being their issue price as at close of business on
29 October 2007), this would give rise to the following capital payments per
Income Share, Capital Share and per ZDP Share in cash or, in the case of the
ZDP Shares, shares in the Rollover Fund under the Scheme:

For each ZDP Share: 135.37p in cash or 2.327 shares in the Rollover Fund

For each Income Share: 0p in cash

For each Capital Share: 0p in cash

The payments referred to above do not take into account future cash payments to
holders of ZDP Shares. As stated below, in the light of the recent decision
relating to VAT borne by investment trusts on management fees (see below), the
Company is expected to receive a future cash payment in respect of VAT Monies
which will be distributed in part to ZDP Shareholders. At the date of this
document, the net amount to be recovered and distributed to the ZDP
Shareholders is expected to be approximately £70,000.

Due to the short interval between the Calculation Date (29 November 2007) and
the Transfer Date, being the date on which it is anticipated that Premier
Absolute Growth Fund will issue its shares (30 November 2007), ZDP Shareholders
who elect for the Rollover Option will be exposed to any movement over that
interval in the market value of the assets to be transferred as part of the
Rollover Pool. These assets are expected to be principally cash and short-dated
government securities.

In the event that the Scheme Asset Value per share is less than the final
capital entitlement per ZDP Share, the difference per share will be paid in
cash as and when further cash becomes available. Further cash will become
available in the event that any monies in the Liquidation Fund are not required
to meet costs or liabilities of the Company or as a result of the Company's VAT
claim against the Manager and the former manager, further details of which are
set out below.

Shareholders should note that any further payments over and above the Scheme
Asset Value per share would be made in cash to all ZDP Shareholders regardless
of the Option they choose.

For ZDP Shareholders who elect for the Rollover Option, there will be an
initial charge of 1 per cent. of the gross value of their rollover into the
Premier Absolute Growth Fund. The Rollover Fund will aggregate the initial
charges and when issuing its shares to the relevant ZDP Shareholders will
reduce their aggregate entitlements by 1 per cent. The Manager has agreed to
pay to the Company £60,000 to defray part of the costs of the Proposals.

Failure to make an Election

ZDP Shareholders (other than Overseas Holders) who make no valid election will
be deemed to have elected for the Rollover Option.

Advantages of the Proposals

The Directors believe that the Proposals are in the best interests of
Shareholders because:

  * shares in the Rollover Fund are being issued on terms which are more
    favourable than the terms on which Shareholders could generally purchase
    such shares due to a reduction in the initial charge from 5.25 per cent. of
    the gross investment in the Class A Shares to 1 per cent. In addition, the
    Rollover Manager has agreed to waive any minimum investment levels;
   
  * the Rollover Fund pursues an investment policy that is intended to generate
    capital growth from a portfolio comprising zero dividend preference shares
    and other securities considered by the Rollover Manager to be low risk, and
    hence has a risk and return profile that is similar to the risk and return
    profile of the ZDP Shares;
   
  * they should allow Shareholders to elect to receive shares in the Rollover
    Fund, thereby allowing Shareholders to retain an investment exposure
    without triggering a disposal for capital gains purposes until disposing of
    such shares at a time of their choosing; and
   
  * Shareholders who elect for the Cash Option will be able to receive cash in
    the liquidation of the Company.
   
The Rollover Option

Premier Absolute Growth Fund aims to achieve steady capital growth through
investment principally in a combination of zero dividend preference shares of
quoted investment companies and other securities which, in the Rollover
Manager's opinion, are also lower risk securities.

Premier Absolute Growth Fund is managed by Premier Portfolio Managers Limited.

As at 26 October 2007, Premier Absolute Growth Fund had assets of approximately
£53.6 million and the dividend yield was zero per cent.

The Cash Option

ZDP Shareholders who elect for the Cash Option will receive in respect of their
entitlement a cheque if they hold Shares in certificated form or a payment
through CREST if they hold Shares in uncertificated form.

Minimum investment requirement for the Rollover Option

The Rollover Manager has agreed to waive the normal minimum investment
requirement for ZDP Shareholders who wish to elect for the Rollover Option.

Liquidation Fund

Under the Proposals, the Company will be wound up by means of a members'
voluntary liquidation. The Liquidators will set aside sufficient assets in the
Liquidation Fund of the Company to meet its liabilities. If any further cash is
received by the Company after the Effective Date, it will form part of the
Liquidation Fund.

The Liquidators will also provide in the Liquidation Fund for a Retention which
they consider sufficient to meet any contingent and unknown liabilities of the
Company. The Retention is currently expected to amount to approximately £
150,000. To the extent that this Retention is not required to meet such
liabilities, the balance will be distributed to ZDP Shareholders by the
Liquidators at a later date, in cash only, up to the maximum final entitlement
per ZDP Share.

Recovery of value added tax

The Company has made a claim against the Manager and the former manager in
respect of VAT borne by the Company 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.

The exact amounts to be recovered have yet to be quantified. At the date of
this document, the amount expected to be recovered from the Manager is
approximately £100,000. The former manager of the Company is in insolvent
liquidation. Therefore, whilst the Liquidator intends to make a claim, it is
not certain whether VAT will be recovered from the former manager.

VAT Monies accrued prior to commencement of liquidation of the Company will be
subject to apportionment between ZDP Shareholders and Income Shareholders on a
70:30 basis, being the basis on which management fees were charged to the
Company. The VAT Monies to be allocated in favour of Income Shareholders will
be distributed as part of the Final Interim Dividend to be paid out on 29
November 2007. The VAT Monies to be allocated in favour of ZDP Shareholders
wiall be paid into the Liquidation Fund as and when they are received for the
Liquidators to distribute to ZDP Shareholders in cash (regardless of whether
the relevant ZDP Shareholders have elected for a rollover or not).

Details of the Proposals

As part of the reconstruction and winding-up of the Company it is necessary,
for technical reasons, to reorganise its share capital. Set out at the end of
this document are the notices convening the Class Meeting and the GMs.

At the Class Meeting, a special resolution will be proposed to consent to the
resolutions to be proposed at the First GM and the Second GM. ZDP Shareholders
may attend and vote at the Class Meeting and will have one vote per ZDP Share.

At the First GM, a special resolution will be proposed to (i) re-classify the
rights attaching to the ZDP Shares such that those ZDP Shareholders who elect,
or are deemed to elect, to rollover into Premier Absolute Growth Fund will hold
shares with "A" rights giving them the right to receive Premier Absolute Growth
Fund Shares on a winding-up of the Company and those ZDP Shareholders who
elect, or are deemed to elect, to receive cash will hold ZDP Shares with "B"
rights giving them the right to receive cash on the winding-up of the Company;
(ii) authorise the implementation of the Scheme by the Liquidators including an
application to delist the Company's Shares from the Official list of the UK
Listing Authority and (iii) amend the Articles for the purposes of its
implementation. Income Shareholders, Capital Shareholders and ZDP Shareholders
may attend and vote at the First GM.

At the Second GM, special resolutions will be proposed to wind the Company up
voluntarily, to appoint the Liquidators and to confer certain powers on the
Liquidators. Income Shareholders, Capital Shareholders and ZDP Shareholders may
attend and vote at the Second GM.

Under the Articles, the resolutions to be proposed at the First GM and the
Second GM constitute a recommended reconstruction resolution as regards the
Income Shares and Capital Shares. Consequently, weighted voting rights will
apply to the special resolutions to be proposed at both the First GM and the
Second GM in accordance with Article 4(3)(d)(iv). Any Income Shareholders and
Capital Shareholders who do not vote or who vote against the special
resolutions to be proposed at the First GM and the Second GM shall be deemed to
have voted in favour of such resolutions. Such weighted voting rights will not
apply to ZDP Shareholders at either the First GM or the Second GM.

The first resolution to be proposed at the First GM is conditional upon the
passing of the special resolution of ZDP Shareholders at the Class Meeting. In
the event that the special resolution of ZDP Shareholders at the Class Meeting
is not passed, the resolutions to be proposed at the First GM and the Second GM
will not be put to those Meetings and a special resolution will instead be
proposed at the Third GM to wind-up the Company voluntarily. Income
Shareholders, Capital Shareholders and ZDP Shareholders, whose votes will be
weighted pursuant to article 138(1)(2) of the Articles, may attend and vote at
the Third GM.

In order to implement the Scheme, the assets of the Company will be divided
into three Pools, the Cash Pool, the Rollover Pool and the Liquidation Fund, on
the Calculation Date. The assets of the Company will comprise cash and
securities. The division of the assets of the Company will be on the basis of
the value attributable to Elections for the Rollover Option and the value
attributable to Elections for the Cash Option as a proportion of the total
value attributable to Elections. In order to make the division between the
three Pools, the Manager in consultation with the Liquidators will calculate
for the purposes of determining SAV the aggregate value of the Company in
accordance with the Scheme as at 5.00 p.m. on the Calculation Date.

The SAV per share is the amount which would be payable to a ZDP Shareholder on
the winding-up of the Company on 30 November 2007 after making provision for
all outstanding liabilities and contingent liabilities, the expenses of the
Proposals and the Retention. The Liquidators will make a retention in respect
of unknown, unrecorded and contingent liabilities (the "Retention"). It is
currently estimated by the Liquidators that this amount will be £150,000, part
of which may be used for the purposes of recovering VAT, as described above. To
the extent that any part of the Liquidation Fund is not required after the
discharge of all the liabilities, the surplus remaining will be distributed in
cash to all ZDP Shareholders on the Record Date up to their maximum respective
capital entitlements under the Articles.

On the Effective Date, or as soon as practicable thereafter, the Liquidators
will distribute the value of the Cash Pool to ZDP Shareholders with "B" rights.
On the Transfer Date the Liquidators will transfer the assets in the Rollover
Pool to Premier Absolute Growth Fund in exchange for Premier Absolute Growth
Fund Shares which shall be allotted to the Company and will be renounced by the
Liquidators in favour of the ZDP Shareholders with "A" rights, pro rata, on the
basis of the value of the Rollover Pool as at the Calculation Date and the
Premier Absolute Growth Fund Share Issue Price being the issue price of such
shares as at noon on the Effective Date.

Costs and Expenses

The total costs in connection with the Proposals are estimated to be
approximately £158,000 inclusive of VAT and the estimated Liquidator's costs
and taking into account the costs contribution referred to below but excluding
the Retention to be made by the Liquidators. Of the costs referred to above,
the Board, having consulted with its advisers, has determined that all such
costs will be charged to capital. The Manager has undertaken to make a costs
contribution to the Company of £60,000 to offset the costs of the Proposals.

Conditions to the Proposals

The Scheme which provides for, and which will effect, the Rollover Option, is
conditional upon (i) the special resolution of ZDP Shareholders at the Class
Meeting being passed; (ii) the resolutions at the First GM and the Second GM
being passed; (iii) the admission to the Official List of the UK Listing
Authority of the Reclassified Shares; and (iv) the Directors not resolving to
abandon the Scheme. In the event that the Scheme does not become unconditional,
the Company will proceed to a straight liquidation pursuant to the resolutions
contained in the notice of the Second GM and, if necessary, pursuant to the
resolution contained in the notice of the Third GM. Such a straight liquidation
of the Company would constitute a disposal for UK capital gains tax purposes.

Expected timetable

2007                                                                         
                                                                             
21 November                   Latest time and date for receipt of Forms of   
                              Proxy for the Class Meeting (9.55 a.m.) and    
                              First GM (10.00 a.m.)                          
                                                                             
22 November       3.00 p.m.   Latest time and date for receipt of the Forms  
                              of Election from ZDP Shareholders              
                                                                             
22 November       5.00 p.m.   Record Date for entitlement to the Scheme and  
                              ZDP register closes                            
                                                                             
23 November       7.30 a.m.   Listing of ZDP Shares suspended                
                                                                             
23 November       9.55 a.m.   Class Meeting                                  
                                                                             
23 November       10.00 a.m.  First GM and ZDP Shares reclassified into      
                              Reclassified Shares                            
                                                                             
23 November       10.05 a.m.  Opening of share register for the Reclassified 
                              Shares                                         
                                                                             
23 November       5.00 p.m.   Record date for entitlement to the Final       
                              Interim Dividend                               
                                                                             
26 November       8.00 a.m.   Admission of Reclassified Shares to the        
                              Official List                                  
                                                                             
28 November                   Latest time and date for receipt of the Forms  
                              of Proxy for the Second GM (10.00 a.m.) and the
                              Third GM (10.10 a.m.).                         
                                                                             
29 November                   Final Interim Dividend paid to Income          
                              Shareholders                                   
                                                                             
29 November       5.00 p.m.   Calculation Date                               
                                                                             
30 November       7.30 a.m.   Listing of Reclassified Shares, Income Shares  
                              and Capital Shares suspended                   
                                                                             
30 November                   Second GM (10.00 a.m.) and (i) if the Scheme   
                              becomes unconditional, Effective Date for the  
                              implementation of the Proposals and            
                              commencement of liquidation or (ii) if the     
                              Scheme does not become unconditional,          
                              requirement for Third GM (10.10 a.m.)          
                                                                             
30 November       10.10 a.m.  In the event the resolutions are not passed at 
                              the Second GM, Third GM is held                
                                                                             
3 December                    Contract notes for Premier Absolute Growth Fund
                              Shares despatched                              
                                                                             
Week commencing 3             Cheques expected to be despatched to ZDP       
December                      Shareholders who elect for the Cash Option and 
                              to Income Shareholders (to the extent of any   
                              amount standing to the credit of the Company's 
                              revenues reserves) and CREST participants to be
                              credited through the CREST system              
                                                                             
By 7 December                 Listing of Shares on the Official List of the  
                              UK Listing Authority cancelled (8.00 a.m.)     

General

Full details of the Proposals, the risk factors relating to the Rollover Fund
and the notices of the class meeting and general meetings 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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