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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 |
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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