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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
SR EUR Inv. | LSE:SR. | London | Ordinary Share | GB0030668940 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 176.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMSR. 22 March 2012 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO ANY JURISDICTION OTHER THAN THE EEA, THE CHANNEL ISLANDS OR THE ISLE OF MAN SR Europe Investment Trust plc (the "Company") Proposals for the voluntary winding-up and reconstruction of the Company The Company announces today proposals for the voluntary winding-up and reconstruction of the Company. The Proposals offer Shareholders the choice of (a) rolling over their investment without triggering a charge to capital gains tax into a UK authorized unit trust with European exposure, or (b) realising all or part of their investment for cash. The Jupiter European Fund has an investment objective which will enable Shareholders to continue their investment exposure to quoted companies on European stock exchanges. In addition, the total expense ratio of the Jupiter European Fund is currently lower than the total expense ratio of the Company. The risk of any share price discount will also be removed as units in the Jupiter European Fund may be issued and redeemed at net asset value on any Business Day. In order to effect the Scheme and the proposed amendments to the Articles of Association to provide for Reclassified Share rights, Shareholder approval is required at the First General Meeting under the provisions of the Companies Act. If the Scheme is implemented, Shareholder approval is required at the Second General Meeting pursuant to the Insolvency Act 1986 to wind-up the Company voluntarily and to appoint and grant authority to the Liquidators. In addition, a Resolution will be proposed at the Second General Meeting to approve the cancellation of the listing of the Shares on the Official List of the UK Listing Authority pursuant to the Listing Rules. The notices of the General Meetings are set out at in the circular of the Company (the "Circular"), which is being published today. The Circular also convenes the Annual General Meeting. Capitalised terms used in this announcement have the same meaning as set out in the Circular. In addition, the final dividend for the year ended 31 December 2011 would normally be paid in May 2012. However, in light of the Proposals, the Board will pay an interim dividend on 20 April 2012 of 1.25 pence per Share to Shareholders. It is not anticipated that there will be further dividends paid in relation to the year ended 31 December 2011 or for the period up to liquidation of the Company. Background to the Proposals Under the Proposals, the Company will be put into members' voluntary liquidation and Shareholders on the Register at the Record Date will be able to elect: a. to receive cash in the liquidation in respect of all or part of their investment in the Company following realisation by the Manager of the underlying investments (the "Cash Option"); and/or b. to roll over all or part of their investment in the Company into Jupiter European Fund Units (the "Rollover Option") and remain invested in a portfolio of companies quoted on European stock exchanges. Details of the Jupiter European Fund are set out in the Circular. Shareholders may make different elections in respect of different parts of their holdings of Shares, as suits their personal investment requirements. The default option under the Scheme will be Jupiter European Fund Units meaning that a Shareholder (other than an Overseas Shareholder) who, in respect of all or part of his or her holding of Shares, fails to submit a valid Form of Election or a valid TTE Instruction, as appropriate, by the due date or submits a Form of Election which has not been duly completed or an invalid TTE Instruction, will be deemed to have elected for the Rollover Option in respect of such holding. Overseas Shareholders will be deemed to have elected for cash in respect of their entire holding. The Scheme is conditional upon, inter alia, the relevant resolutions being passed at the First General Meeting and the Second General Meeting. Benefits of the Proposals The Directors believe that the Proposals will provide the following benefits: * the Proposals offer all Shareholders the opportunity of rolling their investment into a vehicle with an investment objective which will enable Shareholders to continue their investment exposure to quoted companies on European stock exchanges; * Shareholders should expect to receive approximately 99.0 per cent. of NAV (or 185.41 pence per Share, after provision for the costs of the Proposals), on the basis of a NAV per Share in the Company of 187.30 pence (as at close of business on 16 March 2012), if electing for either cash or rolling in to Jupiter European Fund Units; * the Proposals offer all Shareholders the option to elect in full or in part for cash, which will be satisfied through a realisation of the portfolio; * Shareholders who elect (or who are deemed to elect) for the Rollover Option will benefit from the fact that the Jupiter European Fund Units will carry no risk of trading at a discount to its net asset value; * the Proposals provide greater choice than if the Company were simply to be wound up because, as an alternative to receiving cash, they enable Shareholders to keep their exposure to European listed investments; * Shareholders who elect (or who are deemed to elect) for the Rollover Option will not be required to pay an initial (sales) charge or meet any requirement for a minimum subscription level; * the Jupiter European Fund Units for which Shareholders may elect pursuant to the Scheme are I-Class Accumulation Units in the Jupiter European Fund which benefit from a reduced annual management charge of 0.75 per cent. per annum compared to an annual management charge of 1.50 per cent. per annum that is charged to holders of other units in the Jupiter European Fund; and * Shareholders who may be subject to UK capital gains tax or corporation tax on gains on their investment in the Company should be able to roll over their investment into Jupiter European Fund Units without crystallising an immediate charge to UK capital gains tax or corporation tax on gains. Shareholders who are in any doubt as to the contents of the Circular or as to the action to be taken should seek their own personal financial advice from their independent professional adviser authorized under the FSMA. Information on Jupiter European Fund The Jupiter European Fund is a UK authorised unit trust which aims to achieve long-term capital growth from investment in companies quoted on a European stock exchange. The manager of the Jupiter European Fund is Jupiter Unit Trust Managers Limited, whose registered office and principal place of business is 1 Grosvenor Place, London, SW1X 7JJ. Jupiter Unit Trust Managers Limited is a member of the Investment Management Association and is authorised and regulated by the FSA. The portfolio manager of the Jupiter European Fund is Alexander Darwall. Further information on the Jupiter European Fund can be found in the Circular. Jupiter European Fund Units Shareholders who elect, or are deemed to have elected, to receive Jupiter European Fund Units will, if the Scheme becomes effective, receive Institutional Class ("I-Class") accumulation units in the Jupiter European Fund. Income attributable to accumulation units is automatically added to (and retained as part of) the capital assets of the Jupiter European Fund and is reflected in the unit price of those accumulation units. I-Class units of the Jupiter European Fund normally have a minimum initial investment level of GBP5 million. Jupiter has agreed to waive this initial investment limit in relation to Jupiter European Fund Units issued pursuant to the Scheme. However, Shareholders should note that, if they wish to subscribe for further units in the Jupiter European Fund, they would have to subscribe for units other than I-Class units (currently only income units) unless their holding of I-Class units were to have or thereby reach a minimum value of GBP5 million. In addition, were Shareholders to switch their investment in the Jupiter European Fund to another Jupiter unit trust, they would have to switch to units other than I-Class units unless they were to meet the minimum investment threshold of GBP5million. Shareholders should also note that Jupiter levies a lower annual management charge (currently 0.75 per cent per annum) in relation to I-Class units in the Jupiter European Fund than the 1.50 per cent annual management charge that is levied in relation to units which are not I-Class units. Further details about the Jupiter European Fund are set out in the Jupiter European Fund simplified prospectus and the scheme particulars relating to the Jupiter European Fund, which are available from Jupiter on request by calling 0844 620 7600 or by email to enquiries@jupiteronline.co.uk. Dealings and settlement in Jupiter European Fund Units If the Scheme becomes effective, the first day of dealings in Jupiter European Fund Units issued under the Scheme is expected to be 3 May 2012. No initial charge will be levied on the issue of Jupiter European Fund Units to Shareholders under the Scheme. Jupiter European Fund Units will be issued in registered but uncertificated form, with title to them being evidenced by an entry in Jupiter European Fund's register of unitholders. Accordingly, certificates will not be issued. However, Shareholders who elect to receive Jupiter European Fund Units will receive written confirmation of the Jupiter European Fund Units issued to them under the Scheme, and it is expected that such written confirmations will be despatched on 2 May 2012 (or as soon as possible thereafter). Shareholders electing (or who are deemed to elect) to receive Jupiter European Fund Units may be required to supply evidence of identity for anti-money laundering purposes. Failure to provide this information when requested to do so may delay the payment of any proceeds should the Jupiter European Fund Units subsequently be sold. Further details of the Scheme Mechanics of the Scheme If the Scheme is to be implemented, as part of the reconstruction of the Company it is necessary to reorganise the Company's share capital. Accordingly, subject inter alia to the passing of the Scheme Resolution set out in the notice convening the First General Meeting, the Shares will be reclassified with different rights, depending on Scheme Elections made, or deemed to have been made, and the entitlements of Shareholders under the Scheme. No dividends are payable on the Reclassified Shares. Further details of the Reclassified Shares are set out in the Circular. The full terms of the proposed amendments to the Articles of Association (to incorporate the rights of the Reclassified Shares) are set out in the Scheme Resolution to be proposed at the First General Meeting, and will be available for inspection at the address specified in Part 4 of the Circular from today until the Effective Date and for at least 15 minutes prior to and during the First General Meeting and the Second General Meeting. Subject, inter alia, to the passing of the Scheme Resolution at the First General Meeting and the first and second resolutions at the Second General Meeting, the Company will be placed into members' voluntary liquidation and the Scheme will take effect. However, before any assets are transferred to the Jupiter European Fund under the Scheme or set aside to pay Shareholders who have or are deemed to have elected in whole or in part for cash in terms of the Cash Option, the Liquidators will set aside sufficient assets in the Liquidation Retention Fund to meet all estimated current and future, actual and contingent liabilities and costs which the Company has agreed to pay (including the costs of the Proposals payable by the Company to the extent not previously paid). The Liquidators will also provide in the Liquidation Retention Fund for a retention which they consider sufficient to meet any unknown and unascertained liabilities of the Company. The retention amount is currently not expected to exceed GBP50,000. After provision has been made for the Liquidation Retention Fund, the remainder of the Company's assets will be appropriated to the Rollover Pool or the Cash Pool in proportions corresponding to the Scheme Elections made, or deemed to be made, by Shareholders under the Scheme. The Rollover Pool will then be transferred to the Jupiter European Fund pursuant to the terms of the Transfer Agreement. In consideration for such transfer, Jupiter European Fund Units will be issued at their creation price to Shareholders who have elected, or are deemed to have elected, for Jupiter European Fund Units. The Cash Pool will be used to pay the entitlements of Shareholders who have elected or are deemed to have elected for cash. The assets comprised in the Cash Pool will be realised on or prior to the Effective Date at the best prices available. The Liquidators will take steps to ensure that any investments that remain in the Cash Pool on the Effective Date will be realised without regard to achieving maximum value to allow a first and final distribution on or before 31 May 2012. However, if, as expected, all realisations are completed by the Effective Date, the Liquidators expect to distribute cash proceeds of the realization of the assets comprised in the Cash Pool in one distribution on or around 11 May 2012. Any surplus in the Liquidation Retention Fund will be paid in cash to Shareholders on the Register on the Record Date pro rata to their respective holdings as one or more liquidation distributions, save that, in relation to interim distributions, no single payment of less than GBP5 will be made to any Shareholder and instead will be transferred back to the Liquidation Retention Fund for the benefit of that Shareholder and in relation to the final liquidation distribution, no single payment of less than GBP5 will be made to any Shareholder. Any such residual amounts will be transferred to a charity nominated by the chairman of the Company. The Liquidators shall be entitled to make interim distributions to Shareholders pro rata to their respective holdings as at the close of business on the Record Date. It is expected that there will be only one distribution from the Liquidation Retention Fund. Overseas Shareholders To ensure that there is no breach of any applicable securities laws, the Circular is being sent to Overseas Shareholders solely to enable them to vote at the General Meetings. Accordingly, Forms of Election will not be sent to any Shareholders who are Overseas Shareholders. If the Scheme becomes effective, all Overseas Shareholders will, unless they are able to satisfy the Company that they are permitted to hold Jupiter European Fund Units without breaching the laws of any relevant jurisdictions, be treated as having validly elected for cash in respect of their entire holding of Shares. ISA and savings scheme holders Recipients of the Circular who are the beneficial owners of Shares held through a savings scheme or ISA should follow the instructions provided by the relevant plan manager or consult the plan manager or their professional adviser if no instructions have been provided. Jupiter European Fund Units are eligible to be held within the stocks and shares component of an ISA. Termination of Management and Administration Arrangements The Company's Manager is Sloane Robinson LLP. On 8 February 2012, the Company served three months' notice to terminate the Management Agreement. On 8 February 2012, the Company served six months' notice to terminate the Administration Agreement. Costs of the Proposals If the Scheme proceeds, the direct costs to be borne by all Shareholders for the Scheme are estimated to be approximately GBP525,000, including the costs involved in realising the portfolio. This is approximately 1.0 per cent. of the Company's Net Asset Value as at close of business on 16 March 2012, being the last practicable date prior to the publication of the Circular. Interim Dividend The final dividend for the year ended 31 December 2011 would normally be paid in May 2012. However, in the light of the Proposals, the Board has declared an interim dividend of 1.25p per Share payable to Shareholders on the register at the close of business on 13 April 2012. This dividend will be paid on or around 20 April 2012 (i.e. prior to the Record Date for the Scheme). It is not anticipated that there will be further dividends paid in relation to the year ended 31 December 2011 or for the period up to the liquidation of the Company. Subscription Shareholders Subscription Shareholders will have received, together with the Circular, a notice reminding them of their final right to subscribe for Shares at the Annual General Meeting and informing Subscription Shareholders of the procedures to follow in order to exercise such right. It is anticipated that all rights attached to the Subscription Shares shall lapse following the Annual General Meeting. The exercise price at which Subscription Shareholders may subscribe for Shares is 244p. As at close of business on 16 March 2012 (being the latest practicable date prior to the issue of the Circular), the NAV per Share was 187.30p and the Share price was 179.50p. Accordingly, the Directors do not anticipate that any Subscription Shareholder will exercise their subscription rights at the AGM. Upon the exercise of subscription rights, the Subscription Shareholder's interest in the Shares will be registered in the Register and, provided the Scheme Resolution is passed, such Shares will be reclassified as Reclassified Shares. Accordingly, if a Subscription Shareholder intends to exercise their subscription rights and subscribe for Shares at the Annual General Meeting and elect for cash pursuant to the Scheme, they should also send a Form of Election to the Receiving Agent, Computershare Investor Services PLC, as soon as possible but in any event so as to be received by not later than 3.00 p.m. on 23 April 2012 in relation to the Shares to be issued following such exercise of subscription rights. Subscription Shareholders should tick the box in Section 2 on the Form of Election to signify that the election under the Scheme is being made in relation to Shares to be issued pursuant to the exercise of subscription rights at the Annual General Meeting. Subscription Shareholders need not return a Form of Election if they intend to exercise subscription rights and receive Jupiter European Fund Units in respect of the Shares arising on exercise of such subscription rights. Shares that are issued following the Annual General Meeting pursuant to the exercise of subscription Rights may not be voted at the First General Meeting. However, such Shares will carry the right to vote at the Second General Meeting. Accordingly, Subscription Shareholders will also find enclosed a Form of Proxy in relation to the Second General Meeting. Subscription Shareholders may not complete a Form of Proxy if they have not validly exercised their subscription rights at the Annual General Meeting and may only vote in relation to the number of Shares issued pursuant to such exercise of subscription rights. Annual General Meeting The Company normally holds its annual general meeting in May each year. However, in light of the Proposals, the Board has considered that it would be prudent to bring forward the AGM to immediately prior to the First General Meeting in order to crystallise the final subscription date for Subscription Shareholders to exercise their rights to subscribe for Shares. This will mean that Subscription Shareholders will not have a class vote in relation to the Scheme Resolution to be considered at the First General Meeting which will, inter alia, reclassify the Shares. In view of the proposed liquidation of the Company, the Directors have decided that the Company should not incur the costs of preparing audited accounts for the financial year ended 31 December 2011. Accordingly, no accounts will be laid before Shareholders at the AGM for approval nor will a continuation vote, which is required to be proposed at the annual general meeting at which audited accounts for the year ended 31 December 2011 are to be approved, be put forward at the AGM. The only business to be considered at the AGM will therefore be the re-election of certain Directors. The Listing Rules state that any director of a company who is also an employee or officer of the investment manager shall be subject to re-election by shareholders on an annual basis. As a result Mr Sloane will be required to seek annual re-election and will offer himself for re-election at the forthcoming AGM. Under the Articles of Association, all directors are subject to periodic retirement and re-election by shareholders. All directors are required to submit themselves for re-election at least every three years. The Board's policy with regard to tenure of office is that any director having served for nine years since his re-election will be required to seek annual re-election thereafter. Accordingly, Messrs Guinness and Riley are required to seek reappointment at the forthcoming AGM. Resolutions to re-elect Messrs Guinness, Riley and Sloane are contained within the notice of Annual General Meeting in the Circular. The other Board members recommend that Shareholders vote for the re-election of Messrs Guinness, Riley and Sloane. They believe that their skills, knowledge and overall performance are of continued benefit to the Company and each has actively contributed in meetings and strategies throughout the year. None of the Directors has a contract of service with the Company. Other than letters of appointment governing their appointment as Directors, there has not been any contract or arrangement between the Company and any Director at any time. There are no agreements between the Company and its Directors concerning compensation for loss of office. Expected Timetable 2012 Ex dividend date for the Interim Dividend 11 April Record date for the Interim Dividend 6.00 p.m. on 13 April Payment of the Interim Dividend 20 April Latest time and date for receipt of Forms of Proxy in 2.30 p.m. on 23 April respect of the Annual General Meeting Latest time and date for receipt of Forms of Election 3.00 p.m. on 23 April from Shareholders and TTE Instructions from CREST Shareholders in relation to the Scheme Latest time and date for receipt of Forms of Proxy in 3.00 p.m. on 23 April respect of the First General Meeting Record Date for Shareholders' entitlements under the 6.00 p.m. on 23 April Scheme Shares disabled in CREST* 6.00 p.m. on 23 April Latest time and date for receipt of conversion notices 2.00 p.m. on 24 April from Subscription Shareholders and USE instructions from CREST Subscription Shareholders in relation to the exercise of subscription rights attached to Subscription Shares Annual General Meeting 2.30 p.m. on 25 April Shares issued in respect of any exercise of 25 April Subscription Share rights First General Meeting 3.00 p.m. on 25 April Results of the Annual General Meeting and the First 25 April General Meeting Announced Latest time and date for receipt of Forms of Proxy in 11.00 a.m. on 30 April respect of the Second General Meeting Calculation Date 30 April Shares reclassified, Official List amended and 8.00 a.m. on 1 May dealings in the Reclassified Shares commence on the London Stock Exchange** Dealings in Reclassified Shares on the London Stock 7.30 a.m. on 2 May Exchange suspended Second General Meeting 11.00 a.m. on 2 May Liquidators appointed and commencement of liquidation 2 May Effective Date for implementation of the Scheme 2 May Contract notes in respect of Jupiter European Fund 2 May (or as soon as Units issued under the Scheme despatched to practicable thereafter) Shareholders entitled thereto*** Cheques despatched and CREST accounts credited in expected to be by 11 May respect of cash elections under the Scheme (or as soon as practicable thereafter) Cancellation of listing of the Reclassified Shares and 8.00 a.m. on or after 1 Subscription Shares on the Official List June * For the avoidance of doubt, the Register will remain open until the Effective Date. ** The Reclassified Shares are a technical requirement of the Scheme. Shares will be reclassified if the Scheme Resolution to be proposed at the First General Meeting is passed and becomes effective. Shares will be reclassified according to the Scheme Elections made (or deemed to have been made) by Shareholders. *** Shareholders electing (or who are deemed to elect) to receive Jupiter European Fund Units may be required to supply evidence of identity for anti-money laundering purposes. The administrator of the Jupiter European Fund will write to holders of Jupiter European Fund Units following the Effective Date if evidence of their identity is required. Each of the times and dates in the expected timetable may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders and Subscription Shareholders by an announcement through a Regulatory Information Service provider. A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do Enquiries William Simmonds 020 7588 2828 J.P. Morgan Cazenove J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for SR Europe Investment Trust plc and for no one else, including any recipient of the Circular, in connection with the Proposals and will not be responsible to anyone other than SR Europe Investment Trust plc for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Proposals or any other matter referred to therein. END
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