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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Cayenne Tst | LSE:TCT | London | Ordinary Share | GB0006369119 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 157.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMTCT
RNS Number : 0715E
The Cayenne Trust Plc
30 October 2015
30 October 2015
The Cayenne Trust PLC
Recommended Proposals for the Reconstruction and Winding-up of The Cayenne Trust PLC
On 15 September 2015 the board of directors (the "Board") of The Cayenne Trust plc (the "Company") announced that it had agreed terms with F&C Managed Portfolio Trust plc ("MPT") for MPT to act as the rollover vehicle for the Company, in connection with proposals for the reconstruction and winding-up of the Company.
The Company has today published a circular to Shareholders in connection with these Proposals (the "Circular"), setting out, inter alia, the terms of the Proposals.
The Proposals
Under the Proposals, Eligible Shareholders are entitled to roll over their investment in the Company into MPT. Eligible Shareholders can elect to roll over their investment into either of the two classes of MPT Shares, MPT Income Shares and MPT Growth Shares, or a combination of both in any proportion. Alternatively, Eligible Shareholders can realise their investment in the Company in the form of cash. Eligible Shareholders may also elect for a combination of MPT Shares and cash. Overseas Shareholders will not be entitled to receive shares in MPT and so will be deemed to have made an Election for the Cash Option in respect of their entire holding of Shares.
In order to implement the Scheme, the undertaking, cash and other assets of the Company will be divided into three Pools: the Liquidation Pool, the Rollover Pool and the Cash Pool. The Rollover Pool will be divided into two Sub-Pools: the MPT Income Sub-Pool and the MPT Growth Sub-Pool. Following an allocation to the Liquidation Pool, the division of the remaining undertaking, cash and other assets will be made 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. The division of the undertaking, cash and other assets to the MPT Income Sub-Pool and the MPT Growth Sub-Pool will be made on the basis of the value attributable to Elections to roll over into MPT Income Shares and MPT Growth Shares as applicable.
MPT Shares will be issued under the Scheme at a premium to NAV. The premium to NAV will be 1 per cent. unless the value of the Rollover Pool at the Calculation Date exceeds GBP5 million, in which case the premium shall reduce towards 0.75 per cent., such that the premium on a per MPT Share basis will be between 0.75 per cent. and 1 per cent, depending on the value of the Rollover Pool.
Eligible Shareholders who do not make an Election, or who otherwise fail to make a valid Election, will be deemed to have elected for the Rollover Option in respect of their entire holding of Shares. Such shareholders will be deemed to have elected to receive MPT Income Shares in respect of 50 per cent. of their holding of Shares and MPT Growth Shares in respect of the remaining 50 per cent. of their holding of Shares.
F&C Managed Portfolio Trust plc
MPT was launched in April 2008 as an investment trust and has a similar investment policy to the Company in that it invests in the shares of other investment companies. MPT offers two classes of shares, MPT Income Shares and MPT Growth Shares, the returns of which are generated from two separate portfolios. MPT measures the returns on the two classes of its shares against stock market indices, rather than seeking to achieve absolute returns on its shares as the Company does.
Further details on MPT are set out in the Circular and the Prospectus to be sent to Shareholders.
Benefits of the Proposals
The Directors consider that the Proposals should have the following benefits for Shareholders:
-- for those Shareholders that elect to receive cash and for Overseas Shareholders, they offer the certainty of a realisation for cash as soon as practicable following the implementation of the Proposals;
-- Shareholders who might otherwise be subject to UK tax on chargeable gains on the realisation of their investment in the Company should be able to roll over their investment into MPT and thereby continue to receive investment returns without triggering an immediate liability to such UK tax;
-- Eligible Shareholders have the opportunity to continue their investment in a fund with a similar investment policy to that of the Company and which offers the ability to switch between share classes (MPT Income Shares and MPT Growth Shares); and
-- the availability of the Rollover Option will enable Eligible Shareholders to avoid dealing and other costs associated with a share sale or purchase in the secondary market.
Costs and Expenses
The Company will pay its own costs in connection with the Proposals, estimated to be approximately GBP240,000. Similarly, MPT will pay its own costs in connection with the Proposals. However, any documents produced by MPT which are to be sent to the Shareholders in relation to the Scheme will be sent at the Company's cost. MPT will bear the costs of producing such documents and their delivery to the Company.
In the event that either the Company or MPT decides not to proceed with the Scheme, including if Shareholders or MPT Shareholders do not approve any resolution required to implement the Scheme, (the "Defaulting Party") then the non-Defaulting Party shall be entitled to the costs incurred by it in implementing the Scheme from the Defaulting Party, up to a maximum of GBP75,000 (inclusive of VAT). The non-Defaulting Party will bear any costs incurred by it in excess of GBP75,000 (inclusive of VAT).
Final Interim Dividend
The Company has built up a revenue reserve which the Board believes should be distributed to Shareholders ahead of any liquidation. Therefore the Board has resolved to pay an interim dividend of 2.75 pence per Share on 25 November 2015 to Shareholders on the register at 6 November 2015, as announced on 28 October 2015.
Shareholder Meetings
Implementation of the Proposals requires the approval of Shareholders. Notices of the Meetings to be held in connection with the Proposals are set out at the end of the Circular. Both of the Meetings will be held at 23 Buckingham Gate, Westminster, London SW1E 6LD.
First General Meeting
The First General Meeting will be held at 12:00 on 23 November 2015. At the First General Meeting a special resolution will be proposed to amend the Articles in order to remove the requirement to put a continuation vote to the Company's AGM in 2016, to amend the Articles to reclassify the Shares for the purposes of the Scheme, to empower a liquidator on a winding-up of the Company to accept shares in a successor company, and to provide for the reversal of the reclassification in the event that the Scheme does not become unconditional. In addition, the special resolution will sanction the implementation of the Scheme and authorise the Liquidators to, inter alia, apply for the delisting of the Shares.
Second General Meeting
The Second General Meeting will be held at 16:00 on 30 November 2015. At the Second General Meeting, a special resolution will be proposed for the members' voluntary winding-up of the Company, the appointment of the Liquidators and the fixing of their remuneration and a resolution will be proposed to confer appropriate powers on the Liquidators.
Expected Timetable
Event Time and Date in 2015 ---------------------------------------- ---------------------- Ex-dividend date for Final Thursday 5 November Interim Dividend ---------------------------------------- ---------------------- Record Date for Final Interim Friday 6 November Dividend ---------------------------------------- ---------------------- Date from which it is advised Wednesday 18 November that dealings in Ordinary Shares should only be for cash settlement and immediate delivery of documents of title ---------------------------------------- ---------------------- Latest time for receipt of 12:00 on Thursday Forms of Proxy for the First 19 November General Meeting ---------------------------------------- ---------------------- First General Meeting 12:00 Monday 23 November ---------------------------------------- ---------------------- Announcement of Results of Monday 23 November First General Meeting ---------------------------------------- ---------------------- Latest time for receipt of 13:00 Tuesday 24 Forms of Election and TTE instructions November ---------------------------------------- ---------------------- Record Date for Shareholders' 17:00 Tuesday 24 entitlements under the Proposals November ---------------------------------------- ---------------------- Payment of Final Interim Dividend Wednesday 25 November ---------------------------------------- ---------------------- Shares disabled in CREST* 07:30 on Wednesday 25 November ---------------------------------------- ---------------------- Latest time for delivery to 16:30 on Wednesday Registrar of documents of title 25 November relating to dealings in Shares ---------------------------------------- ---------------------- Calculation Date 17:00 on Wednesday 25 November ---------------------------------------- ---------------------- Listing of Reclassified Shares, 08:00 on Thursday dealings in Reclassified Shares 26 November commence and register of holders of Reclassified Shares opened**
(MORE TO FOLLOW) Dow Jones Newswires
October 30, 2015 10:45 ET (14:45 GMT)
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