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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Gi Group Poland Spolka Akcyjna | LSE:GIG | London | Ordinary Share | PLWRKSR00019 | ORD BR PLN0.10 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 51.00 | 2.00 | 100.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:0431P Gartmore British Inc & Gwth Tst PLC 4 August 2000 GARTMORE BRITISH INCOME & GROWTH TRUST PLC PROPOSED PLACING AND OPEN OFFER The Board of Gartmore British Income & Growth Trust PLC (the "Company") has today announced recommended proposals which include a placing and open offer, a new debt facility, an adjustment to the investment policy and a change of name as follows: . A Placing and Open Offer of 14,682,470 New Income Shares and 10,945,114 New Ordinary Shares to raise approximately #19 million before expenses. . The New Shares are being issued in Package Units, each Package Unit comprising 55 New Income Shares and 41 New Ordinary Shares. The Issue Price, which will be calculated as at the Calculation Date, will be 107.5 per cent. of Package Formula Asset Value. For illustration purposes, based on asset values at the close of business on 1 August 2000, the Issue Price would be approximately #71.17. . 200,288 Package Units have been conditionally placed firm whilst 66,666 Package Units have been conditionally placed subject to clawback to satisfy valid applications from Qualifying Shareholders under the Open Offer. The Placing and Open Offer has been underwritten by Old Mutual Securities. . The Company has also conditionally entered into a fixed term loan facility agreement with Robert Fleming for a committed sterling loan facility of up to #15 million, repayable in March 2006. . The Company's objective continues to be the achievement of long term capital and income growth from investments primarily in higher-yielding UK securities. . The Company's policy has been to invest primarily in an equity portfolio with a dividend yield significantly exceeding that of the FTSE All-Share Index. The Directors and the Manager believe that a reduction in the average yield on the equity portfolio from its current level of approximately 170 per cent. of the prevailing yield on the FTSE All-Share Index to around 120 per cent. of the prevailing yield will increase the range of equity securities available for inclusion within the portfolio and improve the prospects for capital growth. . An adjustment of the Company's investment policy is proposed, to take effect upon completion of the Proposals, whereby up to 30 per cent. of the Company's portfolio may be invested in fixed interest securities (including convertible preference shares), with the balance invested predominantly in UK quoted companies. . A change of name of the Company is proposed to The Income & Growth Trust PLC and a change of name of its subsidiary, GBIGT Securities PLC, is proposed to Income & Growth Securities PLC. . The Proposals are expected to have the following benefits: - an increase in dividends forecast for the financial year to 31 December 2001 to 7.5p (net) per Income Share and 4.8p (net) per Ordinary Share as compared with a forecast for the current year of 7.065p (net) and 4.41p (net) respectively (1999: 6.8p (net) and 4.2p (net) respectively). This forecast relates to dividends only and does not constitute a profit forecast. The forecast is based on the Assumptions set out below; - an increase in Cover for the ZDP Shares 2002 from 1.9 times to 2.0 times and a reduction in the hurdle rate from - 19.6 per cent. to -24.5 per cent.; - an increase in Cover for the ZDP Shares 2006 from 1.1 times to 1.3 times and a reduction in the hurdle rate from -13.2 per cent. to -15.3 per cent.; - an increase in the Net Asset Value of each Ordinary Share (after taking into account the expected expenses of the Proposals) of 2.2p per share; and - improved marketability for the Income Shares and the Ordinary Shares. Enquiries: Aberdeen Asset Management Piers Currie/Charlie Macrae 020 7463 6000 Old Mutual Securities Jonathan Becher/Gary Gould 020 7489 4600 The following are extracts from the circular to be posted to the Company's shareholders today. Words and expressions defined in the circular have the same meanings in this announcement, when the context otherwise requires. Introduction Your Board has today announced a proposed issue of 14,682,470 New Income Shares and 10,945,114 New Ordinary Shares in Package Units, of which up to 3,666,630 New Income Shares and 2,733,306 New Ordinary Shares are being made available to Qualifying Shareholders by way of the Open Offer. The proposed Placing and Open Offer will, on the basis of the Illustrative Issue Price, raise approximately #19 million before expenses. In addition, it is intended that bank borrowings of up to #15 million will be drawn down under the Robert Fleming Facility. The net proceeds of the Placing and Open Offer and monies drawn down under the Robert Fleming Facility will be used in accordance with the Company's investment objective which will remain unchanged. The investment policy of the Company will, however, be adjusted as described below. It is also intended that the name of the Company is changed to "The Income & Growth Trust PLC" and the name of the Subsidiary is changed to "Income & Growth Securities PLC". Your Directors believe that the Proposals will be of benefit to all Shareholders. The Issue Price, which will be determined as at the Calculation Date, will be 107.5 per cent. of Package FAV. Package FAV represents the net asset value of a Package Unit, calculated in accordance with the Company's accounting policies. The issue of Package Units at 107.5 per cent. of this value at the Calculation Date will, therefore, ensure that, after allowing for the expenses of the Proposals, there will be an enhancement to the Cover of the ZDP Shares 2002 and the ZDP Shares 2006 and to the Net Asset Value of the Ordinary Shares. Dividend Policy and Forecasts The dividend policy of the Company has been to distribute most of its net revenue by way of four interim dividends. For the financial year to 31 December 2000, first and second interim dividends of 1.73p (net) and 1.73p (net) per Income Share and 1.07p (net) and 1.07p (net) per Ordinary Share have been declared. In the absence of unforeseen circumstances, and subject to completion of the Proposals, the Directors expect to be able to recommend the payment of third and fourth interim dividends of 1.73p (net) and 1.875p (net) per Income Share and 1.07p (net) and 1.2p (net) per Ordinary Share bringing the total for the year to 7.065p (net) per Income Share and 4.41p (net) per Ordinary Share. This compares with 6.80p (net) per Income Share and 4.20p (net) per Ordinary Share for the financial year ended 31 December 1999. On the basis of the Assumptions, the Directors expect to be able to pay dividends of 7.5p (net) per Income Share and 4.8p (net) per Ordinary Share for the financial year ending 31 December 2001. These dividends, and their expected timetable, are summarised below: Financial year to 31 Expected ex- Per Per December 2000 dividend Income Ordinary date/month Share Share Paid in May 2000 8 May 2000 1.73p 1.07p Payable in August 2000 7 August 2000 1.73p 1.07p Payable in November 2000* November 2000 1.73p 1.07p Payable in February 2001 February 2001 1.875p 1.20p _____________ Total 7.065p 4.41p _____________ * New shares will be entitled to receive the interim dividend in respect of the three month period ending 30 September 2000 only pro rata to the proportion of such period during which they shall have been in issue. Financial year to 31 Expected ex- Per Per December 2001 dividend Income Ordinary month Share Share Payable in May 2001 May 2001 1.875p 1.20p Payable in August 2001 August 2001 1.875p 1.20p Payable in November 2001 November 2001 1.875p 1.20p Payable in February 2002 February 2002 1.875p 1.20p ________________ Total 7.50p 4.80p _______________ The forecasts above relate to dividends only and do not constitute profit forecasts. These forecasts are based on the Assumptions set out below. Investment Objective and Policy The Company's objective is to achieve long term capital and income growth from investments primarily in higher-yielding UK securities. The Company's policy has been to invest primarily in an equity portfolio with a dividend yield significantly exceeding that of the FTSE All-Share Index. The sharp divergence in performance during the second half of 1999 and the first quarter of 2000 between technology stocks, with little or no dividend yield, and higher yielding stocks, which while providing an attractive yield generally underperformed the FTSE All-Share Index, highlighted the inflexibility of the current investment policy. The Directors and the Manager believe that a reduction in the average yield on the equity portfolio from its current level of approximately 170 per cent. of the prevailing yield on the FTSE All-Share Index to around 120 per cent. of the prevailing yield will increase the range of equity securities available for inclusion within the portfolio and improve the prospects for capital growth. At the same time, the Manager has identified opportunities in the fixed interest market where attractive yields are available with the prospect of some capital growth. The Directors and the Manager believe that investment in fixed interest securities (including convertible preference shares) will generate the yield required to provide for the reduction in yield from the equity portfolio whilst improving the risk profile of the portfolio as a whole. Accordingly, the Board has conditionally approved an adjustment of the Company's investment policy, to take effect on completion of the Proposals, whereby up to 30 per cent. of the Company's portfolio may be invested in fixed interest securities (including convertible preference shares) and the balance invested predominantly in UK quoted companies. Currently, management fees and all other expenses of the Group are allocated 55 per cent. to revenue account and 45 per cent. to capital account. In view of the proposed changes to the composition of the investment portfolio, the Directors have decided, with effect from completion of the Proposals, to allocate management fees and finance costs 65 per cent. to capital account and 35 per cent. to revenue account and to charge all other running expenses to revenue account. This proposed allocation reflects the Directors' revised expectation of the long term split of returns as between capital growth and income. The Placing and Open Offer The Company is proposing to issue the New Shares in proportion to the existing issued Income Shares and Ordinary Shares. Under the terms of the Placing, 200,288 Package Units have been conditionally placed firm with institutional investors, whilst 66,666 Package Units have been conditionally placed with institutional investors, subject to clawback in favour of Qualifying Shareholders who make valid applications under the Open Offer. The Placing and Open Offer has been underwritten by Old Mutual Securities. 66,666 Package Units are being offered to Qualifying Shareholders who are invited to apply for Package Units at the Issue Price payable in full on application up to or in excess of their pro rata minimum entitlement which is: 1 Package Unit for every 720 Income Shares or 720 Ordinary Shares held on the Record Date Applications may be made for any number of Package Units by Qualifying Shareholders, including those who do not hold sufficient Income Shares or Ordinary Shares to qualify for a minimum entitlement. Applications may also be made by Qualifying Shareholders for numbers of Package Units in excess of their minimum entitlements. Such applications will be satisfied to the extent that other Qualifying Shareholders do not take up their entitlements. Each Package Unit comprises 55 New Income Shares and 41 New Ordinary Shares. Fractional entitlements to Package Units pursuant to applications under the Open Offer will be disregarded, with entitlements being rounded down to the nearest whole number of Package Units. Insofar as the New Shares which are the subject of the Open Offer are not taken up by Qualifying Shareholders they will be taken up by placees procured by Old Mutual Securities and/or Old Mutual Securities itself under the Placing. The Issue Price will not be determined until the Calculation Date. For illustrative purposes, as at 1 August 2000, the latest practicable date prior to the publication of the Circular to shareholders, the Illustrative Issue Price was #71.17 per Package Unit. Qualifying Shareholders should follow the instructions regarding payment in the Application Form. On announcement of the Issue Price, the Receiving Agent will calculate the number of Package Units for which a Qualifying Shareholder has subscribed, based on the sum of money he or she has tendered with his or her Application Form. As the Issue Price will not be determined until the Calculation Date, Qualifying Shareholders who apply under the Open Offer may receive more Package Units or less Package Units than would be calculated on the basis of the Illustrative Issue Price. Any excess application monies, and monies representing fractional entitlements to Package Units, will be returned to Qualifying Shareholders without interest as soon as practicable following the announcement of the Issue Price. The New Shares will, when issued and fully paid, rank pari passu in all respects with the existing Shares of the same class save that the New Shares will be entitled to receive the interim dividend in respect of the three month period ended 30 September 2000 only pro rata to the proportion of such period during which they shall have been in issue. This dividend is expected to be paid on 30 November 2000. Although the New Shares will be issued in Package Units, dealings in the Package Units will not take place separately on the London Stock Exchange. The issue of New Shares comprised in Package Units is subject to satisfaction of the following conditions: (i) the passing of the Resolutions; (ii) the Placing and Offer Agreement becoming unconditional in all respects and not being terminated in accordance with its terms; and (iii) Admission becoming effective by no later than 8.00 a.m. on 1 September 2000 (or such later time and/or date as Old Mutual Securities and the Company may agree being not later than 20 September 2000). Robert Fleming Facility Robert Fleming has agreed to make available a committed sterling term loan facility, with interest at a margin to LIBOR, repayable in March 2006, in an aggregate amount of up to #15 million. It is proposed that the facility will be drawn down in full following completion of the Placing and Open Offer. The Company's borrowings under the Robert Fleming Facility will be guaranteed by the Subsidiary. The Directors intend to fix the rate of interest payable by the Company by entering into an interest rate swap. Based on recent indicative sterling interest rate swaps offered in the London Inter Bank Market and the interest rate margin, the interest rate payable if draw down had been effected on 3 August 2000 would have been 7.43 per cent. per annum. The availability of the Robert Fleming Facility is subject to the passing of the Resolutions. Benefits of the Proposals for Shareholders On the basis of the Illustrative Issue Price, the Proposals are expected to have the following benefits: . an increase in dividends forecast for the financial year to 31 December 2001 dividends to 7.5p (net) per Income Share and 4.8p (net) per Ordinary Share as compared with a forecast for the current year of 7.065p (net) and 4.41p (net) respectively (1999 - 6.8p (net) and 4.2p (net) respectively. This forecast relates to dividends only and does not constitute a profit forecast. The forecast is based on the Assumptions set out below; . an increase in Cover for the ZDP Shares 2002 from 1.9 times to 2.0 times and a reduction in the hurdle rate from -19.6 per cent. to -24.5 per cent.; . an increase in Cover for the ZDP Shares 2006 from 1.1 times to 1.3 times, and a reduction in the hurdle rate from -13.2 per cent. to -15.3 per cent.; . an increase in the Net Asset Value of each Ordinary Share (after taking into account the expected expenses of the Proposals) of 2.2p per share; and . improved marketability for the Income Shares and the Ordinary Shares. Illustrative Return Statistics The New Shares are being issued in Package Units in the same proportions as the existing issued Income and Ordinary Share capital. Following the implementation of the Proposals, it is intended to invest the proceeds of the Placing and Open Offer and the Robert Fleming Facility so as to improve the average yield on the Company's investment portfolio whilst ensuring that the equity exposure to the market is kept at levels at which reasonable capital growth rates might be attainable. Income Shares The table below illustrates the NRYs and PAVs of an Income Share based on different assumed rates of growth in the Company's portfolio over the period to 31 March 2006. Illustrative Return Statistics for an Income Share to 31 March 2006 Portfolio asset and revenue growth per annum (%) 0.0 2.5 5.0 7.5 10.0 NRY (%) 0 8.3 10.4 11.0 11.7 PAV (p) 24.7 63 70 70 70 Notes: (i)NRYs are calculated on the basis on an imputed price of 75.25p per Income Share, based on the Illustrative Issue Price less the imputed value for the New Ordinary Shares in each Package Unit of 72.65p. (ii) The table above assumes different rates of growth in the Company's portfolio other than bonds; in relation to the portfolio of bonds, it is assumed that capital growth will not exceed 1 per cent. per annum and revenue growth will be nil. Based on an imputed price of 75.25p and the dividends forecast to be paid for the financial year to 31 December 2001, the net dividend yield on an Income Share over that period will be 9.97 per cent. per annum. Total assets would have to grow overall by 2.96 per cent. per annum to enable the PAV of an Income Share to equal the capital entitlement of 70p on 31 March 2006. Ordinary Shares The table below illustrates the NRYs and PAVs of an Ordinary Share based on different assumed rates of growth in the Company's portfolio over the period to 31 March 2006. Illustrative Return Statistics for an Ordinary Share to 31 March 2006 Portfolio asset and revenue growth per annum (%) 0.0 2.5 5.0 7.5 10.0 NRY (%) 0 0 0.1 13.5 22.8 PAV (p) 0 0 43.9 104.0 170.8 Notes: (i)NRYs are calculated on the basis on an imputed price of 72.65p per Ordinary Share, based on the Illustrative Issue Price less the imputed value for the New Income Shares in each Package Unit of 75.25p. (ii) The table above assumes different rates of growth in the Company's total portfolio other than bonds; in relation to the portfolio of bonds, it is assumed that capital growth will not exceed 1 per cent. per annum and revenue growth will be nil. Based on an imputed price of 72.65p and the dividends forecast to be paid for the financial year to 31 December 2001, the net dividend yield on an Ordinary Share over that period will be 6.61 per cent. per annum. Total assets would have to grow overall by 5.52 per cent. per annum to enable the PAV of an Ordinary Share to equal the imputed price of 72.65p on 31 March 2006. Redemption Yields and Projected Asset Values have been calculated to 31 March 2006, being the date on which the ZDP Shares 2006 are repaid. The figures in the tables above and the statements of expected yields and dividend forecasts contained above do not constitute profit forecasts and are based on the Assumptions set out below. Recommendation Your Directors, who have been advised by Old Mutual Securities, consider that the Proposals are in the best interests of all classes of the Company's Shareholders and of the Company's Shareholders as a whole. In giving its advice, Old Mutual Securities has placed reliance on the Director's commercial assessment of the Proposals. Accordingly, your Directors recommend the Company's Shareholders to vote in favour of the Resolutions to be proposed at the relevant meetings as they intend to do in respect of their own beneficial shareholdings, amounting in aggregate to 54,574 Income Shares (representing 0.2 per cent. of the issued Income Share capital), 54,574 Ordinary Shares (representing 0.3 per cent. of the issued Ordinary Share capital) and 13,450 ZDP Shares 2002 (representing 0.1 per cent. of the issued ZDP 2002 Share Capital). Principal Bases and Assumptions Save as otherwise stated, the dividend forecast by the Directors for the financial years ending 31 December 2000 and 31 December 2001, the return statistics (including NRYs and PAVs) which are included for illustrative purposes only, and other relevant financial information and statistics contained in the Circular have been based or calculated on the following principal bases and assumptions, namely that: 1. 266,954 Package Units are issued pursuant to the Placing and Open Offer at the Illustrative Issue Price and the net proceeds of the Placing and Open Offer are received on 1 September 2000; 2. bank borrowings of #15 million are drawn down in sterling on 1 September 2000 bearing interest at the rate of 7.5 per cent. per annum. No further monies are borrowed and interest on bank borrowings is charged 65 per cent. to capital account and 35 per cent. to revenue account; 3. the Group's total assets as at 1 September 2000 are #125.12 million, being equal to the net assets of the Group as at 1 August (the latest practicable date prior to the publication of this document) as enlarged by the net proceeds of the Placing and Open Offer and the Robert Fleming Facility and adjusted for the accrued entitlement of the ZDP Shares 2002 and the ZDP Shares 2006; 4. for the financial year ending 31 December 2001, the net dividend payable on an Income Share is 7.5p and on an Ordinary Share is 4.8p and dividends are declared thereafter in the same ratio. This should not be construed as a profit forecast; 5. substantially all of the income received by the Company (net of tax and expenses) is distributed by way of dividend; 6. the expenses of the Proposals of #495,000 (including irrecoverable VAT) are deducted from the net assets attributable to the Ordinary Shareholders; 7. excluding management expenses and interest payable on bank borrowings, the annual running expenses of the Group are #250,000, which increase at an inflation rate of 2 per cent. per annum and are charged to revenue account; 8. management fees are payable equal to 0.6 percent. per annum (plus irrecoverable VAT) of the value of the Group's total assets less liabilities (excluding from such liabilities the amount of the Robert Fleming Facility). 65 per cent. of the management fees payable by the Company and interest payable on bank borrowings are charged to the Company's capital account and 35 per cent. to the revenue account; 9. the ZDP Shares 2002 are repaid on 18 December 2002 at 233p per share and further zero dividend shares are issued on that date raising net proceeds equal to the total redemption amount of the ZDP Shares 2002 and having a capital entitlement which ranks behind the ZDP Shares 2006 and which increases at the same rate as the ZDP Shares 2002 until 31 March 2006; 10. the Subsidiary is wound up on 31 March 2006, without significant costs or expenditure, and ZDP 2006 Shareholders receive their final capital entitlement of 306.03p per share on that date; 11. the standard rate of corporation tax payable by the Group remains at 30 per cent.; no corporation tax on capital gains is payable by the Group and no liability to taxation or duty arises on any loan agreement entered into by the Group; and the allocation of certain expenses to capital account does not result in a notional transfer of tax relief from the revenue account to the capital account: 12. The Group's assets are divided into portfolios with the following characteristics: Equities Convertibles Bonds Percentage of total assets 70 15 15 Initial yield (% per annum) 2.85 7.5 9.5 Income growth rate (% per Variable Variable Nil annum) Capital growth rate (% per Variable Variable 1.0 annum) Expected Timetable 2000 Record Date close of business on 26 July Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)3.00 p.m. on 23 August Calculation Date* close of business on 24 August Latest time and date for receipt of completed Application Forms and payment in full for the New Shares 3.00 p.m. on 25 August Latest time and date for receipt of Forms of Proxy for the - Separate Class Meeting of ZDP 2006 Shareholders 11.00 a.m. on 27 August - Separate Class Meeting of Income Shareholders 11.10 a.m. on 27 August - Separate Class Meeting of Ordinary Shareholders 11.15 a.m. on 27 August - Separate Class Meeting of ZDP 2002 Shareholders 11.20 a.m. on 27 August - Extraordinary General Meeting 11.25 a.m. on 27 August Separate Class Meeting of ZDP 2006 Shareholders 11.00 a.m. on 29 August Extraordinary General Meeting of the Subsidiary 11.05 a.m. on 29 August Separate Class Meeting of Income Shareholders 11.10 a.m. on 29 August Separate Class Meeting of Ordinary Shareholders 11.15 a.m. on 29 August Separate Class Meeting of ZDP 2002 Shareholders 11.20 a.m. on 29 August Extraordinary General Meeting of the Company 11.25 a.m. on 29 August Announcement of Issue Price* 29 August Admission, commencement of dealings* 8.00 a.m. on 1 September CREST accounts credited against payment* 1 September Definitive certificates despatched in respect of the New Shares* 8 September Application forms are personal to the shareholder named thereon and may not be transferred except to satisfy bona fide market claims. * Note: In the event that any of the Separate Class Meetings or the Extraordinary General Meeting of the Company is inquorate, it will be adjourned to a date 7 days later and the subsequent dates in this timetable will change accordingly.
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