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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
New Zealand It | LSE:NZL | London | Ordinary Share | GB0006348741 | 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% | 426.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
FOR IMMEDIATE RELEASE The New Zealand Investment Trust plc ("the Company") 24 January 2008 Proposals for the voluntary winding-up and reconstruction of the Company Further to the announcement released on 28 November 2007, 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 and a unitisation (the "Scheme"). Under the Proposals, 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, for New Zealand Shareholders the Brook Tasman Fund (a New Zealand unit trust), and for UK Shareholders the CF iimia Growth and Income Fund (a sub-fund of a UK open-ended investment company). Introduction As confirmed in the statement accompanying the Company's interim results for the period to 30 April 2007, at the annual general meeting held on 10 May 2007 Shareholders supported the Board's recommendation to vote against the Company's continuation as a UK investment trust. The recommendation to vote against the continuation followed recent major tax reforms in New Zealand which have resulted in a UK investment trust no longer being the optimal structure for an investment by those of our Shareholders resident in New Zealand. Following the vote against the continuation of the Company as an investment trust, under the Articles the Board is required to present proposals for the voluntary liquidation, unitisation or other reorganisation of the Company for submission to Shareholders by no later than the date of the Annual General Meeting in 2008. After a review by the Board, in consultation with its advisers, of options regarding the Company's future, the Board has concluded that it is in Shareholders' interests to submit recommended proposals described herein. For regulatory reasons, Brook Tasman Fund cannot be made available under the Proposals to UK Shareholders or Overseas Holders (except those Overseas Holders who have satisfied the Directors that it is lawful for Brook Tasman Fund Units to be issued to them under any relevant overseas laws and regulations) and, similarly, CF iimia Growth and Income Fund cannot be made available to New Zealand Shareholders or Overseas Holders. Accordingly, the options available are as follows: UK Shareholders UK Shareholders may elect for: * the CF iimia Growth and Income Fund Option - to receive income shares in a sub-fund of a UK open-ended investment company which aims to provide capital growth and a reasonable level of income by investing primarily in a full range of both open-ended and closed-ended funds. CF iimia Growth and Income Fund is managed by iimia plc; and/or * the Cash Option - to receive cash in the liquidation of the Company. Accompanying the Circular for UK Shareholders is a Key Features Document for CF iimia Growth and Income Fund and (for all UK Shareholders on the New Zealand branch register and those UK Shareholders on the UK register who hold their Shares in certificated form) a personalised UK Form of Election. New Zealand Shareholders New Zealand Shareholders may elect for: * the Brook Tasman Fund Option - to receive units in a New Zealand unit trust, which aims to outperform the market over the long term by investing on a long term basis in New Zealand and Australian securities, the majority of which will be listed equities. Brook Tasman Fund is managed by Brook Asset Management Limited, the Company's existing investment adviser; and/or * the Cash Option - to receive cash in the liquidation of the Company. Accompanying the Circular for New Zealand Shareholders is an Investment Statement for Brook Tasman Fund (including an Application Form) and a personalised New Zealand Form of Election. Shareholders on the New Zealand branch register will receive their entitlement under the Cash Option in New Zealand dollars and, subject to any existing payment arrangements with Shareholders, Shareholders on the UK register will receive their entitlement in pounds sterling. Overseas Holders Overseas Holders will not receive a Form of Election and will (unless the Directors determine otherwise) be deemed to have elected for the Cash Option and accordingly will receive cash from the Company in respect of their entire holding of Shares (unless they have satisfied the Directors that it is lawful for Brook Tasman Fund Units to be issued to them under any relevant overseas laws and regulations). Overseas Holders on the New Zealand branch register will receive cash in the form of New Zealand dollars and Overseas Holders on the UK register will receive cash in the form of pounds sterling. Portfolio Composition In light of the proposed reconstruction of the Company, the composition of the portfolio has significantly changed in recent weeks. As at 22 January 2008, the portfolio comprised around 25 per cent. in quoted New Zealand companies' shares, 8 per cent. in quoted Australian companies' shares and 67 per cent. in cash or cash equivalents. Interim Dividend An interim dividend for the period ended 31 October 2007 of 7.5 pence per Share was declared on 11 December 2007 and was paid on 18 January 2008 to Shareholders on the Register on 21 December 2007. The Directors may declare and pay a final interim dividend prior to the liquidation of the Company if this is considered necessary to ensure that the Company continues to comply with the requirement for approval as an investment trust under Section 842 of the Taxes Act. Directors' Share Options There are currently options to subscribe for 77,000 Shares issued to the Directors. Pursuant to the Share Option Scheme, the exercise period commences on the third anniversary of the date of grant and ends on the tenth anniversary of the date of grant. The rules of the Share Option Scheme also provide, however, that in the event of a voluntary winding-up of the Company the exercise period for share options is the period of six months commencing on the date when the resolution for winding-up is passed. In order to avoid the technical difficulties associated with permitting the exercise of share options following the commencement of liquidation in the context of a scheme of reconstruction, it is proposed that the Liquidators will pay an amount to the option holders for the cancellation of all their share options such that, financially, the Directors and Shareholders will be in the same position as if the Directors had exercised their options (other than any options where the exercise price is greater than the Cash Option value) and elected for the Cash Option in respect of the Shares received. On the basis of the unaudited net asset value as at 16 January 2008 announced on 18 January 2008 (being the latest practicable date prior to the printing of the Circular) and the aggregate subscription amount of £178,454 in respect of the exercise of all the share options, the cancellation payments would amount in aggregate to approximately £170,000. If in respect of any option(s) the amount calculated to be paid in consideration for its cancellation is a negative figure, no payment will be made and such option(s) shall lapse. The Proposals Under the Proposals the Company will be wound up on 29 February 2008. Subject to the Scheme becoming unconditional in all respects, Shareholders will have a choice between continuing their investment by electing for one of the Rollover Options listed above and/or realising some or all of their investment for cash under the Cash Option. Shareholders will be entitled to receive their Residual Net Asset Value per Share in respect of their Rollover Options. The Residual Net Value per Share for these purposes is an amount equal to the net asset value of the Company at the Calculation Date minus the Retention, divided by the number of Shares in issue. For illustrative purposes, the net assets of the Company as at 16 January 2008 published on 18 January 2008 (being the latest practicable date prior to the printing of the Circular) were approximately £44.04 million. The amount of these net assets takes into account the estimated cancellation payment in respect of the share options but does not provide for the anticipated costs of the Proposals and of liquidating the Company (estimated at approximately £ 500,000) or the retention anticipated to be required by the Liquidators (to meet contingent and unknown liabilities) of £100,000. Based on the net assets of the Company adjusted for the costs described above and adding back current period revenue and assuming that there is no change in those net assets between now and 29 February 2008; that income shares in CF iimia Growth and Income Fund are issued at 126.48p (being their issue price as at close of business on 22 January 2008); that units in Brook Tasman Fund are issued at NZ$0.9519 (being their issue price as at close of business on 22 January 2008); and that the exchange rate between NZ$ and pounds sterling is NZ$2.5562:£1 (being the exchange rate on 16 January 2008 and used for the purposes of calculating the net asset value of the Company on that date), this would give rise to the following payments per Share in cash or Rollover Securities under the Proposals: 453.05p or NZ$11.58 in cash; or 3.582 income shares in CF iimia Growth and Income Fund; or 12.1660 units in Brook Tasman Fund. Note: the above is provided for illustrative purposes only. Only UK Shareholders are entitled to receive CF iimia Growth and Income Fund Shares pursuant to the Scheme. UK Shareholders are not entitled to receive Brook Tasman Fund Units pursuant to the Scheme. Due to the interval between the Calculation Date (28 February 2008) and the Transfer Date, being the date on which it is anticipated that the Company's assets will be transferred to the Rollover Funds (29 February 2008 or in the case of the Brook Tasman Fund, 3 March 2008), Shareholders who elect for a 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 relevant Rollover Pool. Shareholders should note that any further payments over and above the Residual Net Asset Value per Share would be made in cash to all Shareholders regardless of the Rollover Option they choose. Such payments would be made in the event that any funds retained in the Liquidation Pool are not required to meet costs or liabilities of the Company. Advantages of the Proposals The Directors believe that the Proposals are in the best interests of Shareholders because: * they should allow New Zealand Shareholders who elect to roll over into Brook Tasman Fund to retain their investment exposure to New Zealand and Australia in a more tax efficient manner as those Shareholders should enjoy the benefits of dividend imputation credits and, in many cases, lower marginal tax rates; * they should allow UK Shareholders to elect to receive CF iimia Growth and Income Fund Shares without triggering a disposal for capital gains purposes until disposing of such securities at a time of their choosing; * Shareholders who elect for the Cash Option will be able to receive cash in the liquidation of the Company; * Brook Asset Management Limited, in its capacity as manager of Brook Tasman Fund, has agreed to waive any minimum investment levels for New Zealand Shareholders electing for the Brook Tasman Fund Option; and * UK Shareholders who acquire CF iimia Growth and Income Fund Shares pursuant to the Proposals will acquire those Shares on terms which are more favourable than the terms on which Shareholders could generally purchase such shares since they will not be charged an initial fee on the value of the shares issued by CF iimia Growth and Income Fund. The ACD has further agreed to waive any minimum investment levels for UK Shareholders electing for the CF iimia Growth and Income Fund Option. The choice between the options available under the Proposals will be a matter for each Shareholder to decide and will be influenced by their individual circumstances and investment objectives. Shareholders should accordingly, before making any Election, read carefully the information on the choices available to them as set out in the Circular. Shareholders who are in any doubt as to the contents of the Circular or as to the action to be taken should immediately seek their own personal financial advice from their independent professional adviser authorised under the Financial Services and Markets Act 2000, or in the case of recipients outside the United Kingdom, their stockbroker, bank manager, solicitor, accountant and/ or other financial adviser. Rollover Options UK Shareholders will be sent with the Circular a Key Features Document, Simplified Prospectus and factsheet relating to CF iimia Growth and Income Fund. CF iimia Growth and Income Fund aims to provide capital growth and a reasonable level of income by investing primarily in a range of open-ended and closed-ended funds. Only UK Shareholders are entitled to receive CF iimia Growth and Income Fund Shares pursuant to the Scheme. New Zealand Shareholders will be sent with the Circular an Investment Statement relating to Brook Tasman Fund. Brook Tasman Fund aims to outperform the market over the long term by investing on a long term basis in New Zealand and Australian securities. UK Shareholders are not entitled to receive Brook Tasman Fund Units pursuant to the Scheme. Brook Tasman Fund is a unit trust regulated in New Zealand but for UK purposes is an unregulated collective investment scheme pursuant to the provisions of Section 238 of the Financial Services and Markets Act 2000 and its promotion in the UK is therefore restricted. Shareholders with registered addresses outside the United Kingdom and New Zealand should read the section headed "Overseas Holders" in Part II of the Circular. Overseas Holders will not receive a Form of Election and will (unless the Directors determine otherwise) be deemed to have elected for the Cash Option and accordingly will receive cash from the Company in respect of their entire holding of Shares (unless they have satisfied the Directors that it is lawful for Brook Tasman Fund Units to be issued to them under any relevant overseas laws and regulations). Overseas Holders on the New Zealand branch register will receive cash in the form of New Zealand dollars and Overseas Holders on the UK register will receive cash in the form of pounds sterling. Cash Option Shareholders on the UK register who elect (or are deemed to 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. Shareholders on the New Zealand branch register who elect (or are deemed to elect) for the Cash Option will receive a cheque in respect of their entitlement. Shareholders on the New Zealand branch register will receive their entitlement under the Cash Option in New Zealand dollars. Subject to any existing payment arrangements with Shareholders, Shareholders on the UK register will receive their entitlement in pounds sterling. Failure to make an Election Shareholders who make no valid Election will be deemed to have elected for the Cash Option. Liquidation Pool 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 Pool to meet all estimated liabilities and contingencies. The Liquidators will also provide in the Liquidation Pool 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 £ 100,000. To the extent that funds in the Liquidation Pool are not required they will be distributed by the Liquidators at a later date, in cash, to all Shareholders on the Record Date, regardless of the option(s) they choose. Details of the Proposals As part of the reconstruction and winding-up of the Company it is necessary, for technical reasons, to amend the Articles in order to reorganise its share capital. Set out in the Circular are the notices convening the GMs. At the First GM, special resolutions will be proposed to (i) re-classify the rights attaching to the Shares such that those Shareholders who elect to roll over some or all of their Shares into CF iimia Growth and Income Fund will, in respect of such Shares, hold shares with "A" rights giving them the right to receive CF iimia Growth and Income Fund Shares on a winding-up of the Company, those Shareholders who elect to roll over some or all of their Shares into Brook Tasman Fund will, in respect of such Shares, hold shares with "B" rights giving them the right to receive Brook Tasman Fund Units on a winding-up of the Company and those Shareholders who elect, or are deemed to elect, to receive cash in respect of some or all of their Shares will, in respect of such Shares, hold Shares with "C" rights giving them the right to receive cash on a 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 the NZSX; and (iii) amend the Articles for the purposes of its implementation. 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. At the First GM and the Second GM, every member present in person or (being a corporation) by representative or by proxy shall on a show of hands have one vote, and on a poll shall have one vote for every Share held by him. In the event that the special resolutions are not passed at the First GM or the Second GM, a special resolution will instead be proposed at the Third GM to wind up the Company voluntarily. Weighted voting rights will apply at the Third GM, pursuant to article 150(B) of the Articles, which will have the effect of ensuring that the Company will be wound up. In order to implement the Scheme, the assets of the Company will be divided into four Pools, the Cash Pool, the CF iimia Rollover Pool, the Brook Tasman Rollover Pool and the Liquidation Pool, 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 each of the Rollover Options and the value attributable to Elections (and deemed Elections) for the Cash Option as a proportion of the total value attributable to Elections. In order to make the division between the four Pools, the Manager in consultation with the Liquidators will calculate for the purposes of determining Residual Net Asset Value the aggregate value of the Company in accordance with the Scheme as at 5.00 p.m. on the Calculation Date. Overseas Holders Overseas Holders will not receive a Form of Election and will (unless the Directors determine otherwise) be deemed to have elected for the Cash Option and accordingly will receive cash from the Company in respect of their entire holding of Shares (unless they have satisfied the Directors that it is lawful for Brook Tasman Fund Units to be issued to them under any relevant overseas laws and regulations). Overseas Holders on the New Zealand branch register will receive cash in the form of New Zealand dollars and Overseas Holders on the UK register will receive cash in the form of pounds sterling. Costs and Expenses The total costs in connection with the Proposals and the liquidation are estimated to be approximately £500,000 (inclusive of VAT and the estimated Liquidators' costs but excluding the Retention). Conditions to the Proposals The Proposals which provide for, and which will effect, the Rollover Options, are conditional upon (i) the resolutions at the First GM and the Second GM being passed; (ii) the admission to the Official List of the UK Listing Authority of the Reclassified Shares; and (iii) the Directors not resolving to abandon the Scheme. In the event that the Proposals do 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. Certain considerations relating to the Proposals The implementation of, and an Election for one or more options under, the Proposals carry with them certain considerations for Shareholders as described below: * in the event that any of the Resolutions to be proposed at the First GM and the Second GM are not passed, the Scheme will not be implemented and the Company will be wound up on 29 February 2008; * due to the interval between the Calculation Date (28 February 2008) and the date on which the Rollover Funds will issue their respective securities (29 February 2008 or, in the case of the Brook Tasman Fund, 3 March 2008), Shareholders who elect for Rollover Securities will be exposed to movements over that interval in the market value of the assets of the Company to be transferred to the Rollover Funds and therefore the number of Rollover Securities to which they are entitled; * if UK Shareholders elect to roll over some or all of their entitlement into CF iimia Growth and Income Fund, the subsequent disposal by such Shareholders of shares in that fund will constitute a disposal for the purposes of crystallising a liability to capital gains tax; * there can be no assurance that CF iimia Growth and Income Fund and/or Brook Tasman Fund will not raise its annual management charge and/or other fees in the future; or that there will not be any changes to key personnel within iimia plc and/or Brook Asset Management; or that the investment objective and policy of CF iimia Growth and Income Fund and/or Brook Tasman Fund will not change; and * New Zealand Shareholders not subject to the Fair Dividend Rate rules who did not acquire their Shares with the purpose of resale or as part of a business trading in shares may wish to consider selling their Shares rather than participating in the liquidation process because they could otherwise be subject to tax on some or all of the proceeds distributed as part of the liquidation of the Company. Risk Factors Shareholders' attention is drawn to the risk factors relating to an investment in the Rollover Funds as set out in the Key Features Document or Investment Statement, as the case may be. For the purposes of the Proposals, the assets attributable to the Rollover Pools will be valued at the close of business on the Calculation Date, being 28 February 2008. For the purposes of calculating the number of Rollover Securities to be issued, the value of those assets to be transferred to the CF iimia Growth and Income Fund will be calculated on the basis of their value as at 10.00 a.m. on 29 February 2008 and the value of the assets to be transferred to the Brook Tasman Fund will be calculated on the basis of their value as at 5.00 p.m. on the date of receipt of the assets by the trustee of the Brook Tasman Fund. Any movement in the value of the assets during the interim period may have a positive or negative effect on the value of the entitlements of those Shareholders who have made an Election for a Rollover Option. Expected timetable 2008 20 February 10.30 a.m. Latest time and date for receipt of Forms of Proxy for the First GM (11.30 p.m.) * 21 February 1.00 p.m. Latest time and date for receipt of the Forms of Election (and, if applicable, Application Forms) (1.00 p.m.)* from Shareholders on the UK register and the New Zealand branch register and TTE Instructions from CREST Shareholders 21 February 5.00 p.m. Record Date for entitlement to the Scheme and share register closes 22 February 10.30 a.m. First GM and Shares reclassified into Reclassified Shares** (11.30 p.m.) * 22 February Results of elections announced 23 February 8.00 a.m. Shares reclassified into Reclassified Shares in the Official List and share register opens 27 February Latest time and date for receipt of Forms of Proxy for the Second GM (10.30 a.m.)/(11.30 p.m. *) and the Third GM (10.40 a.m.)/(11.40 p.m.*) 28 February 5.00 p.m. Calculation Date 29 February 7.30 a.m. Listing of Reclassified Shares on the Official List suspended 29 February 10.30 a.m. Second GM and (i) if the Scheme becomes unconditional, Effective Date for the (11.30 p.m.) implementation of the Proposals and commencement * of liquidation or (ii) if the Scheme does not become unconditional, requirement for Third GM (10.40 a.m.)/(11.40 p.m.*) 29 February 10.40 a.m. In the event the resolutions are not passed at the Second GM, Third GM is held (11.40 p.m.) * 3 March Contract notes for CF iimia Growth and Income Fund Shares despatched and CREST participants to be credited through the CREST system Week commencing Cheques expected to be despatched to Shareholders who elect for the Cash Option 10 March It is expected that the listing of Shares on the Official list of the UK Listing Authority will be cancelled on 2 March 2009. Additional relevant dates for New Zealand Shareholders 2008 14 February 5.00 p.m.* Trading halt commences for trading of Shares on NZSX. No further trading on NZSX 3 March 8.00 a.m.* Quotation of Shares and listing of Company on NZSX cancelled Week commencing Transaction statements for units in Brook Tasman 3 March Fund despatched Week commencing Cheques expected to be despatched to 10 March Shareholders who elect for the Cash Option References to time and dates in this document are, unless otherwise indicated, to United Kingdom times and dates. * References to time and date in New Zealand. ** Reclassified Shares are a technical requirement of the Scheme and will be created if the first resolution to be proposed at the First GM is passed and becomes effective. General Full details of the Proposals and the notices of the general meeting of the Company are set out in a circular which is being despatched to the Company's Shareholders today ("Circular"). 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 Landsbanki Securities (UK) Limited Paul Fincham/Jonathan Becher +44 (0)20 7426 9000 First NZ Capital Securities Limited Peter Irwin +64 4 496 5316 Note: This announcement is made by the Company in compliance with its objectives as a company whose shares are listed on both the Official List of the UK Listing Authority and on the New Zealand Stock Exchange. This announcement, which is not made by or on behalf of Brook or iimia, does not contain or constitute an offer of securities in any of the investment vehicles referred to in this announcement and does not contain or comprise any recommendation, opinion or guidance to shareholders in relation to acquiring or subscribing for, or agreeing to acquire or subscribe for, any of those securities. Landsbanki Securities (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no one else in connection with the Proposals and other matters referred to herein or the Circular and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Landsbanki Securities (UK) Limited or for affording advice in relation to the Proposals or any matter referred to in this document or the Circular. END
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