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Name | Symbol | Market | Type |
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Pewt Sec. Zdp | LSE:PEWZ | London | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 219.38 | 0 | 01:00:00 |
TIDMPEWZ 20 November 2015 PEWT Securities PLC ("PEWT Securities" or the "Company") Publication of Circular and Announcement of Proposals PEWT Securities plc has today published a circular (the "Circular") in connection with the proposals for the reconstruction and voluntary winding-up of PEWT Securities and for a Rollover Option for ZDP Shareholders. The Circular should be read in conjunction with the prospectus published today relating to PEWT Securities 2020 plc (the "Prospectus"). The Existing ZDP Shares of PEWT Securities confer a right to receive a Final Capital Entitlement of 221.78p per Existing ZDP Share (approximately GBP49.8 million in total) on the winding up of PEWT Securities on 31 December 2015. At time of the 2014 reorganisation, the board of the Company's parent, Premier Energy and Water Trust plc, announced its intention to consider the various options that may be available for refinancing the Existing ZDP Shares nearer to the planned winding-up of PEWT Securities, including the issuance by the Group of a follow-on zero dividend preference share, to allow ZDP Shareholders who wish to do so the opportunity to roll over their investment into a similar investment. Further to this, the Board have today announced Proposals which allow ZDP Shareholders to elect to receive their Final Capital Entitlement of 221.78p per Existing ZDP Share upon the winding-up of PEWT Securities either: * in cash; or * to roll over some or all of their investment into New ZDP Shares to be issued by PEWT Securities 2020 plc ("PEWT Securities 2020"), a new subsidiary of the Parent formed for the purpose of the Proposals. The latest time and date for receipt of Elections is 1.00 p.m. on 11 December 2015. If the number of New ZDP Shares which would be issuable pursuant to the Scheme as a result of giving full effect to Elections for the Rollover Option would exceed the Maximum Issue Size, then the number of New ZDP Shares issuable pursuant to the Scheme will be scaled back in the manner set out in the Circular. A copy of the Circular and Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http:// www.morningstar.co.uk/uk/NSM and on the Company's website: https:// www.premierfunds.co.uk/investors/investments/investment-trusts/ premier-energy-and-water-trust. Copies of the Circular and Prospectus, together with a Form of Election (for those ZDP Shareholders holding their Existing ZDP Shares in certificated form), will be sent to ZDP Shareholders of the Company today. Capitalised terms used but not defined in this announcement have the meanings set out in the Circular dated 20 November 2015. Enquiries: Premier Fund Managers Limited + 44 (0) 1483 30 60 90 Nigel Sidebottom James Smith Claire Long N+1 Singer + 44 (0) 20 7496 3000 James Maxwell Liz Yong Tom Smale The following is a reproduction, without material adjustment, of the Chairman's Letter to ZDP Shareholders which is contained within the Circular: Dear ZDP Shareholder Reconstruction and voluntary winding-up of PEWT Securities 1. Introduction As you will be aware, PEWT Securities is due to be wound up on 31 December 2015 and ZDP Shareholders repaid their Final Capital Entitlement of 221.78p per ZDP Share. Your Board announced today proposals for an issue of New ZDP Shares and the opportunity for existing ZDP Shareholders to roll over their capital entitlement into New ZDP Shares. The Proposals provide for a members' voluntary liquidation of PEWT Securities and scheme of reconstruction pursuant to section 110 of the Insolvency Act 1986. Under the Proposals, ZDP Shareholders may receive their Final Capital Entitlement upon the winding-up of PEWT Securities in cash or elect to roll over some or all of their investment into New ZDP Shares to be issued by PEWT Securities 2020, a new subsidiary of the Parent formed for the purpose of the Proposals. A rollover of an investment in the Existing ZDP Shares to the New ZDP Shares issued by PEWT Securities 2020 provides an alternative to the cash payment to which ZDP Shareholders are entitled upon a straight winding-up and will allow ZDP Shareholders who elect for the rollover to continue their investment in the Group. ZDP Shareholders who elect to roll over their investment into New ZDP Shares should not generally be treated as making a disposal for the purposes of UK taxation of chargeable gains as a result of doing so (as to which, please see the discussion at paragraph 2 of Part 5 of the Circular). In addition to the Scheme, the Proposals also include a conditional Placing of further New ZDP Shares. The number of New ZDP Shares to be issued pursuant to the overall Issue is limited to the Maximum Issue Size, which is designed to protect New ZDP Shareholders by ensuring that the Cover on the New ZDP Shares as at Admission (calculated by reference to the Gross Assets as at 11 December 2015, the deadline for submission of Elections) is at least the Minimum Initial Cover. ZDP Shareholders seeking to roll over their investment into New ZDP Shares will be allocated New ZDP Shares in preference to any subscriptions from investors under the Placing. Accordingly, if there is sufficient demand for the Rollover Option from ZDP Shareholders, it is possible that no New ZDP Shares will be issued pursuant to the Placing. The Proposals are not conditional on the approval of ZDP Shareholders or Ordinary Shareholders of the Parent. The Proposals are conditional on the approval of the ordinary shareholder of PEWT Securities, which is the Parent, at the General Meetings. The Proposals are expected to proceed and the Circular is being sent to provide ZDP Shareholders with information regarding the Proposals and the Elections that may be made in respect of the Scheme. Details of the action to be taken by ZDP Shareholders in relation to the Proposals are set out in Part 2 of the Circular. It is important that ZDP Shareholders read Part 2 carefully and, if they wish to make a full or partial election for New ZDP Shares, where their Existing ZDP Shares are held in certificated form, return their Forms of Election or, where their Existing ZDP Shares are held in uncertificated form, submit their transfer to escrow instruction via CREST (TTE Instruction) so as to be received no later than 1.00 p.m. on 11 December 2015. Failure to return or submit a valid Form of Election or a TTE Instruction or the return or submission of a Form of Election or a TTE Instruction which is not validly completed will result in the relevant ZDP Shareholder being deemed to have elected for the Cash Option. The attention of Shareholders is drawn to paragraph 2 of Part 5 of the Circular which sets out a general guide to certain aspects of current UK taxation law and HMRC published practice. The Circular should be read in conjunction with the Prospectus relating to PEWT Securities 2020. 1. Key features of the New ZDP Shares The New ZDP Shares: * will have a repayment date of 30 November 2020 and will effectively rank as to capital in priority to the Ordinary Shares; * are designed to provide a pre-determined level of capital growth equivalent to a gross redemption yield of 4.75 per cent. per annum based on the issue price of a New ZDP Share of 100p; and * subject to the Group having sufficient assets at the time and assuming the Scheme is effective on 31 December 2015, will carry the right to be paid the 2020 Final Capital Entitlement of 125.6519p in cash on 30 November 2020. The Issue Price will be 100 pence per New ZDP Share. Accordingly, if a ZDP Shareholder were to elect for the Rollover Option, where there is no scaling back, they would receive 2,217 New ZDP Shares for every 1,000 Existing ZDP Shares held on the Effective Date (entitlements to New ZDP Shares under the Scheme will be rounded down to the nearest whole number). However, the number of New ZDP Shares that may be issued under the Issue is limited to the Maximum Issue Size. The Board has determined that the gearing to be provided to the Group by the New ZDP Shares will be less than the gearing currently provided to the Group by the Existing ZDP Shares. Accordingly, if a sufficient number of ZDP Shareholders were to elect for the Rollover Option, such ZDP Shareholders would be scaled back in accordance with paragraph 14 of Part 4 of the Circular and would receive part of their Final Capital Entitlement in cash. By way of example, and assuming that the Maximum Issue Size is achieved, if all ZDP Shareholders elect for the Rollover Option, each ZDP Shareholder will be scaled back to the extent that they would receive approximately 53.6 per cent. of their Final Capital Entitlement in New ZDP Shares and the remainder of their Final Capital Entitlement in cash. On the assumption that (i) Gross Assets on 31 December 2015 are GBP75.9 million, which were the Gross Assets as at the Latest Practicable Date; and (ii) the Maximum Issue Size is achieved, then it is expected that following completion of the Scheme and the Placing, Gross Assets would need to fall by 31.0 per cent. in total, and 7.3 per cent. annually, in order for the New ZDP Shares not to receive their full 2020 Final Capital Entitlement of 125.6519p per New ZDP Share on 30 November 2020. 1. Background to the Proposals In August 2014, Shareholders approved proposals to extend the life of the Parent beyond its then-planned winding up date of 31 December 2015 and to implement a reorganisation of the Parent through a scheme of arrangement. The reorganisation became effective in September 2014, pursuant to which old zero dividend preference shares issued by the Parent were replaced with the Existing ZDP Shares issued by PEWT Securities, a subsidiary of the Parent which was formed for the purpose of the reorganisation.
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