Merger Update

JOINT ANNOUNCEMENT BLUE PLANET INTERNATIONAL FINANCIALS INVESTMENT TRUST PLC ("INTERNATIONAL") BLUE PLANET WORLDWIDE FINANCIALS INVESTMENT TRUST PLC ("WORLDWIDE") BLUE PLANET FINANCIALS GROWTH & INCOME INVESTMENT TRUSTS NOs (1 - 10) PLC (together "G&I" and each a "G&I Trust") 26 MARCH 2012 RECOMMENDED PROPOSALS TO MERGE INTERNATIONAL, WORLDWIDE AND G&I (TOGETHER THE "COMPANIES") - TO BE COMPLETED PURSUANT TO SCHEMES OF RECONSTRUCTION UNDER SECTION 110 OF THE INSOLVENCY ACT 1986 ("IA 1986") SUMMARY The boards of International, Worldwide and each G&I Trust (together the "Boards" and each a "Board") announced on 22 December 2011 that they were evaluating the possibility of effectively merging Worldwide and each G&I Trust (together the "Targets" and each a "Target") into International. The Boards are pleased to advise that discussions have now successfully concluded and they are today writing to set out the merger proposals to their respective shareholders for consideration. The merger will be effected by each Target being placed into members' voluntary liquidation pursuant to a scheme of reconstruction under Section 110 of the Insolvency Act 1986 ("Scheme" and together the "Schemes"). Shareholders should note that the merger by way of the Schemes will be outside the provisions of the City Code on Takeovers and Mergers. BENEFITS OF THE MERGER The Boards consider that the merger will bring a number of benefits to all of the groups of shareholders through: * the creation of a single investment trust ("Enlarged Company") of a more economically efficient size with a greater capital base over which to spread annual running costs; * a significant reduction in annual normal running costs for the Enlarged Company compared to the aggregate annual running costs of the separate Companies; * the potential resumption of dividend payments to shareholders in the future through the increased size and reduced running costs of the Enlarged Company, which should also help improve liquidity in the secondary market and reduce the share price discount to NAV; * an increase in the NAV per share of the Enlarged Company through the cancellation of the cross shareholdings between the Companies; * a simplified structure with a better ability to take advantage of market opportunities in a more responsive and efficient manner; and * simplification of administration and corporate governance under one board of directors. THE SCHEMES The mechanism by which the merger will be completed is as follows: * each Target will be placed into members' voluntary liquidation pursuant to a scheme of reconstruction under Section 110 IA 1986; and * all of the assets and liabilities of each Target will be transferred to International in consideration for the issue of new International shares ("New Shares"), which will be issued directly to the shareholders of the relevant Target. The Schemes will be completed on a relative net asset value basis as at the Calculation Date (this being 26 April 2012), adjusted to take into account the relevant company's allocation of the estimated merger costs. Each Scheme is conditional on the other Schemes becoming unconditional, which includes the proposed change to International's investment policy to be approved by International shareholders (as detailed below). Following completion of the Schemes, each of the Targets will be wound up. Each Scheme will require the approval by the shareholders of the relevant company of the relevant resolutions to be proposed at their general meetings (convened for 19 April 2012 for all Companies and 27 April 2012 in respect of the Targets alone), as well as certain other conditions applicable to each relevant Scheme. It is hoped that the merger will complete on 27 April 2012. However, if the conditions have not been satisfied or have been waived by 31 May 2012, the Schemes will not become effective and each company will continue in its current form. ILLUSTRATION OF THE MERGER Had the merger been completed on 29 February 2012 pursuant to the Schemes, the number of New Shares that would have been issued for every existing Target share held are as follows: Number of New Shares Worldwide share 1.25 G&I share / G&I unit 0.138 / 1.38 BACKGROUND TO THE COMPANIES International was launched in 1999, being renamed Blue Planet European Financial Investment Trust plc in 2001 and then Blue Planet International Financials Investment Trust plc in July 2011. International's current investment policy is to invest in securities issued by quoted financial companies located anywhere in the world with the objective of providing investors with a high rate of capital growth. As at 29 February 2012 (taken from the unaudited management accounts of International to that date), International had unaudited net assets of £6,108,486 (38.08p per share) and, in aggregate, 29 investments in equity securities with a carrying value of £8.2 million, five investments in fixed income securities with a carrying value of £ 791,000 and £79,000 of cash or near cash assets. Worldwide was also launched in 1999, being renamed Blue Planet Worldwide Financials Investment Trust plc in 2001. Worldwide's investment policy is to invest in securities issued by quoted financial companies located anywhere in the world with the objective of providing investors with a high rate of total return. As at 29 February 2012 (taken from the unaudited management accounts of Worldwide to that date), Worldwide had unaudited net assets of £6,714,300 (47.70p per Worldwide Share) and, in aggregate, 28 investments in equity securities with a carrying value of £5.4 million, five investments in fixed income securities with a carrying value of £1.2 million and £85,000 of cash or near cash. G&I are ten separate companies launched in 1996 but have, since launch, operated as a single entity. G&I were renamed Blue Planet Financials Growth & Income Investment Trusts Nos (1 - 10) plc in 2001. G&I's investment policy is to invest in securities issued by quoted financial companies located anywhere in the world with the objective of providing investors with a total return greater than Bloomberg World Financials Index. As at 29 February 2012 (taken from the unaudited management accounts of G&I to that date), G&I had aggregate unaudited net assets of £7,199,975 (5.27p per G&I Share and 52.68p per G&I Unit) and, in aggregate, 22 investments in equity securities with a carrying value of £5.0 million, six investments in fixed income securities with a carrying value of £2.0 million and £5,000 of cash or near cash. CHANGE TO THE INTERNATIONAL INVESTMENT POLICY The objective of the Boards is to create an enlarged and more efficient investment trust - one with a significantly lower total expense ratio. The International Board is seeking to complement this increased efficiency with a new, more diversified and flexible investment policy with the aim of further improving shareholder returns and reducing risk. Under the current investment policy, International's investments are restricted to the financial sector which has experienced severe difficulties in recent years resulting in it being one of the worst performing sectors of stock markets globally. Accordingly, it is proposed to change the investment policy of International to allow International to invest a proportion of the portfolio outside of the financial sector and diversify its portfolio generally. International will also adopt, as part of the proposed investment policy, an objective of providing investors with a combination of capital growth and income. The proposed investment policy is set out in full in the documents being sent out to shareholders. The change to the investment policy requires International shareholder approval, which is being sought at the International general meeting and is not subject to the merger becoming effective. The merger pursuant to the Schemes will not proceed, however, if the change to International's investment policy is not approved by International shareholders so as to provide certainty as to the investment policy which will apply to the Target funds brought across as part of the merger process. MERGER COSTS The Boards believe that the Schemes provide an efficient way of merging the Companies with a lower level of costs compared with other merger routes. The merger costs are expected to be £673,000 inclusive of VAT (including the secretarial and administration termination costs but assuming there are no investment management termination costs, an explanation of which is set out below). The merger costs (other than the Termination Costs (this being the investment management termination costs and the secretarial and administration termination costs)) will be split between the Companies proportionately by reference to their merger values (ignoring the merger costs and the Termination Costs). The secretarial and administration termination costs will be payable by the Targets but will be allocated equally between International, Worldwide and G&I on calculating their merger values, reflecting that all shareholders will benefit from the annual overall reduction in secretarial and administration fees from £ 300,000 to £196,000. The investment management termination costs (as further explained below) will be the responsibility of the relevant Target in respect of which the cost is incurred. The allocation of the merger costs will be taken into account in the calculation of the merger values. Completion of the Schemes at the same time is expected to result in the Merger Costs being lower per company than had a merger been completed with only one of the Targets (or another single company). The reduction in the normal running costs for the Enlarged Company compared to the Companies in aggregate is estimated to be over £350,000 per annum. On the assumption that immediately after the merger the net assets of the Enlarged Company remain the same, the normal running costs of the Enlarged Company is expected to represent 3.7% per annum of the expected net assets of the Enlarged Company. On the same basis, the Boards believe that the costs of the merger would be recovered within 24 months. Shareholders should note, however, that the cancellation of the cross shareholdings (as further detailed below), while reducing gross assets, is expected to result in an increase in the NAV per share in the Enlarged Company whereby the net effect when taking into consideration the merger costs is to increase the NAV per share of the Enlarged Company by 0.41% per share (compared against the NAV per International share as at 29 February 2012). MANAGEMENT AND ADMINISTRATION ARRANGEMENTS The investment management and secretarial and administration fees in respect of each of the Companies are as follows: * a monthly investment management fee to Blue Planet Investment Managers Ltd ("BPIM") of an amount equivalent to 0.125% of the gross assets of the relevant company; and * an annual secretarial and administration fee to Blue Planet Investment Advisers Ltd ("BPIA") of £100,000 (ie £300,000 in aggregate across the Companies per annum). The investment management arrangements as set out above will continue with BPIM following the merger. The annual secretarial and administration arrangements will be moved across to BPIM from BPIA to achieve efficiency and reduce costs for the benefit of all shareholders. This will be effected through the termination of the existing arrangement with BPIA and the entering into of equivalent arrangements with BPIM, save that the annual fee will be £196,000 for the Enlarged Company. While this results in an aggregate saving of £104,000 per annum across the Companies, the increase to the fee for the Enlarged Company in absolute terms reflects the need to spread across a single company the underlying costs incurred in providing the secretarial and administration services. Accordingly, following the merger, the Enlarged Company will pay to BPIM a monthly investment management fee of 0.125% of the gross assets of the Enlarged Company and an annual secretarial and administration fee of £196,000. With regard to each of the Targets, BPIM and BPIA have agreed that their appointments will be terminated from the merger effective date, subject to the relevant Schemes becoming effective and the following compensation payments in lieu of notice (Termination Costs): * in respect of BPIM, an amount equivalent to 3% of any cash leakage (this being equivalent to two years' investment management fees on any equivalent amount not rolled into the Enlarged Company in respect of each Target (each G&I Trust being treated separately) - BPIM may, in its sole discretion, decide to waive the fee in respect of a Target if the amount of the cash leakage in respect of that Target is immaterial; and * in respect of BPIA, £208,000 (this being equivalent to two years savings in respect of the reduced secretarial and administration fees for the Enlarged Company) split equally between Worldwide and G&I (the allocation to G&I split equally between each G&I Trust). In respect of a Target, cash leakage for these purposes means the aggregate estimated break value paid to dissenting Target shareholders by the liquidator agreed by the relevant Target Boards, BPIM and the liquidator. It is not intended to proceed with the merger if there are dissenting Target shareholders (unless they only represent an immaterial amount of the share capital of the Targets), this payment is not expected to be material. THE INTERNATIONAL BOARD The Boards have considered what the size and future constitution of the board of the Enlarged Company should be following the merger. It has been agreed that, subject to and immediately following the merger becoming effective the Board should comprise one director from each of the Companies. As a result, David Thomas and Kay Bendall will resign as directors of International and Kenneth Murray (being a director of Worldwide) and Victoria Killay (being a director of G&I) will be appointed as directors of International. This will reduce the aggregate number of directors across the Companies from 9 to 3 and will result in a cost saving of £88,000 per annum in aggregate across the Companies. CROSS SHAREHOLDINGS The Companies have, over the last few years, acquired shares in each other as part of each of their investment strategies. These shareholdings have been transferred to Investment Company Investments LLP as capital contributions to allow the proposed merger to proceed free of certain CA 2006 complications. Following completion of the merger, International will be the sole member of Investment Company Investments LLP whose only valuable assets will comprise shares in itself (it will also continue to hold the Target shares though these will be valueless and subject to the Targets being liquidated). International will arrange for all of the Shares held by Investment Company Investments LLP to be cancelled for no consideration as soon as reasonably practicable following the merger. The cancellation of the cross shareholdings between the Companies as part of the merger process is expected to result in an increase in the NAV per share of the Enlarged Company being the difference between their market value as will be reflected in their merger values and their net asset value. On the basis of the current NAVs, the increase is expected to be approximately 0.41% per share representing £76,021 in aggregate (based on the Companies' NAVs taken from their respective unaudited management accounts to 29 February 2012 and taking into consideration the estimated merger costs). INTERNATIONAL SHARE ISSUE AND BUY BACK AUTHORITIES International also proposes to renew and increase its authorities to issue shares (having disapplied pre-emption rights) for general purposes and make market purchases of shares reflecting the increased share capital of International following the merger. These are general annual authorities taken each year for general corporate purposes. EXPECTED TIMETABLE International General Meeting 12.00 noon on 19 April 2012 Worldwide First General Meeting 12.03 p.m. on 19 April 2012 G&I First General Meetings 1.00 p.m. to 1.45 p.m. on 19 April 2012 Targets' register of members close 5.00 p.m. on 26 April 2012 Calculation date for the Schemes after 5.00 pm on 26 April 2012 Suspension of listing of Targets' shares 7.30 am 27 April 2012 Worldwide Second General Meeting 12.00 noon on 27 April 2012 G&I Second General Meetings 12.30 p.m. to 1.15 p.m. on 27 April 2012 Effective Date for the transfer of assets 27 April 2012 and liabilities of the Targets to International and the issue of New Shares Announcement of results of the Schemes 27 April 2012 Admission of and dealings in the New Shares 30 April 2012 issued pursuant to the Schemes to commence Certificates for New Shares issued pursuant 8 May 2012 to the Schemes dispatched Cancellation of the Targets' share listing 8.00 a.m. on 29 May 2012 DOCUMENTS AND APPROVALS International shareholders will receive a copy of a circular convening the International general meeting to be held on 19 April 2012 (together with the International prospectus) at which International shareholders will be invited to approve resolutions in connection with the change to the investment policy, the Schemes, the authority to issue International Shares and the renewal and increase of the general authorities to issue and repurchase shares. Targets' shareholders will receive a circular convening the relevant Targets' first general meeting on 19 April 2012 and the relevant Targets' second general meeting on 27 April 2012 (together with the International prospectus) at which relevant Targets' shareholders will be invited to approve resolutions in connection with the relevant Schemes. Copies of the International prospectus and the circulars for International, Worldwide and G&I have been submitted to the UK Listing Authority and will be shortly available for download both from Blue Planet's website (www.blueplanet.eu) and the national storage mechanism (www.hemscott/nsm.do). Company secretary and administrator for the Companies Blue Planet Investment Advisers Ltd Zahid Mehmood Telephone: 0131 466 6666 Solicitors to the Companies SGH Martineau LLP Kavita Patel Telephone: 0800 763 2000 Sponsor to International Matrix Corporate Capital LLP Jonathan Becher Telephone: 020 3206 7000 The directors and proposed directors of International accept responsibility for the information relating to International and its directors and proposed directors contained in this announcement. To the best of the knowledge and belief of such directors and proposed directors (who have taken all reasonable care to ensure that such is the case), the information relating to International and its directors and proposed directors contained in this announcement, for which they are solely responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information. The directors of Worldwide accept responsibility for the information relating to Worldwide and its directors contained in this announcement. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case), the information relating to Worldwide and its directors contained in this announcement, for which they are solely responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information. The directors of each G&I Trust accept responsibility for the information relating to the G&I Trust of which they are a director and the information relating to such directors contained in this announcement. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case), the information relating to the G&I Trust of which they are a director and the information relating to such directors contained in this announcement, for which they are solely responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information. SGH Martineau LLP are acting as legal adviser to the Companies and for no one else in connection with the matters described herein and will not be responsible to anyone other than the Companies for providing the protections afforded to clients of SGH Martineau LLP or for providing advice in relation to the matters described herein. Matrix Corporate Capital LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor for International and no one else and will not be responsible to any other person for providing the protections afforded to customers of Matrix Corporate Capital LLP or for providing advice in relation to any matters referred to herein. corporate - 206869 - 3
UK 100

Latest directors dealings