Recommended proposals for merger

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR ANY JURISDICTION IN WHICH THE SAME COULD BE UNLAWFUL OR TO US PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OF AMERICA. EP GLOBAL OPPORTUNITIES TRUST PLC 4 February 2011 RECOMMENDED PROPOSALS FOR THE MERGER OF EP GLOBAL OPPORTUNITIES TRUST PLC AND ANGLO & OVERSEAS PLC AND RELATED MATTERS Introduction The Board is pleased to announce that it has reached agreement in principle with Anglo & Overseas Plc ("Anglo") in respect of a merger of the assets of the two companies to be effected through a scheme of reconstruction and winding up of Anglo (the "Proposals"). The Company announces that it has today published a Prospectus and a Circular in connection with the recommended proposals for the reconstruction and winding up of Anglo. The Circular and Prospectus and Anglo Circular provide further details of the Proposals, which, inter alia, are conditional on the approval by both Shareholders and Anglo Shareholders. The Board believes that the Anglo Scheme represents an opportunity to: * acquire a high quality investment portfolio which is complementary to the Company's existing portfolio; * increase the size of the Company significantly in a cost efficient manner; * further increase the Company's market capitalisation, thereby enabling the Company to attract a wider range of investors which, in turn, should improve the liquidity in the Ordinary Shares; and * reduce the Company's fixed operating costs as a percentage of Shareholders' funds. The Anglo Scheme Pursuant to the terms of the Anglo Scheme, Anglo Shareholders may: * elect to receive New Ordinary Shares to be issued by the Company (the "Rollover Option"); * elect to receive cash in respect of their investment in Anglo (the "Cash Option"); or * elect for a combination of the above options. Anglo Shareholders who do not make a valid election under the Scheme will be deemed to have elected for the Rollover Option, other than Overseas Anglo Shareholders who shall be deemed to have elected for the Cash Option. The Anglo Scheme is subject to, amongst other things, the approval of Anglo Shareholders and the approval of the Proposals by the Shareholders of the Company. If the Proposals are implemented, the Company will acquire that part of the undertaking of Anglo which represents the interests of Anglo Shareholders who elect, or are deemed to have elected, for New Ordinary Shares. The consideration for such acquisition will be satisfied by the issue by the Company of New Ordinary Shares to those Anglo Shareholders who elect, or are deemed to have elected, for the Rollover Option. The assets to be transferred to the Company will primarily comprise investments in shares of publicly quoted companies worldwide, cash and near cash assets which are in accordance with the Company's investment policy. As at 2 February 2011, Anglo had unaudited total assets of £87.2 million. Of those assets, 98.6 per cent. were invested in quoted securities and the balance was held in cash and near-cash assets. As at 2 February 2011, Anglo's portfolio comprised 40 investments with an aggregate value, at their closing bid prices on that date, of £85.9 million. Formula asset value, the Cash Option and the Rollover Option The formula asset value of Anglo (which will determine Anglo Shareholders' entitlements to both New Ordinary Shares and cash) will be equal to the net asset value of Anglo as at the Calculation Date (which is expected to be close of business on 7 March 2011) after providing for all of Anglo's liabilities (including the costs incurred by Anglo in implementing the Proposals and the contribution of up to £440,000 in respect of the Company's costs in implementing the Proposals) other than the Anglo Management Agreement Termination Costs and any stamp duty or stamp duty reserve tax payable on the transfer of the assets comprising the Rollover Fund from Anglo to the Company (the "Anglo FAV"). Following the calculation of the Anglo FAV, Anglo will allocate the Anglo FAV between those Anglo Shareholders who have elected, or are deemed to have elected, for the Cash Option and the Rollover Option respectively pro rata according to such elections or deemed elections. The Cash Option The cash entitlement of Anglo Shareholders who elect, or are deemed to have elected, for the Cash Option will be equal to that proportion of the Anglo FAV which is attributable to such Anglo Shareholders less (i) the Anglo Management Agreement Termination Costs; and (ii) an exit charge of 0.25 per cent. of the proportion of the Anglo FAV which is attributable to those Anglo Shareholders who have elected, or are deemed to have elected, for the Cash Option (the "Anglo Cash Exit Charge"). The Rollover Option The number of New Ordinary Shares to be issued to Anglo Shareholders who elect, or are deemed to have elected, for the Rollover Option will be based on the adjusted Net Asset Value of an Ordinary Share (the "FAV per Ordinary Share") and the adjusted attributable Anglo FAV of an Anglo Share in respect of which an election for the Rollover Option is made or deemed to have been made (the "Rollover FAV per Anglo Share"). The Rollover FAV per Anglo Share will be equal to that proportion of the Anglo FAV which is attributable to those Anglo Shareholders who have elected, or are deemed to have elected, for the Rollover Option plus the Anglo Cash Exit Charge less any stamp duty or stamp duty reserve tax payable on the transfer of the assets comprising the Rollover Fund from Anglo to the Company divided by the number of Anglo Shares in respect of which an election has been made, or is deemed to have been made, for the Rollover Option. The FAV per Ordinary Share and the Rollover FAV per Anglo Share will be calculated using each company's respective accounting policies (which are substantially similar). Investments which are listed, quoted or traded on a recognised stock exchange will be valued by reference to the bid price on the principal stock exchange where the relevant investment is listed, quoted or dealt. Unquoted investments will be valued at their fair value as determined by the Directors (in the case of investments held by the Company) or at their fair value as determined by the Anglo directors (in the case of investments held by Anglo). The FAV per Ordinary Share will be the Net Asset Value of an Ordinary Share adjusted to reflect the deduction in respect of the Interim Dividend (once determined and declared and which Anglo Shareholders electing for the Rollover Option will not receive in respect of their New Ordinary Shares) and the costs and expenses of the Proposals to be borne by the Company to the extent (if any) that these exceed the cost contribution and payment of stamp duty and/or stamp duty reserve tax to be made by Anglo. Anglo Shareholders electing, or deemed to have elected, for the Rollover Option will be issued such number of New Ordinary Shares in the Company as have a value (at the FAV per Ordinary Share) equal to the value (at the Rollover FAV per Anglo Share) of their Anglo Shares so elected. The issue price of the New Ordinary Shares, the number of New Ordinary Shares to be issued pursuant to the Anglo Scheme, the FAV per Ordinary Share and the Rollover FAV per Anglo Share will be announced through a Regulatory Information Service as soon as practicable following the Calculation Date. The New Ordinary Shares will rank equally in all respects with the existing issued Ordinary Shares (save that the New Ordinary Shares will not qualify for the Interim Dividend in respect of the year to 31 December 2010 expected to be paid by the Company in March 2011). For illustrative purposes only, had the Calculation Date been 2 February 2011 and assuming, inter alia, that elections for the Cash Option are made in respect of 25 per cent. of the issued shares of Anglo, the FAV per Ordinary Share and Rollover FAV per Anglo Share would have been 115.94p and 117.40p respectively, and the Proposals would have resulted in the issue of 33,534,182 New Ordinary Shares to Anglo Shareholders, representing approximately 55.1 per cent. of the issued Ordinary Share capital of the Enlarged Company (excluding treasury shares). All of these calculations exclude the Interim Dividend and any interim dividend which may be declared by Anglo, on, or prior to, the Calculation Date. Amendment to the investment management fee arrangements As part of the Proposals Anglo will pay to the Investment Manager a termination fee calculated at 0.5 per cent. of that part of the market capitalisation of Anglo in respect of which Elections have been, or are deemed to have been, made for the Cash Option plus £116,337 (to reflect the current annual administration fee payable by Anglo to the Investment Manager). The Investment Manager has agreed to reduce the fees payable by the Company following implementation of the Proposals by a one-off amount equal to the termination payment it receives from Anglo. For illustrative purposes only, based on, inter alia, the assumption that Elections for the Rollover Option are made in respect of 75 per cent. of the issued Anglo Shares and had the Calculation Date been 2 February 2011 this reduction in management fees would have amounted to approximately £210,000. Conditional on, and with effect from, the Proposals becoming effective, it is proposed that the management fee arrangements which the Company has with the Investment Manager be amended by reducing the amount of the management fee payable in certain circumstances. Currently, the Investment Manager receives a management fee equal to 0.75 per cent. per annum (payable quarterly in arrears) of the average month-end market capitalisation of the issued ordinary shares (excluding treasury shares) during the relevant calendar quarter. Subject to the Proposals becoming effective, it is proposed that the management fee be reduced to 0.65 per cent. per annum (payable quarterly in arrears) on that part of the average month-end market capitalisation of the issued ordinary shares (excluding treasury shares) during the relevant calendar quarter which exceeds £100 million. The management fee which is payable in respect of the market capitalisation of the issued ordinary shares (excluding treasury shares) up to and including £100 million will remain unchanged at 0.75 per cent. per annum. This proposed amendment does not affect the annual administration fee which is payable by the Company to the Investment Manager. Proposed Director It is intended that Giles Weaver (a director of Anglo) will join the Board on or around the Effective Date. Mr Weaver (aged 64) will be a non-executive director and is independent of the Investment Manager. Mr Weaver, a chartered accountant, is the senior independent director of Anglo and is chairman of the audit committee of Anglo. He is chairman of Helical Bar plc, Charter European Trust plc and Tamar European Industrial Fund Ltd and a non-executive director of Aberdeen Asset Management plc as well as a number of other investment companies. He was formerly executive chairman of Murray Johnstone Limited. He was appointed a Director of Anglo on its launch on 21 June 2005. Admission and dealings Applications have been made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List with a Premium Listing and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market. If the Anglo Scheme becomes effective, it is expected that the New Ordinary Shares will be issued on 10 March 2011, credited as fully paid, conditional upon admission to the Official List on 11 March 2011, and that the first day of dealings in such shares on the Main Market will be 11 March 2011. Costs and expenses of the Proposals The aggregate costs and expenses to be incurred by the Company in connection with the Proposals are estimated to be approximately £440,000, (including irrecoverable VAT but excluding stamp duty and/or stamp duty reserve tax which is payable on those assets to be transferred to the Company by Anglo). If the Scheme becomes unconditional, Anglo will contribute up to £440,000 to the Company to meet such costs and the stamp duty and/or stamp duty reserve tax will also be borne by Anglo. If the Anglo Scheme does not become effective, the Company will bear abort costs estimated at approximately £185,000 (including irrecoverable VAT). Anglo will meet its own costs associated with the Proposals (including certain fees payable on the early termination of the Anglo Management Agreement). General Meeting A general meeting of the Company, at which the resolution required to enable the Company to implement the Proposals will be proposed, has been convened for 12 noon on 3 March 2011 and will be held at the offices of Dickson Minto W.S.,, 16 Charlotte Square, Edinburgh EH2 4DF. Conditions to implementation of the Proposals The Proposals are conditional upon the: * passing of the resolutions to approve the Anglo Scheme at the general meetings of Anglo Shareholders and the Anglo Scheme becoming unconditional; * passing of the Resolution, which includes the approval of the issue of the New Ordinary Shares, at the General Meeting which has been convened for 3 March 2011; and * admission of the New Ordinary Shares to the Official List with a Premium Listing and to the Main Market. If any of these conditions is not satisfied by 30 April 2011, no part of the Proposals will become effective and no New Ordinary Shares will be issued. Overseas investors The ability for Anglo Shareholders with a registered address in New Zealand ("New Zealand Anglo Shareholders") to participate in the Rollover Option is conditional on the Company being granted a specific exemption by the New Zealand Securities Commission from certain provisions of the New Zealand Securities Act 1978 and the Securities Regulations 2009. It is expected that such exemption will be published in the New Zealand Gazette on 7 February 2011 (New Zealand time) at which time the exemption will become effective. Notwithstanding any other provision of this document, until that exemption has been published in the New Zealand Gazette, New Zealand Anglo Shareholders will not be entitled to elect, nor be deemed to have elected, to receive New Ordinary Shares and will instead be treated as Overseas Anglo Shareholders for the purposes of the Scheme. Expected timetable 2011 Interim Dividend declared 23 February Latest time and date for Anglo Shareholders 5.00 p.m. on 1 March to elect for the Cash Option under the Anglo Scheme First general meeting of Anglo 11.00 a.m. on 3 March General Meeting of the Company 12 noon on 3 March Record date for Interim Dividend 4 March Calculation Date close of business on 7 March Effective Date of the Anglo Scheme 10 March Admission and dealings commence in New 8.00 a.m. on 11 March Ordinary Shares and CREST accounts credited in respect of New Ordinary Shares issued in certificated form Certificates despatched in respect of New Week commencing 14 March Ordinary Shares issued in certificated form Payment date for Interim Dividend 18 March Notes: 1. The dates set out in the expected timetable above may be adjusted by the Company, in which event details of the new dates will be notified to the UK Listing Authority and the London Stock Exchange and an announcement will be made through a Regulatory Information Service that is on the list of regulatory information services maintained by the Financial Services Authority. 2. All references to time in this announcement are to London time. Availability of the Circular and Prospectus A copy of the Circular and the Prospectus will be available for inspection at the National Storage Mechanism, which is located at www.hemscott.com/nsm.do. Enquiries Kenneth Greig Edinburgh Partners Limited 0131 270 3800 Notes Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and for no-one else in connection with the Proposals, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Dickson Minto W.S. or for providing advice to any other person in relation to the Proposals or any other matter referred to in this announcement. This announcement is for information purposes only and does not purport to be full or complete and any decision regarding the Proposals should be made only on the basis of the Circular and the Prospectus. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investment in any jurisdiction, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor. The issue and the distribution of this announcement, the Circular and the Prospectus in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to in this announcement, the Circular or the Prospectus comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Definitions The definitions set out below apply in this announcement unless the context otherwise requires. "Admission" admission of the New Ordinary Shares to the Official List with a Premium Listing and to trading on the Main Market "Anglo" Anglo & Overseas Plc, a company incorporated in England and Wales with registered number 5451176 whose registered office is at 51 New North Road, Exeter, Devon EX4 4EP "Anglo Circular" the circular sent to Anglo Shareholders dated 4 February 2011 containing details of the Anglo Scheme "Anglo FAV" means the formula asset value of Anglo calculated as at the Calculation Date in accordance with the Anglo Scheme "Anglo the liquidators of Anglo to be appointed pursuant to a Liquidators" resolution to be passed by the Anglo Shareholders at a general meeting to be held on 10 March 2011 "Anglo the investment management agreement between Anglo and Management Edinburgh Partners dated 23 June 2005 Agreement" "Anglo the costs payable by Anglo as a result of the termination by Management it of the Anglo Management Agreement Agreement Termination Costs" "Anglo holders of Anglo Shares Shareholders" "Anglo Shares" ordinary shares of 10p each in the capital of Anglo "Board" or the directors of the Company "Directors" "Calculation the time and date on which the value of Anglo's assets and the Date" Company's assets will be calculated for the purposes of the Scheme and the Proposals (which is expected to be close of business on 7 March 2011) "Cash Option" the option for Anglo Shareholders to elect to receive cash in respect of some or all of their holding of Anglo Shares under the Anglo Scheme "certificated" not in uncertificated form or "in certificated form" "Company" EP Global Opportunities Trust plc, a company incorporated in Scotland with registered number SC259207 whose registered office is at 12 Charlotte Square, Edinburgh EH2 4DJ "CREST" The system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the CREST Regulations "CREST the Uncertificated Securities Regulations 2001 (SI 2001/3755) Regulations" (as amended) "EEA States" the member states of the European Economic Area "Effective Date" the date on which the Anglo Scheme becomes effective (which is expected to be 10 March 2011) "Election" an election under the Anglo Scheme for the Cash Option or the Rollover Option or a combination of these options, as the case may be, in respect of Anglo Shares (including, where relevant, a deemed election) "FAV" the formula asset value of Anglo and the Company respectively on the Calculation Date, calculated in accordance with the Scheme "General Meeting" the general meeting of the Company convened for 12 noon on 3 March 2011 or any adjournment of that meeting "Interim the interim dividend in respect of the year to 31 December Dividend" 2010 expected to be paid by the Company in March 2011 "Investment Edinburgh Partners Limited, 12 Charlotte Square, Edinburgh EH2 Manager", or 4DJ "Edinburgh Partners" "Issue" the allotment and issue of New Ordinary Shares pursuant to the Proposals "London Stock London Stock Exchange plc Exchange" "Main Market" the London Stock Exchange's main market for listed securities "NAV" or "Net in relation to a share, means its net asset value on the Asset Value" relevant date calculated on the basis of the relevant company's normal accounting policies "New Ordinary new ordinary shares of 1p each in the capital of the Company Shares" "Official List" the official list of the UK Listing Authority "Ordinary Shares" ordinary shares of 1p each in the capital of the Company "Overseas Anglo Anglo Shareholders who have a registered address outside the Shareholders" EEA States, the Channel Islands, the Isle of Man and New Zealand or who are resident in, or citizens or nationals of, jurisdictions outside the EEA States, the Channel Islands, the Isle of Man and New Zealand "Premium a listing on the premium segment of the Official List Listing" "Proposals" the proposals for (i) the issue of New Ordinary Shares pursuant to the Anglo Scheme; (ii) the amendment to the investment management fee arrangements with the Investment Manager; (iii) the grant of an authority to purchase Ordinary Shares; and (iv) all ancillary matters "Proposed Christopher Giles Herron Weaver Director" "Prospectus" the prospectus published by the Company in connection with the issue of the New Ordinary Shares and dated 4 February 2011 "Regulatory a regulatory information service that is on the list of Information regulatory information services maintained by the Financial Service" Services Authority "Rollover Fund" the pool of assets to be established by Anglo under the Scheme to be transferred to the Company pursuant to the Transfer Agreement "Rollover Option" the option for Anglo Shareholders to roll-over their investment into the Company in accordance with the Scheme "Scheme" or the scheme of reconstruction and voluntary winding up of Anglo "Anglo Scheme" under section 110 of the Insolvency Act 1986 "Shareholders" holders of Ordinary Shares "Transfer the agreement proposed to be entered into on or about the Agreement" Effective Date among, inter alia, the Anglo Liquidators (in their personal capacity and on behalf of Anglo) and the Company "UK" or "United the United Kingdom of Great Britain and Northern Ireland Kingdom" "UK Listing the Financial Services Authority acting in its capacity as the Authority" competent authority for listing for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended) "uncertificated" recorded in the register of members of the Company as being in or "in uncertificated form in CREST and title to which may be uncertificated transferred by means of CREST form" "VAT" value added tax
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