ZDP Redemption Update

Gartmore Monthly Income Trust PLC ('Gartmore Monthly') and GMIT Securities PLC ('GMIT Securities') (together the 'Group') Proposals relating to the redemption of ZDP Shares and the amendment of the Company's articles of association Introduction On 8 February 2002 recommended proposals were announced to enable holders of ZDP Shares ('ZDP Shareholders') to exercise their right to elect to have their ZDP Shares redeemed on or around 30 April 2002. On 11 March 2002, it was announced that 76.78 per cent. of the ZDP Shares in issue had been elected for redemption. Since that date, the directors of Gartmore Monthly and GMIT Securities ('Directors' or 'Board') have been considering what the future prospects of the Group would be following the ZDP Share redemption. In particular, the Board has been mindful of the requirement to balance fairly the interests of both those ZDP Shareholders who elected for redemption in May 2002 ('Exiting ZDP Shareholders') and those ZDP Shareholders who decided not to elect for redemption in May 2002 ('Continuing ZDP Shareholders'). In particular, the Board has been advised that, in order to proceed with the redemption of Exiting ZDP Shares at their 30 April 2002 capital entitlement of 109.37p per ZDP Share, they must have a high degree of expectation that the residual assets of the Group will be such that Continuing ZDP Shareholders will be redeemed in full at their 30 April 2004 redemption entitlement of 131.30p. The Board has also considered the covenants contained in the bank facility and the quality and liquidity of the whole portfolio of the Group, in particular the residual Income Portfolio. The Board has concluded that the resulting capital structure and the investment portfolio of the ongoing Group would not achieve the desired rate of return for Continuing ZDP Shareholders over the period to 30 April 2004. Rather than propose an immediate winding-up, the Board is instead recommending proposals under which the Company will seek to realise its investment portfolio over time. The Board currently expects, in the first instance, to repay all ZDP Shareholders at 109.37p per ZDP Share, in respect of 78.4 per cent. of their holdings, being the full pre-determined capital entitlement of such shares as at 30 April 2002 (the 'Proposals'). The remaining assets of the Company would then be realised in a controlled manner by no later than 30 April 2004. The proceeds of any such realisations would be applied by way of the redemption of further ZDP Shares. The Proposals are designed to seek to realise greater value than would be achieved on an immediate winding-up of the Company. However, there can be no assurance that any or all of the remaining ZDP Shares will be redeemed at their then accrued capital entitlement. Review of the current investments of the Group As at 15 April 2002, the total assets of the Group (at mid-market price) were invested and allocated as follows: % £ million Equity Portfolio 18.2 34.6 Income Portfolio 15.3 29.1 Cash or cash equivalents 66.5 127.4 Total Assets* 100.0 191.1 Existing allocation of Total Assets £ million Borrowings under the Bank Facility 72.5 Assets attributable to ZDP Shares 113.6 Assets attributable to Gartmore Monthly Ordinary 5.0 Shares Total Assets* 191.1 * Inclusive of current period revenue and after deducting the net expenses relating, inter alia, to the implementation of the Proposals and the expected costs of terminating the Group's interest rate swap arrangement The Equity Portfolio is substantially invested in shares of FTSE 100 companies (comprising approximately 84 per cent. of the Equity Portfolio). The Directors have substantially hedged the Group's Equity Portfolio by entering into FTSE 100 Index Futures contracts with a notional value of £31.3 million maturing on 21 June 2002 in order to reduce the impact of market movements in this part of the Group's investments. As at 15 April 2002 the Income Portfolio was comprised as follows (at mid-market prices): % of total assets %* £ million* invested in other split capital or high income trusts Class AAA investments 0% 9.6 2.8 Class AA investments 0% to 5% 12.0 3.5 Class A investments 5% to 25% 48.1 14.0 Class B investments 25% to 50% 17.9 5.2 Class C investments Over 50% 12.4 3.6 Total 100.0 29.1** * Source: Gartmore Investment Limited ** Including £1.15 million of investments in funds managed by Gartmore Investment Limited Assessment of future prospects The Directors have been advised that, in determining whether they can properly proceed with the redemption of the Exiting ZDP Shareholders at their April 2002 capital entitlement of 109.37p per ZDP Share, they must also consider the interests of the Continuing ZDP Shareholders. In particular, the Directors have been advised that they should not redeem Exiting ZDP Shares at their full April 2002 redemption entitlement unless they have a high degree of expectation that the residual post-redemption assets of the Group will be such as to enable Continuing ZDP Shareholders to receive their full April 2004 redemption entitlement of 131.30p. In assessing the position, the Board has considered the level of aggregate payments required to be made in order to fund the redemption of Exiting ZDP Shares and consequent prepayment of part or all of the bank facility, and how the Group would fund such payments. As part of their review, the Board has considered, among other things, (i) the anticipated size, quality and achievable liquidity of the residual Equity Portfolio and Income Portfolio, (ii) the anticipated level of realisations which are achievable from the Income Portfolio (including the discount to bid-market price at which such realisations may potentially be made), (iii) the Group's compliance with the financial covenants contained in the bank facility, (iv) the level of the net assets of the Group following the redemption and prepayment (in part or in full) of the bank facility, (v) the levels of capital growth required from both the residual Equity Portfolio and Income Portfolio in order to be able to redeem all Continuing ZDP Shares in full in April 2004 and (vi) the level of realisations required to be made by April 2004 from the residual Income Portfolio. The Board has concluded that, if those ZDP Shares elected by their holders for redemption in April 2002 were to be redeemed at their full capital entitlement of 109.37p per share, it would not have the required high degree of expectation that the Continuing ZDP Shares could be repaid at their full capital entitlement of 131.30p per ZDP Share in April 2004. The Board is therefore proposing instead that alternative Proposals be implemented. If these Proposals are not approved, no ZDP Shares would be redeemed and the Company would be wound up and all the ZDP Shares would receive a distribution in that liquidation in priority to any payment to Gartmore Monthly Ordinary Shareholders. Under the Proposals all ZDP Shareholders are, in the first instance, expected to have 78.4 per cent. of their holding of ZDP Shares redeemed at the existing pre-determined redemption entitlement as at 30 April 2002 of 109.37p per ZDP Share redeemed. The proportion of each ZDP Shareholder's holding redeemed will be the maximum currently possible following the realisation of the Equity Portfolio and the realisation currently achieved of the Income Portfolio. As the Directors noted in the circular dated 8 February 2002, the market environment remains difficult. This is particularly the case for geared ordinary and income shares. Furthermore, there continues to be very limited liquidity in the market for such shares notably in respect of those companies with 25 per cent. or more of their portfolio invested in other investment trusts and companies. This lack of liquidity has restricted the manager's ability to realise certain of these investments in the market at values which the Board considered to be appropriate. Given the current difficult market conditions, illiquidity in geared ordinary and income shares and a significant fall in investor confidence in the split capital and high income share sector, it is not possible to predict the amount which will ultimately be available for payment to ZDP Shareholders as a result of the Proposals. However, the table set out below, which is for illustrative purposes only, indicates the level of assets which may be available to redeem those ZDP Shares which are not redeemed in May 2002, based upon a range of assumptions in terms of the discount to the bid-market price of the underlying securities at which the income portfolio may be realised, and on the basis that the expected 78.4 per cent. of ZDP Shares are redeemed in May 2002: Income Portfolio (classified by size Level of realisation discount to of holdings in other investment bid-market price funds) Class AAA 0% 0% 0% 0% Class AA 0% 0% 5% 5% Class A 0% 0% 10% 10% Class B 0% 15% 25% 50% Class C 0% 25% 50% 100% Potential payment per unredeemed ZDP 111.5 105.9 95.2 85.0 Share (p)* * based upon bid-market prices as at 15 April 2002 and following the prepayment of the entire bank facility and payment of associated swap breakage costs and other costs relating to the Proposals It should also be noted that the payments per ZDP Share referred to above do not take into account the potential net income receivable from the portfolio which will not be distributed as a dividend to ordinary shareholders but will instead be available for ZDP Shareholders up to their then accrued capital entitlement. In addition, those potential payment levels do not take account of any increase or decrease, which may be significant, in the bid-market price of the underlying investments in the period up to their realisation. The Directors intend to prepay the bank facility in full from existing cash balances in order to reduce the level of costs incurred by the Group. The Proposals have been formulated to allow for a controlled realisation of the remaining assets comprised within the income portfolio. Further details of the options available to the Company are set out below, together with the benefits to ZDP Shareholders of the Proposals. The Board also considered the issue of additional shares of a new or existing class of equity in order to strengthen the Group's balance sheet and reviewed the potential for a merger with another investment trust or company. However, the Board have concluded that neither of these options would be achievable prior to the redemption of ZDP Shares in April 2002 due to the uncertainty regarding the Group's future and the current difficult market conditions caused by negative sentiment towards the split capital and high income share sector. Options available to the Company Following the Board's conclusion that it cannot properly proceed to redeem the Exiting ZDP Shares solely at this time, the options available to the Company are as follows: A. a controlled realisation of the Group's assets under the direction of the Directors in order to maximise the assets available for distribution to all ZDP Shareholders; or B. a winding-up of the Company's business in a members' voluntary liquidation under the control of a liquidator. Option A - Controlled realisation of the Group's assets Option A represents the preferred and recommended option of the Board. Under the controlled realisation proposal, all ZDP Shareholders will initially receive in May 2002 their full contractual redemption entitlement of 109.37p as at 30 April 2002 in respect of a proportion of their holding. Redemption will take place shortly after the approval of the Proposals with a view to redemption payments being made on or around 17 May 2002. The Directors currently expect that 78.4 per cent. of the ZDP Shares currently in issue will be redeemed in May 2002. There are expected to be at least two subsequent redemptions in respect of the remaining ZDP Shares; it is envisaged that one such redemption will take place no later than 30 April 2003 and the second no later than 30 April 2004. The Directors retain the right to make such other redemptions as they consider appropriate. The new Articles of Association will provide that the Directors shall, no later than 30 April 2004, convene an extraordinary general meeting of the Company at which a resolution will be passed to put the Company into members' voluntary liquidation. In the event that sufficient proceeds are realised from the remaining income portfolio in order to redeem all remaining ZDP Shares at their then accrued capital entitlement per share, any residual assets of the Company would be attributable to the Ordinary Shareholders of Gartmore Monthly. The timing of realisations from the remaining income portfolio will depend on the level of liquidity available in the Company's investments. There can be no certainty that the Group will be able to realise all of the remaining income portfolio or redeem the remaining ZDP Shares at their increased capital entitlement prior to 30 April 2004. If ZDP Shareholders approve the Proposals, the residual assets of the Group will comprise investments in geared ordinary and income shares of other investment funds and will be managed with the objective of redeeming all remaining ZDP Shares at their then accrued capital entitlement or as close thereto as is achievable. It is not currently possible to predict the level of net income which the remaining income portfolio will generate, given that a number of its constituent investments have either suspended or cut their dividends. Furthermore, the Board anticipates that further dividend cuts or suspensions will be announced. The Directors have previously managed the affairs of Gartmore Monthly so that, for each of its previous accounting periods, it would be eligible for approval by the Inland Revenue as an investment trust under section 842 of the ICTA 1988. It is the Directors' intention to seek such approval in respect of the current accounting period which will end on 30 April 2002. In the light of the requirement to maximise the assets available to meet the capital entitlement of ZDP Shareholders, the Directors may decide that Gartmore Monthly should retain more than 15 per cent. of its eligible investment income in future accounting periods. If more than 15 per cent. of such income is retained, Gartmore Monthly would fail to satisfy the retained income test in section 842, unless it were able to show that it had been legally required to retain such income. In this event, the Directors would seek confirmation from the Inland Revenue that, because of the requirement to maximise the assets available for the ZDP Shareholders, Gartmore Monthly would satisfy the retained income test. If Gartmore Monthly failed to satisfy the retained income test in section 842 and such confirmation from the Inland Revenue was not forthcoming, then Gartmore Monthly would not receive approval as an investment trust in respect of the accounting period in question. Accordingly, the net income generated (after the deduction of all running expenses of the Group, all of which will now be charged to the revenue account) from the income portfolio in the period from 30 April 2002 to 30 April 2004 (or such earlier date as the Company is placed into members' voluntary liquidation or all ZDP Shares are redeemed in full) will be used towards redemption of the remaining unredeemed ZDP Shares. The Board intends that the current undistributed retained earnings of the Group, which amount to approximately £ 0.6 million after accounting for that part of the anticipated swap break costs to be charged to the revenue account (equivalent to approximately 0.78p per ZDP share redeemed in April 2002) will be applied towards the redemption of ZDP Shares in May 2002. The Board and the manager are mindful that the ongoing running expenses of the Group will reduce the amount available for distribution to ZDP Shareholders. The manager has undertaken, conditional on the Proposals being approved by ZDP Shareholders, to waive its management fee from 13 May 2002 until the earlier of the winding-up of the Company and 30 April 2004. The manager has further undertaken, conditional upon the Proposals being approved by ZDP Shareholders, to waive any right to receive a termination fee upon a resolution to wind up Gartmore Monthly being passed at an extraordinary general meeting of that Company prior to or on 30 April 2004. Further, conditional upon the Proposals being approved, the Directors have agreed that, as from 30 April 2002, they will not be paid the remuneration to which they are entitled from either Gartmore Monthly or the Company until all of the ZDP Shares have been redeemed in full. The Directors' remuneration will however continue to accrue from 30 April 2002 until such time as it may become payable. The Directors would seek to ensure that the Company's ZDP Shares remain listed on the Official List of the UKLA and traded on the London Stock Exchange. This may provide a market, albeit potentially illiquid, for the realisation of that part of a ZDP Shareholder's holding which is not redeemed in May 2002. However, the rules of the UKLA require a company to maintain an adequate spread of investment risk and as the remaining Income Portfolio is realised this spread of risk will be reduced. In order to ensure, so far as is practicable, that the ZDP Shares remain suitable for listing on the Official List of the UKLA, the Director may consider re-investing the proceeds of realisation of the income portfolio in either gilts or short term government bonds in between redemption payments. If passed, the special resolution to be proposed at the Extraordinary General Meeting will also authorise the Company to make market purchases of the remaining ZDP Shares at the discretion of the Directors. The Directors will exercise this discretion to ensure the interests of the remaining ZDP Shareholders are not prejudiced by such market purchases of ZDP Shares. Option B - Members' voluntary liquidation ZDP Shareholders should be aware that if the Proposals are not approved, the Group will be placed into a members' voluntary liquidation as soon as practicable thereafter. The Board would then appoint a liquidator who would seek to realise the remaining assets of the Group and, so far as he is able to do so, distribute the proceeds of such realisations up to the level of the accrued ZDP Share entitlement as at the date on which the Company was placed into liquidation. The Board believes that this could potentially result in a lower realisation value being achieved for the remaining Income Portfolio than if the Proposals for a controlled realisation are approved and implemented by the Board and the manager. The Company's ZDP Shares would be suspended from admission to the Official List of the UKLA and cease to trade on the London Stock Exchange. Given the illiquid nature of the remaining income portfolio, the Board anticipates that the timetable for the distribution of the Company's assets to ZDP Shareholders under a members' voluntary liquidation would be broadly similar to that under the Proposals. Benefits of the Proposals The Board believes that the benefits of the Proposals to ZDP Shareholders are that they will: a. facilitate the redemption of the highest proportion of each ZDP Shareholder's holding which is achievable in May 2002; b. provide for the capital entitlement of those ZDP Shares which are not redeemed to continue to accrue at a daily rate equivalent to 9.56 per cent. per annum; c. allow the remaining income portfolio to be realised in a controlled manner for the benefit of ZDP Shareholders; d. maintain the listing of the remaining ZDP Shares on the London Stock Exchange, thereby potentially enabling ZDP Shareholders to dispose of part or all of their holding in the stock market; and e. require the Company to continue to comply with the rules of the UKLA, thereby requiring a greater level of disclosure of information to ZDP Shareholders regarding the disposal of the income portfolio than would be the case under a members' voluntary liquidation. The Board believes that the benefits outlined in paragraphs (b) to (e) may not be available should the Proposals not be approved and the Company be placed into members' voluntary liquidation. Risk factors Future distributions The ability of the Group to realise investments from the residual income portfolio prior to April 2004 at prices close to the quoted bid-market price may be limited as a result of weak demand and/or low liquidity. In such an event there may be insufficient assets to repay all of the increased capital entitlement attributable to the remaining ZDP Shares. Weak demand and liquidity constraints may also affect ZDP Shareholders who wish to dispose of a holding of ZDP Shares in the stock market, other than in small amounts. Taxation Any change in the Group's tax status or in taxation legislation or accounting practice could affect the value of the investments held by the Group, the Group's ability to provide returns to ZDP Shareholders or alter the post-tax returns to such Shareholders. Statements concerning the taxation of investors in ZDP Shares are based upon current law and practice which is in principle subject to change and the specific tax treatment for individual investors depends on their circumstances. ZDP Shareholders who are in any way uncertain as to the effect that the Proposals may have on their tax position are strongly recommended to consult an independent financial adviser. Investment in other investment funds Following the expected redemption of 78.4 per cent. of the ZDP Shares in issue, the residual investments held by the Group will be invested in currently high yielding securities of other investment funds. Many of the shares of these investment funds are geared by loan facilities that rank ahead of the relevant shares both for payment of interest and return of capital. The net asset value of such shares tends to be highly geared to the underlying investment performance of the relevant fund. These shares represent a relatively high investment risk as to their capital return owing, principally, to the gearing. The investment funds in which the Group invests may be invested in part in high yielding shares of other such funds. Investment by the Group in investment funds which themselves have cross holdings in the same split capital or high income investment funds may be considered to give rise to a systemic risk should there be failures within the sector. Change of accounting policy The Board proposes to amend the Group's accounting policy and charge all expenses, in full, to the revenue account in order to maximise the capital assets available for distribution to the ZDP Shareholders. Change of name The Directors propose that, in order to more accurately reflect the ongoing nature of the Group, the names of Gartmore Monthly and GMIT Securities should be changed to Gartmore Distribution Trust PLC and GDT Securities PLC respectively. Consequently, the special resolution to be proposed at the EGM proposes that the Company's name be changed to 'GDT Securities PLC'. Timetable The Extraordinary General Meeting of GMIT Securities, at which approval will be sought for the Proposals, has been convened for 10.30am on 13 May 2002. The Separate General Meeting of ZDP Shareholders is to be held immediately afterwards. If a quorum is not present at the Separate General Meeting it will stand adjourned until 11.00am (or so soon thereafter as the Extraordinary General Meeting shall finish) on the same day. It is anticipated that the initial redemption distribution will be made to ZDP Shareholders on or around 17 May 2002. Recommendation The Directors, who have been advised by Hoare Govett, consider that the Proposals are in the best interests of the Shareholders of the Company taken as a whole. In providing its advice Hoare Govett has relied upon the Directors' commercial assessment of the Proposals. Accordingly the Board unanimously recommends Shareholders to vote in favour of the resolutions to be proposed at the Meetings. The Directors, who own 5,632 ZDP Shares in aggregate, intend to vote all such shares in favour of the Proposals. Enquiries: Roger Wood 020 7782 2000 Chairman Vivien Gould 020 7782 2000 Gartmore Investment Limited Ian Williams 07939 543587 Lansons Bob Cowdell/Ian Davis 020 7678 8000 Hoare Govett Limited
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