Results of Shareholder Meetings

Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia, Republic of South Africa or Japan. 18 December 2009 Premier Energy & Water Trust PLC Announcement of Results of Shareholder Meetings, Tender Price for Ordinary Shares, result of Tender Offers, Gross Redemption Yield and Final Capital Entitlement for ZDP Shares, and results of Matching Purchase Facility and Placing Shareholder Meetings The Board of Premier Energy & Water Trust PLC (the "Company") announces that shareholders voted in favour of each of the special resolutions put at the Class Meeting of ZDP Shareholders, the Class Meeting of Ordinary Shareholders and the General Meeting of the Company all held today and each resolution was duly passed. The votes cast in respect of each resolution by means of proxy were as follows: Class Meeting of ZDP Shareholders: 7,018,031 votes in favour, 176,689 votes against and no votes withheld. Class Meeting of Ordinary Shareholders: 7,279,865 votes in favour, 10,732 votes against and 682 votes withheld. General Meeting of the Company: 11,505,370 votes in favour, 23,611 votes against and 634 votes withheld. Accordingly, the Tender Offers and the Matching Purchase Facility and Placing have now become unconditional and have been completed. Ordinary Share Tender Offer The result of the Ordinary Share Tender Offer was as follows: The Ordinary Share Tender Price at the Calculation Date was 182.38p. Total number of Ordinary Shares in issue as at the Record Date: 18,143,433 Total number of Ordinary Shares validly tendered: 5,860,342 Total number of Ordinary Shares validly purchased under the Matching Purchase Facility and Placing: 819,974 Total number of Ordinary Shares repurchased by the Company: 5,040,368 Total number of Ordinary Shares in issue following the Proposals: 13,103,065 Ordinary Shareholders who tendered in excess of 40 per cent of their holding of Ordinary Shares will have 100 per cent. of their excess satisfied. ZDP Share Tender Offer The result of the ZDP Share Tender Offer was as follows: The ZDP Share Tender Price at the Calculation Date was 156p Total number of ZDP Shares in issue as at the Record Date: 19,143,433 In accordance with the methodology for setting the GRY of the ZDP Shares set out in part 3 of the Prospectus, the GRY will be 6 per cent per annum* Total number of ZDP Shares validly tendered at a GRY level of 6 per cent per annum**: 3,778,983 (of which 3,469,744 will be satisfied) Total number of ZDP Shares validly purchased at a GRY level of 6 per cent per annum under the Matching Purchase Facility and Placing: 662,707 Total number of ZDP Shares repurchased by the Company: 2,807,037 Total number of ZDP Shares in issue following the Proposals: 16,336,396 ZDP Shareholders who tendered in excess of 40 per cent. of their holding of ZDP Shares at a GRY level of 6 per cent. per annum will have 84.078597 per cent. of their excess satisfied. The final entitlement per ZDP Share will be 221.78 pence***, which shall be the Final Capital Entitlement for the purposes of the New Articles of Association. The ratio of Ordinary Shares to ZDP Shares following the Proposals will be 0.802:1, which shall be the Relevant Proportion Ratio for the purposes of the New Articles of Association. Settlement of the Tender Offers is expected to be made in CREST by 23 December 2009 and where relevant, payments by cheque shortly thereafter. There will be no New Shares issued under the Placing. Terms used in this announcement shall have the same meaning as those set out in the prospectus (incorporating a circular to shareholders) dated 24 November 2009. Copies of the resolutions passed have been submitted to the Document Viewing Facility of the UK Listing Authority and will shortly be available for inspection at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS * The gross redemption yield of 6 per cent. per annum based on the ZDP Share Tender/Purchase Price is not, and should not be taken as, a forecast of profits and there can be no assurance that the ZDP Shares will be repaid in full on the Revised Winding Up Date of 31 December 2015. **Being those ZDP Shareholders who tendered either regardless of the GRY level, or if the GRY is less than 7.5 per cent., or if the GRY is less than 7.25 per cent., or if the GRY level is less than 7 per cent., or if the GRY level is less than 6.75 per cent., or if the GRY level is less than 6.5 per cent., or if the GRY level is less than 6.25 per cent. *** The Final Capital Entitlement amount of 221.78 pence per ZDP Share is not a guaranteed or promised repayment amount. This represents a gross redemption yield of 6.53 per cent. on the ZDP Share Net Asset Value of 151.39p at 17 December 2009. ENQUIRIES Premier Asset Management - Andrew Whalley / Nigel Sidebottom 01483 400 465 J.P. Morgan Cazenove Ltd - Angus Gordon Lennox 020 7588 2828 This announcement does not constitute or form part of an offer to sell, purchase, exchange or subscribe for any securities or solicitation of such an offer in the United States of America or any other jurisdiction. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended. The securities referred to in this announcement have not been and will not be registered under the United States Securities Act 1933, as amended, and will not be offered or sold or otherwise transferred within the Unites States or to, or for the account or benefit of US Persons (as defined in Regulations of the Securities Act of 1933 as amended) except in accordance with the United States Securities Act of 1933, as amended, or an exemption therefrom and under the circumstances which will not require the company to register under the United States Investment Act of 1940, as amended. Any offering will only be made in any jurisdiction in compliance with local laws. In the United Kingdom, this announcement is directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "order") or who fall within Article 49 (2) (a) to (d) of the order, or (ii) to whom it may otherwise lawfully be communicated (all such persons being referred to "RELEVANT PERSONS"). THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT INTO CERTAIN JURISDICTIONS OTHER THAN THE UK MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS IN SUCH JURISDICTIONS INTO WHICH THIS ANNOUNCEMENT IS RELEASED, PUBLISHED OR DISTRIBUTED SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. NO ACTION HAS BEEN TAKEN BY THE COMPANY OR JPMC THAT WOULD PERMIT AN OFFERING OF SUCH SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. ANY FAILURE TO COMPLY WITH ANY SUCH RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OR REGULATION OF SUCH JURISDICTIONS. THIS ANNOUNCEMENT INCLUDES FORWARD-LOOKING STATEMENTS THAT ARE PREDICTIONS OF OR INDICATE FUTURE EVENTS AND FUTURE TRENDS. THESE FORWARD-LOOKING STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS. UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS BECAUSE THEY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT ARE IN MANY CASES BEYOND THE COMPANY'S CONTROL. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT MAY OR MAY NOT OCCUR IN THE FUTURE. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE, AND THE COMPANY'S ACTUAL RESULTS OF OPERATIONS, FINANCIAL CONDITION AND LIQUIDITY, AND THE DEVELOPMENT OF THE INDUSTRY IN WHICH IT OPERATES MAY DIFFER MATERIALLY FROM THOSE MADE IN OR SUGGESTED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. THE CAUTIONARY STATEMENTS SET FORTH ABOVE SHOULD BE CONSIDERED IN CONNECTION WITH ANY SUBSEQUENT WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS THAT THE COMPANY, OR PERSONS ACTING ON ITS BEHALF, MAY ISSUE. THESE FORWARD-LOOKING STATEMENTS ARE MADE AS OF THE DATE OF THIS ANNOUNCEMENT AND ARE NOT INTENDED TO GIVE ANY ASSURANCES AS TO FUTURE RESULTS. SAVE AS REQUIRED BY LAW OR REGULATION, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS, AND WILL NOT PUBLICLY RELEASE ANY REVISIONS IT MAY MAKE TO THESE FORWARD-LOOKING STATEMENTS THAT MAY RESULT FROM EVENTS OR CIRCUMSTANCES ARISING AFTER THE DATE OF THIS ANNOUNCEMENT. JPMC, 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 matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMC or for affording advice in relation to the contents of this announcement or on any matters referred to herein. This announcement is not for distribution directly or indirectly in or into the United States, Canada, Australia, REPUBLIC OF SOUTH AFRICA or Japan. No public offering of securities will be made in the United States, Canada, Australia, REPUBLIC OF SOUTH AFRICA or Japan. This Announcement is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). Any person in the EEA who acquires any securities in the Placing or to whom any offer of securities is made will be deemed to have acknowledged and agreed that they are such a Qualified Investor. In the case of any securities acquired by a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented and warranted that the securities acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they have been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors or in circumstances in which the prior consent of JPMC has been given to each such proposed offer or resale. This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, and no responsibility or liability is or will be accepted by JPMC or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
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