Subscription Shares

RCM Technology Trust PLC 18 July 2007 18 July 2007 RCM Technology Trust PLC Bonus Issue of up to 5 million Subscription Shares Further to the Company's announcement on 31 May 2007, confirming that following the recent change of manager the Board proposes to make a bonus issue of Subscription Shares to existing Shareholders, the Board is today publishing its proposal in relation to the Subscription Shares. In addition the Board is also publishing proposals in relation to an amendment to the Company's investment policy and a renewal of the Company's share buyback authority. BACKGROUND General The Company is an investment trust company which was launched in December 1995 as Finsbury Technology Trust PLC. On 6 March 2007, the Company announced that the Board had decided to appoint RCM, part of the Allianz Group, as its manager and investment adviser and with effect from 30 April 2007 the Company's name was changed to RCM Technology Trust PLC. The Company invests principally in the equity securities of quoted technology companies on a worldwide basis with the objective of achieving capital growth over the longer term. The Board believes that the appointment of RCM has positioned the Company to take better advantage of opportunities which it believes exist in the global technology sector and the Board is taking this opportunity to make Subscription Shares available to qualifying shareholders (including PEP and ISA holders). THE PROPOSALS Bonus Issue of Subscription Shares The Board proposes to implement a bonus issue of Subscription Shares subject to the passing of certain resolutions (which will be proposed as special resolutions) by shareholders at an extraordinary general meeting of the Company. If the special resolutions are passed, qualifying shareholders will each receive, without payment, one Subscription Share for every five Ordinary Shares held by them on the 17 August 2007. Each Subscription Share will be capable of conversion, on notification to the Company in the thirty days preceding the annual general meeting of the Company in any of the years 2008 to 2012 (inclusive), into one Ordinary Share on the date of the relevant annual general meeting on payment of the conversion price, which will be a price representing a 10 per cent. premium to the net asset value per Ordinary Share as at the 14 August 2007. The Subscription Shares will be qualifying investments for the purposes of an existing PEP and for the stocks and shares component of an ISA. Authority to Increase Share Capital The Company will seek shareholder approval to increase the Company's authorised share capital from £15,000,000 divided into 60,000,000 Ordinary Shares of 25p each to £15,047,867.62 divided into 60,000,000 Ordinary Shares of 25p and 4,786,762 Subscription Shares of 1p each. Adoption of New Articles of Association The Company proposes to adopt new Articles of Association setting out the rights pertaining to the Subscription Shares, which are being established as a new class of shares in the Company. Authority to Allot The Company proposes to seek authority under section 80 of the Companies Act to allot up to 4,786,762 Subscription Shares. This authority will lapse on 31 December 2007. Authority to Repurchase Subscription Shares The Company proposes to seek shareholder approval for repurchases of up to 14.99 per cent. of the Subscription Shares. The authority being sought will last until the date of the Company's next annual general meeting in 2008 or, if less, a period of 15 months. Capitalisation of Reserves If the special resolutions relating to the proposed issue of Subscription Shares are passed, the Company will capitalise £47,867.62 standing to the credit of the Company's share premium account in order to pay up the nominal price (1p) of each Subscription Share issued. Amendment to the Company's Investment Policy The Board proposes to amend the Company's investment policy to allow for exposure to derivative instruments within the Company's portfolio for the purposes of efficient portfolio management. RCM, which has used instruments for certain of its global technology mandates since 1996, has proposed to the Board that the Company should also utilise such instruments. The use of derivative instruments would have the objectives of enhancing capital returns from the Company's portfolio, improving the risk-return profile of the Company relative to its benchmark and facilitating the management of portfolio volatility. The Board has reviewed RCM's proposed strategy and believes that it is in shareholders' interests to allow for a prudent level of exposure to derivative instruments within the Company's portfolio, such level to be determined by the Board from time to time. Renewal of Ordinary Share Repurchase Authority At the Company's annual general meeting held in April 2007 shareholders granted an authority for the Company to repurchase for cancellation up to 14.99 per cent. of its then issued share capital. The Board believes that it is in shareholders' interests that this repurchase authority be renewed and extended to permit, in addition to cancellation, the repurchase of Ordinary Shares into treasury. The Board intends that Ordinary Shares bought back under the new authority by the Company will, to the maximum extent permitted by law, be retained in treasury for resale in the market at a future date. Such Ordinary Shares may be resold by the Company at prices which represent a discount to the then prevailing net asset value per Ordinary Share, provided that the weighted average discount is narrower than that at which the Ordinary Shares were repurchased by the Company. The authorities required for the resale of Ordinary Shares from treasury were granted at the Company's annual general meeting in April 2007. EXTRAORDINARY GENERAL MEETING The implementation of the proposals requires the approval of shareholders. An EGM has been convened for 16 August 2007 at which the resolutions in respect of the proposals will be put to shareholders as special resolutions, requiring the consent of 75% of those shareholders present in person or by proxy. EXPECTED TIMETABLE Latest time and date for receipt of Forms of Proxy from shareholders 14 August at 10am Calculation Date for conversion price of Subscription Shares 14 August at 5pm Extraordinary General Meeting 16 August at 10am Conversion Price announced 16 August Record date for qualifying shareholders' entitlement to Subscription Shares 17 August at 5pm Admission of Subscription Shares 20 August at 8am Enquiries Simon White Head of Investment Trusts RCM (UK) Limited Tel: 020 7065 1539 Nathan Brown/ Jane Lewis Winterflood Investment Trusts 020 3100 0292/0295 Notes A copy of the Prospectus will be submitted shortly to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority 25, The North Colonnade Canary Wharf London E14 5HS Winterflood Securities Limited, which is authorised and regulated in the UK by the Financial Services Authority, is, through its division Winterflood Investment Trusts, acting for the Company and no-one else in connection with the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Winterflood Investment Trusts, or for affording advice in relation to the contents of this announcement or any matters referred to herein. Defined terms used in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the Prospectus. This information is provided by RNS The company news service from the London Stock Exchange
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