Proposals for the Future

Aberdeen Latin American Inv Tst PLC 03 June 2003 3 June 2003 ABERDEEN LATIN AMERICAN INVESTMENT TRUST PLC PROPOSALS FOR THE FUTURE OF THE COMPANY INTRODUCTION On 4 April 2003, an ordinary resolution was passed by a majority of Shareholders at an extraordinary general meeting of the Company directing the Directors to put forward proposals to liquidate, open-end or otherwise reconstruct the Company in such a manner that would allow Shareholders to realise their investment in the Company for cash at a minimum of 95 per cent. of net asset value per Share. Since the extraordinary general meeting of the Company on 4 April 2003, Midas Capital Partners Limited has approached the Board regarding proposals to continue the Company as an investment trust with a revised investment objective and Midas as its new investment manager. Notwithstanding written support for the Continuation Proposal from holders representing the majority of the issued Shares, the Board has been advised that it must still put forward proposals as directed by the resolution referred to above as an alternative to the Continuation Proposal. The Board was, and remains, of the view that no form of reconstruction of the Company would offer all Shareholders the opportunity, with certainty, to realise their investment for cash at a minimum of 95 per cent. of net asset value per Share and has concluded that the proposals that the Directors have been directed to bring forward in accordance with the resolution referred to above should be in the form of a simple winding-up of the Company. The Board has today posted a circular to Shareholders convening an extraordinary general meeting of the Company for Thursday, 26 June 2003 for the purposes of considering resolutions relating to the Continuation Proposal and the Liquidation Proposal. The Board is unanimously recommending Shareholders to vote in favour of the resolutions relating to the Continuation Proposal, and against the resolutions relating to the Liquidation Proposal to be proposed at that meeting. SUMMARY OF THE ALTERNATIVE PROPOSALS The Continuation Proposal Set out below is a summary of the principal features that will affect the future of the Company if the Continuation Proposal becomes effective. Investment Objective The investment objective of the Company will be to provide Shareholders with capital growth and income from a portfolio of mining and resource equities and of mining, resource and industrial fixed interest securities. Midas expects to have completed the transition from the Company's current portfolio to a portfolio consistent with the Company's new investment objective by the end of July 2003. Borrowings It is intended that the Company will use its existing borrowing powers to borrow up to a maximum of 25 per cent. of Shareholders' funds. The Company will not have any fixed or long-term borrowings. Investment Manager Midas, an independent investment management company formed in March 2002, will be appointed as investment manager of the Company in place of the Company's existing investment manager, with Richard Lockwood, who has specialised in the mining industry since 1969 and will join Midas on the Continuation Proposal becoming effective, being responsible for the day-to-day management of the Company's portfolio. Richard Lockwood was responsible for the day-to-day management of City Merchants High Yield Trust plc between May 1991 (when it was launched) and April 2003 (when he ceased to be its sole investment manager). A significant portion of the portfolio of City Merchants High Yield Trust plc, the objective of which is to obtain both high income and capital growth from high yielding fixed interest securities, has been invested in resource and industrial fixed interest securities. City Merchants High Yield Trust plc has a strong total return performance record and its shares have traded at an average premium of 3 per cent. over the period from its launch to 30 May 2003 (source: Datastream). With effect from 1 October 2003, Midas will receive a monthly investment management fee from the Company of 0.1 per cent. of the Company's net assets (this is the same fee as currently payable to the Company's existing investment manager). Midas has agreed not to charge a management fee in respect of any period prior to 1 October 2003. Midas' appointment will be for an initial period of 12 months and will continue thereafter until terminated by either party giving to the other not less than three months' notice. Directors Upon the Continuation Proposal becoming effective, Radhika Ajmera, Christopher Edge and Christopher Little have agreed that they will stand down as directors of the Company and Adam Cooke and Michael Coulson will be appointed as non-executive directors in their place. Bryan Lenygon, the chairman, and Adrian Collins will continue as directors of the Company. Adam Cooke is a global partner of AMVESCAP PLC and has over 20 years experience in the UK institutional business, including in the investment trust sector. Michael Coulson, a senior research analyst with more than 30 years experience of covering mining and gold shares, is currently chairman of the Association of Mining Analysts. Change of Name The Company will change its name to 'City Natural Resources High Yield Trust plc'. Dividend Policy It is intended that the Company will adopt a dividend policy of paying dividends quarterly, commencing in February 2004. The Company will aim to pay dividends providing an initial annual net yield of 5.0 per cent. (based on the net asset value per Share). This dividend yield is an estimate only and should not be taken as a forecast of profits. Warrant Subscription Price Recognising the potential adverse impact on the capital-only returns on the Warrants of the proposed change in the Company's dividend policy, the Board, after consulting some of the largest Shareholders, is recommending that the Warrant Subscription Price should be reduced from 100p to 85p. The terms of the Warrants will remain unchanged in all other respects. Annual Continuation Resolutions Commencing in 2004, Shareholders will be given the opportunity to vote on an ordinary resolution to continue the Company as an investment trust at each annual general meeting of the Company. If any such resolution is not passed, the Board will put forward proposals to liquidate, open-end or otherwise reconstruct the Company. Introduction of New Investors Midas will be pro-active in promoting the Company to potential new investors, with the aim of significantly improving the price at which the Shares trade relative to their net asset value and, over time, increasing the size of the Company through further issues of Shares. If the Company fails to increase its net assets to £20 million through further issues of Shares prior to 31 March 2004, the Board will consult Shareholders regarding the future of the Company and may put forward alternative proposals to liquidate, open-end or otherwise reconstruct the Company in place of the annual continuation resolution referred to above. The Liquidation Proposal If the Liquidation Proposal becomes effective, the Company will be placed in members' voluntary liquidation and the Liquidators will be appointed to realise the Company's assets and distribute the cash proceeds to Shareholders and Warrantholders. For illustrative purposes only, the Directors estimate that, had the Liquidation Proposal become effective on 30 May 2003, the aggregate cash distributions per Share would have been 48.9p, representing 92.5 per cent. of the net asset value of 52.9p per Share on 30 May 2003. INVESTMENT RATIONALE FOR THE CONTINUATION PROPOSAL Mining and resource equities provide financial exposure to the production of base and precious metals, soft commodities (such as rubber, vegetable oils and sugar) and resources (such as natural gas, oil and coal). The prices of many such products have been depressed but are now increasing, fuelled by growing demand, particularly from emerging market economies (such as China, which with an increasingly affluent population of 1.2 billion, will become the largest consumer in the world for most goods and services). As a consequence, mining and resource equities represent an attractive asset class with many offering growing dividend yields. Besides a requirement for equity capital, mining and resource companies often have an appetite for other finance and may have in issue fixed income or convertible securities that offer favourable terms. Likewise, many industrial corporates have in issue fixed interest securities that offer yields that are often significantly higher than the yields on G7 Government bonds. The Company will offer diversified exposure to these asset classes, which, when combined, offer good capital growth prospects as well as an attractive yield. BENEFITS OF THE CONTINUATION PROPOSAL The Directors believe that the Continuation Proposal: •provides exposure to a sector offering significant growth prospects through a fund managed by a manager with excellent investment credentials and strong institutional support; •offers the prospect of new demand for, improved liquidity in and enhanced rating of the Shares; •is a constructive and cost-effective alternative to liquidation; and •avoids the dilutive effect of the Warrants on the net asset value per Share which would occur if the Liquidation Proposal becomes effective (the Directors estimate that, had the Liquidation Proposal become effective on 30 May 2003, the impact of the Warrantholders' entitlement on liquidation would have been to reduce the net asset value per Share by 1.0p, representing 2.0 per cent. of the net asset value of 52.9p per Share on 30 May 2003). EGM AND WARRANTHOLDERS' MEETING The Liquidation Proposal requires the approval of Shareholders in general meeting. Whilst the Continuation Proposal (other than the proposals to reduce the Warrant Subscription Price and to change the Company's name) does not require such approval, the Directors believe that it is appropriate to invite Shareholders to vote on the Continuation Proposal. Accordingly, an extraordinary general meeting of the Company is being convened on Thursday, 26 June 2003 at which resolutions relating to the Liquidation Proposal and the Continuation Proposal will be proposed. The resolutions relating to the Continuation Proposal will be conditional on the resolutions relating to the Liquidation Proposal not being passed. A general meeting of Warrantholders is also being convened on Thursday, 26 June 2003 at which a resolution approving the proposed reduction in the Warrant Subscription Price will be proposed. That resolution will be conditional on the resolutions relating to the Continuation Proposal being passed and becoming unconditional. Save in relation to the reduction in the Warrant Subscription Price, the Continuation Proposal does not require the approval of Warrantholders PRINCIPAL TIMETABLE 2003 Circular containing details of the Alternative Tuesday, 3 June Proposals dispatched to Shareholders and Warrantholders Latest time for receipt of forms of proxy for use at 11.15 a.m. on the extraordinary general meeting of the Company Tuesday, 24 June Latest time for receipt of forms of proxy for use at 11.25 a.m. on the general meeting of Warrantholders Tuesday, 24 June Extraordinary general meeting of the Company 11.15 a.m. on Thursday, 26 June General meeting of Warrantholders 11.25 a.m. on Thursday, 26 June DEFINITIONS 'Alternative the Continuation Proposal and the Liquidation Proposals' Proposal ''Board'' or the board of directors of the Company from time to ''Directors'' time ''Company'' Aberdeen Latin American Investment Trust PLC ''Continuation the proposals for the continuation of the Company Proposal'' as an investment trust with the objective of providing Shareholders with capital growth and income from a portfolio of mining and resource equities and of mining, resource and industrial fixed interest securities described in this announcement ''Liquidation the proposal to place the Company in members' Proposal'' voluntary liquidation referred to in this announcement 'Midas' Midas Capital Partners Limited ''Proposals'' or the Continuation Proposal and the Liquidation ''Alternative Proposal Proposals'' ''Shareholders'' holders of Shares 'Shares' ordinary shares of 25p each in the capital of the Company ''Warrantholders'' the holders of Warrants ''Warrants'' the outstanding warrants issued by the Company to subscribe for Shares at 100p per Share on 31 October in any of the years up to and including 2009 'Warrant the price per Share payable in the exercise of the Subscription subscription rights conferred by the Warrants Price' ENQUIRIES Gordon Neilly Intelli Corporate Finance Limited T: 020 7653 6300 Intelli Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Aberdeen Latin American Investment Trust PLC and for no one else in connection with the Alternative Proposals or any other matter referred to herein and will not be responsible to anyone other than Aberdeen Latin American Investment Trust PLC for providing the protections afforded to customers of Intelli Corporate Finance Limited or for affording advice in relation to the Alternative Proposals. This information is provided by RNS The company news service from the London Stock Exchange
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