Publication of Circular & General Meeting Notice

RNS Number : 0734R

F&C Managed Portfolio Trust PLC

28 October 2011

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS.  THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN F&C MANAGED PORTFOLIO TRUST PLC OR SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION.  THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.

ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE FINAL PROSPECTUS TO BE PUBLISHED BY THE COMPANY AND ANY SUPPLEMENT THERETO IN CONNECTION WITH ADMISSION.

F&C MANAGED PORTFOLIO TRUST PLC

PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

28 October 2011

F&C Managed Portfolio Trust plc (the "Company") has today published a circular (the "Circular") containing the details of its proposed offer for subscription of new Income Shares and new Growth Shares in the capital of the Company to potential new and existing Shareholders (the "Offer").  The Circular also convenes the General Meeting to approve the issue of new Income Shares and Growth Shares in connection with the Offer and to disapply the rights of pre-emption attaching to those Shares. 

The text of the Chairman's letter extracted from the Circular is set out below.

Introduction

At the launch of the Company investors in the F&C Share Plans, which held portfolios of shares in Investment Companies, were given the opportunity to exchange the investments they held through the F&C Share Plans for Shares in the Company.  The Investment Manager has indicated to the Board that there may be further demand from investors in other F&C Share Plans for the Company's Income Shares and Growth Shares.  The Board believes that issuing new Shares to such new investors would have a number of benefits for the Company as set out below.  Accordingly, the Board proposes to offer new Income Shares and Growth Shares pursuant to an offer for subscription to existing and potential new investors. 

The Offer is conditional on the Resolutions being passed at the General Meeting and the Admission Condition being satisfied.

Benefits of the Proposals

While the recent economic climate has been, and is expected to remain, challenging both in the UK and overseas, the Board believes that equity markets offer attractive investment opportunities at valuations which would be expected to be beneficial for investors over the medium to long term.  Hence, any net proceeds raised under the Offer would allow the Company to take advantage of such attractive investment opportunities by further investment in the companies and sectors favoured by the Investment Manager in accordance with the Company's investment policy.  Furthermore, it is anticipated that any net proceeds raised under the Offer would improve the Company's prospects for future dividend growth.

The Board also believes that the Proposals offer benefits for all Shareholders as: (i) it is anticipated that (allowing for market movements and after payment of the costs of the Proposals) sufficient proceeds will be raised under the Offer to increase the gross assets of the Company and reduce the Company's total expense ratio; and (ii) the market capitalisation of the Company will be increased which should therefore increase liquidity in the Company's Shares.

The Offer

If the Resolutions are passed at the General Meeting, the Company will publish a prospectus which will set out the full terms of the Offer.  Under the Offer the Company is proposing to issue up to 20 million Income Shares and 20 million Growth Shares to raise net proceeds of approximately £ 38  million  (on the assumption that the Offer is fully subscribed and on the basis of the NAV per Income Share of 91.4p  and per Growth Share of 94.1p as at 26 October 2011 being the latest practicable date prior to the publication of this Circular) which will be invested by the Investment Manager in accordance with the Company's investment policy.   It is the Directors' current intention that Shares will be issued pursuant to the Offer at a price which is equal to a premium of 2.5 per cent. to the relevant NAV per Share immediately prior to the issue of Shares pursuant to the Offer.

The Offer is not being underwritten and there is no minimum amount to be raised under the Offer for the Offer to proceed.  The costs and expenses of the Proposals are expected to be approximately £220,000 (on the assumption that the Offer is fully subscribed).   In the event the Resolutions are not passed at the General Meeting or the Proposals are otherwise not implemented the Investment Manager has agreed to meet 50 per cent. of the costs and expenses incurred by the Company in relation to the Offer.  Furthermore, in the event that the Proposals are implemented but the aggregate premium to NAV arising on the issue of new Shares under the Offer is insufficient to meet the costs of the Proposals the Investment Manager has agreed to meet 50 per cent. of any shortfall. Conversely if the aggregate premium to NAV exceeds the costs of the Proposals the Investment Manager will share 40 per cent. of such excess.

Dividends

As a result of the Proposals, the Board intends to rebalance the third and fourth interim dividends for the financial year ending 31 May 2012, with a view to achieving a fair apportionment of dividends between existing and new Income Shareholders. It is therefore intended that the normal third interim dividend will be split into two separate interim dividends, which will have different payment dates but each of which will be payable to Existing Income Shareholders in respect of the period to 29 February 2012 and will have an ex dividend date of 22 February 2012.  It is expected that the first of these interim dividends (the "Third Interim Dividend") will be paid in April 2012, in accordance with the Company's normal dividend timetable, and that the second of these interim dividends (the "Special Interim Dividend") will be paid in July 2012, at the same time as the final interim dividend for the financial year. New Income Shares issued pursuant to the Offer will not qualify either for the Third Interim Dividend or for the Special Interim Dividend. In the absence of unforeseen circumstances, the Third Interim Dividend is expected to be 1.0p per Income Share and the Special Interim Dividend is expected to be 0.3p per Income Share.

It is further intended that a final interim dividend for the financial year will be paid in July 2012 in respect of the period from 1 March 2012 to 31 May 2012. Both existing Income Shares and new Income Shares issued pursuant to the Offer will qualify for this final interim dividend and subsequent dividends.  In the absence of unforeseen circumstances, this final interim dividend is expected to be 1.1p per Income Share.

Therefore, the total amount of dividends received by Existing Income Shareholders for the Company's current financial year to 31 May 2012 is expected to be 4.4p, which is the same annual dividend rate as in the Company's previous financial year to 31 May 2011.

Save as referred to above, the new Income Shares will rank pari passu with the existing Income Shares and the new Growth Shares will rank pari passu with the existing Growth Shares.

General Meeting

The Proposals are conditional, inter alia, on the approval of Shareholders as a result of the provisions contained in the Act and the Listing Rules.  The notice convening a general meeting at which Shareholders will be asked to consider and, if thought fit, approve the Proposals is set out at the back of the Circular. The General Meeting is to be held at 10 a.m. on 25 November 2011 at 80 George Street, Edinburgh EH2 3BU.

Resolution 1 to be proposed at the General Meeting, if passed, will authorise the Directors to issue new Income Shares and new Growth Shares up to an aggregate nominal amount of £2 million Income Shares and £2 million Growth Shares which represents 88.7 per cent. of the Company's total income share capital and 104.0 per cent. of the Company's total growth share capital, respectively, in issue (excluding treasury shares) as at 26 October 2011.  Resolution 1 will be proposed as an ordinary resolution that requires to be passed by a simple majority of votes cast at the General Meeting.

Resolution 2, if passed, will enable the Directors to issue new Shares without first having to offer them to existing Shareholders in proportion to their existing holdings up to an aggregate nominal amount of £2 million Income Shares and £2 million Growth Shares being equal to up to 88.7 per cent. of the Company's  total Income Share capital and 104.0 per cent. of the Company's total growth share capital in issue, respectively, as at the date of the passing of Resolution 2.  Resolution 2 will be proposed as a special resolution that requires to be passed by a three-quarters majority of votes cast at the General Meeting. 

If approved by Shareholders, the authorities conferred by the Resolutions will continue in effect until the conclusion of the Company's annual general meeting in 2012.

If the Resolutions are not passed at the General Meeting or the Admission Condition is not satisfied, the Offer will not proceed.

Action to be taken

A Form of Proxy for use in connection with the General Meeting will be enclosed with the Circular. Whether or not Shareholders propose to attend the General Meeting, they are requested to complete, sign and return the Form of Proxy as soon as possible, in accordance with the instructions printed on it.  Investors holding Shares in the Company through the F&C Share Plans will find enclosed a Letter of Direction and are requested to complete and return the Letter of Direction in accordance with the instruction printed on it.

To be valid, the enclosed Form of Proxy must be lodged with the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZR  as soon as possible and, in any event, so as to arrive by not later than 10 a.m. on 23 November 2011. The completion and return of the Form of Proxy will not prevent a Shareholder from attending and voting in person at the General Meeting.  To be valid the Letter of Direction must be returned to the Company's registrars so as to arrive not later than 10 a.m. on 22 November 2011.

Shareholders who are in any doubt as to the contents of the Circular or as to the action they should take should consult an appropriately qualified and duly authorised independent financial adviser without delay.  Shareholders may also contact the Investment Manager's Investor Services Team who will be happy to assist you with any queries relating to the Proposals although it is unable to give you investment advice.  You can call them on 0845 600 3030 from 8.30 a.m. to 5.30 p.m. Monday to Friday.

The Investment Manager has undertaken to the Company that it will not operate the proportional voting system (as described in the Company's annual reports and accounts for the year ended 31 May 2011) in relation to the Resolutions to be proposed at the General Meeting and will instead only exercise the votes attaching to the Shares held through the F&C Share Plans on each of the Resolutions in accordance with the underlying holders' specific instructions.

Dealings in the new Shares

Subject to the Shareholders approving the Resolutions at the General Meeting, application will be made to the UKLA and the London Stock Exchange for the new Income Shares and Growth Shares to be issued in connection with the Offer to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market.  It is expected that dealings in such Income Shares and Growth Shares will commence  around the end of February 2012.  Fractions of new Income Shares or Growth Shares will not be issued.  The new Shares will be issued in registered form and will be capable of being held in certificated or uncertificated form.  Pending the issue of definitive certificates in respect of the new Shares, transfers will be certified against the register.

Recommendation

The Directors consider the passing of the Resolutions set out in the notice of the General Meeting at the end of the Circular to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. The Directors intend to vote in favour of each of the Resolutions in respect of their own beneficial holdings of Shares (amounting to 53,500 Income Shares and 32,500 Growth Shares, representing approximately 0.24 per cent. of the issued income share capital and 0.17 per cent. of the growth share capital of the Company (excluding treasury shares) respectively).

Yours faithfully

Richard Martin

Chairman

Expected Timetable

	2011
Latest time and date for receipt of Letter of Direction	10 a.m. on 22 November
Latest time and date for receipt of Forms of Proxy	10 a.m. on 23 November
General Meeting	10 a.m. on 25  November

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.hemscott.com/nsm.do and on the Company's website at www. fcmanagedportfolio.co.uk

Enquiries

Peter Hewitt and Ian Ridge

F&C Investment Business Limited

Tel: [phone]

Notes

Unless the context otherwise requires, terms used in this announcement shall bear the meanings given to them in the Circular to the Companies' shareholders dated 28 October 2011.

 

END

 

 

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