ZDP Share redemption option

Gartmore Monthly Income Tst PLC 8 February 2002 8 February 2002 Gartmore Monthly Income Trust PLC ('Gartmore Monthly') and GMIT Securities PLC ('GMIT Securities') (together the 'Group') Proposals relating to the option of holders of GMIT Securities ZDP Shares to elect for redemption in April 2002 Introduction The board of Gartmore Monthly ('Board' or 'Directors') has despatched a circular to holders of Gartmore Monthly ordinary shares ('Ordinary Shareholders') containing proposals to enable holders of ZDP Shares ('ZDP Shareholders') in Gartmore Monthly's subsidiary, GMIT Securities, to exercise their right to elect to have their ZDP Shares redeemed in whole or in part on or around 30 April 2002 at their capital entitlement of 109.37p per share. GMIT Securities has also despatched a circular today to its ZDP Shareholders regarding these proposals together with a redemption notification form. These circulars explain the potential consequences for the Group of the exercise of that right of redemption. The Board believes that it would be in the best interests of the holders of Ordinary Shares in Gartmore Monthly for the proportion of ZDP Shareholders who choose to remain invested in GMIT Securities beyond April 2002 to be maximised. Accordingly, it is proposed to offer ZDP Shareholders an additional opportunity to redeem their ZDP Shares in April 2004. The circular sent to Gartmore Monthly Ordinary Shareholders also contains a notice convening an extraordinary general meeting of the Company. At this meeting an ordinary resolution will be proposed to authorise the Directors to vote the Company's shareholding in GMIT Securities so as to give those ZDP Shareholders who remain invested in GMIT Securities the additional right to redeem their ZDP Shares (the capital entitlement of which will continue to accrue at an annualised rate equivalent to 9.56 per cent.) on or around 30 April 2004, at their then accrued capital entitlement of 131.30p per ZDP Share. The Board believes that it is in the best interests of Ordinary Shareholders to grant the approval sought by voting in favour of the ordinary resolution to be proposed at the Extraordinary General Meeting. This resolution requires approval by a simple majority of votes cast. The Directors have discussed the proposals with the major Ordinary Shareholders and have received indications to vote in favour of the proposals from Ordinary Shareholders holding or representing approximately 33.0 per cent. of the Ordinary Shares. Full details of the proposals, including the proposed additional ZDP Share redemption right and the financial effects of various levels of ZDP Share redemptions are set out in the circulars, referred to above, despatched to shareholders. Timetable The Extraordinary General Meeting of Ordinary Shareholders, at which approval will be sought for the addition of the April 2004 redemption date has been convened for 25 February 2002. Following this EGM, ZDP Shareholders will be advised in writing on or around 26 February 2002 (which is 11 days prior to the final date for the receipt of redemption notifications) whether the introduction of the 2004 redemption date has been approved. ZDP Shareholders must return their redemption notification form by no later than 3.00 p.m. on 8 March 2002 and it is anticipated that the Directors will announce the result of the ZDP Shareholder redemption elections on or around 11 March 2002. Following the receipt of ZDP Share redemption elections, the Board will consider the Group's prospects, portfolio composition and its ongoing viability. The Board expects, on or around 25 April 2002, to write to Ordinary Shareholders to report the outcome of its review of the Group's ongoing viability and to either advise Ordinary Shareholders of the prospects for the future of the Group (including, among other things, the revised dividend policy, anticipated portfolio composition and capital structure) or report that, having taken all relevant factors into consideration, the Board has concluded that the ongoing Group is not viable. In the latter case, the Board will put proposals to Shareholders which may include a winding-up or a reconstruction of the Group. Risk factors General The market value of both Ordinary Shares and ZDP Shares can fluctuate and may not always reflect its underlying net asset value (which may be higher than the actual realisation level of the investments comprising the Group's assets). Investors may not get back the full amount invested and in certain circumstances investors could lose all of their investment. There can be no guarantee that the Group's investment objectives will be achieved, and past performance is not necessarily a guide to future performance. Viability of the Group Ordinary Shareholders and ZDP Shareholders should be aware that the continued viability of the Group will depend, inter alia, on the aggregate level of ZDP Share redemption elections received, market movements in the value of the Group's underlying investments and the ability of the Group to dispose of sufficient investments at prices close to the quoted mid-market price to fund both the redemption of those ZDP Shares elected for redemption and the prepayment of a sufficient amount of the Bank Facility to ensure compliance with the financial covenants contained therein. In the event that the Group is required to realise additional investments from the Income Portfolio, its ability to do so at prices close to the quoted market price may be limited as a result of weak demand and low liquidity. The Ordinary Shares rank for a repayment of capital after the Group's other creditors, the Bank Facility and the ZDP Shares. If the Board decides that the Group should be wound up due to the level of ZDP Shares elected for redemption and/or the amount of the Bank Facility which is required to be prepaid and/or movements in the market or realisable value of the Group's investments, or for any other reason, there may be insufficient assets to return any residual capital to Ordinary Shareholders. Weak demand and liquidity constraints may also affect Ordinary Shareholders who wish to dispose of a holding of Ordinary Shares in the stock market other than in small amounts. Ordinary Shares The ability of the Company to maintain any dividend payments on the Ordinary Shares and the level of such dividend payments, following any redemption of ZDP Shares, will depend, inter alia, on the number of ZDP Shares elected for redemption, the amount of the Bank Facility required to be prepaid, the post redemption level of gearing on the Ordinary Shares and movements in the market or realisable value of the Group's investments up to the date of such redemption. There is no guarantee that the Group will be able to continue to pay a dividend to Ordinary Shareholders, whether at a very substantially reduced level, or at all, and, should this be the case, the Directors may consider recommending the winding-up of the Group. The Ordinary Shares rank for payment after the Bank Facility and the payment to holders of ZDP Shares of their capital entitlement on a winding-up of the Group. The use of gearing in the form of the Bank Facility and the ZDP Shares is likely to lead to greater volatility in the net asset value of the Ordinary Shares in that a relatively small movement in the value of the Group's total assets results in a magnified movement, potentially unfavourable as well as favourable, in such net asset value. ZDP Shares The ZDP Shares rank for repayment after the borrowings and other liabilities of the Group but before any payment to Ordinary Shareholders. Assuming all ZDP Shares are redeemed in April 2002, a fall of more than 9.7 per cent. in the Group's total assets from 5 February 2002 to 30 April 2002 would result in ZDP Shareholders, receiving a payment lower than the accrued capital entitlement of 109.37p per ZDP Share on or around 30 April 2002. In that event all of the ZDP Shares would either be redeemed or repaid in a liquidation of the Company, in either case on or around 30 April 2002, save to the extent that their holders may have elected for any successor investment vehicle made available by the Board. Bank Loans Prospective investors should be aware that, whilst the use of borrowings should enhance the total return on the Ordinary Shares where the return on the Group's underlying assets is high, it will have the opposite effect where the underlying return is low, further reducing the total return on the Ordinary Shares. Furthermore, should any fall in the underlying asset value of the Group due, inter alia, to asset movements or ZDP redemption elections result in the Group breaching the financial covenants contained in the Bank Facility, the Group may be required to repay such borrowings in whole or in part together with any attendant costs. This could adversely affect the capital and income returns to Shareholders, particularly if assets can only be disposed of at a realisable value which is below the market value. 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 holders of Ordinary Shares and/or ZDP Shares or alter the post-tax returns to such shareholders. The treatment of an investment for tax purposes depends on the individual circumstances of investors, who should consult independent advisers if in any doubt as to how the Proposals may affect their tax position. Investment in other investment funds As at 5 February 2002, 29.8 per cent. of the Groups total assets were invested in 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 higher investment risk as to their capital return, owing, principally, to the gearing. Dividend cuts or suspensions by companies within the Group's portfolio could result in the Ordinary Shares paying a lower level of dividend or no dividend at all in future years. The investment funds in which the Group invests are expected to be invested in part in high yielding shares of other such funds. A failure of a fund in which the Group indirectly invests to meet its projected dividend may have an adverse effect on the ability of the Group to pay dividends. 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. Enquiries: Roger Wood 020 7782 2000 Chairman Vivien Gould/Richard Prvulovich 020 7782 2000 Gartmore Investment Limited Bob Cowdell/Ian Davis 020 7678 8000 Hoare Govett Limited This information is provided by RNS The company news service from the London Stock Exchange
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