Publication of Prospectus and Circular

RNS Number : 1025T

Henderson Intl. Income Trust PLC

23 March 2016

 

HENDERSON INTERNATIONAL INCOME TRUST PLC

HENDERSON INVESTMENT FUNDS LIMITED

23 March 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR INTO OR FROM THE UNITED STATES, OR INTO OR FROM AUSTRALIA, CANADA OR JAPAN

This announcement is an advertisement and not a prospectus.  This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to buy, elect or subscribe for, any shares in Henderson International Income Trust plc (the "Company") 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 Prospectus (defined below) which has been published today by the Company and any supplement thereto in connection with the admission of Ordinary Shares of the Company to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. 

Henderson International Income Trust plc

Publication of Circular and Prospectus

On 1 February 2016, the Company announced that it had agreed heads of terms with Henderson Global Trust plc ("HGT") in respect of a merger of the assets of the Company with certain assets of HGT to be effected by way of a scheme of reconstruction and winding-up of HGT (the "Proposals").

The Company has today published a circular (the "Circular") and prospectus (the "Prospectus") in connection with the Proposals.

The Circular provides the details and benefits of the Proposals and the reasons why Shareholders are recommended to vote in favour of the Resolution to be proposed at the general meeting to be held at the registered office of the Company, 201 Bishopsgate, London EC2M 3AE, at 2.30 p.m. on 15 April 2016 ("General Meeting").

Benefits of the Proposals

The Directors believe that the Proposals will have the following benefits:

§  the AIFM is currently entitled to a management fee from the Company payable at the rate of 0.75 per cent. per annum of Net Asset Value.  The Company has agreed with the AIFM that, conditional on the Proposals being implemented, the management fee will be reduced to 0.65 per cent. of Net Asset Value per annum from the Effective Date and will be reduced further to a rate of 0.60 per cent. of Net Asset Value per annum in respect of Net Asset Value in excess of £250 million;

§  as a result of the HGT Scheme, the Company's market capitalisation should increase, which is expected to enable the Company to attract a wider range of investors which should, in turn, improve liquidity in the Ordinary Shares; and

§  the fixed costs of the Company will be spread over a larger pool of assets, resulting in a lower total expense ratio.

Conditions of the Proposals

The Proposals are conditional upon, amongst other things:

§ the approval by Shareholders of the ordinary resolution to authorise the Directors to allot the New Ordinary Shares to be issued to HGT Shareholders who will roll-over their investment in HGT into the Company;

§ the recommended scheme of reconstruction of HGT ("HGT Scheme") being approved by HGT Shareholders and holders of HGT Preference Stock and becoming effective; and

§ the directors of HGT resolving to proceed with the HGT Scheme.

The Board

It is intended that the current Directors will remain as the Board of the enlarged entity.

In addition, it is intended that Richard Hills and Aidan Lisser will join the Board on 25 April 2016  (the "Effective Date").  Richard and Aidan, who are currently directors of HGT, will be non-executive directors and are independent of Henderson Investment Funds Limited, the Company's alternative investment fund manager and investment manager (the "AIFM").

Richard is currently chair of Aztec Group Ltd, one of the largest Channel Islands private equity fund administrators.  He is also on the boards of each of Strategic Equity Capital plc, JP Morgan Income & Capital Trust plc and GLI Alternative Finance plc.

Aidan is chief marketing officer at Investec Wealth & Investment and was previously employed by Allianz Global Investors AG, Standard Chartered Bank plc and Unilever plc.

Tender offer

Conditional upon implementation of the Proposals, in the event that the Ordinary Shares trade in excess of a 5 per cent. discount, on average, to the cum-income Net Asset Value per Ordinary Share of the Company over the 90 days from the Effective Date, the Company will, subject to obtaining any necessary shareholder approvals, seek to implement a limited buy back tender offer to all Shareholders for up to 20 per cent. of the New Ordinary Shares.  Any such tender offer will be at the Net Asset Value per Ordinary Share, adjusted to take into account the costs associated with implementing the tender offer, at the relevant time.

Admission and dealings

Application will be made to the UK Listing Authority for the New Ordinary Shares to be admitted to the premium segment of the Official List. Application will also be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market. If the Proposals become effective, it is expected that the New Ordinary Shares will be admitted to the Official List on, and the first day of dealings in such shares on the Main Market will be, 26 April 2016.

The New Ordinary Shares will be in registered form. Temporary documents of title will not be issued. The ISIN of the Ordinary Shares is GB00B3PHCS86. HGT Shareholders who hold their HGT Shares in uncertificated form and who elect (or are deemed to elect) to receive Ordinary Shares will receive New Ordinary Shares in uncertificated form on 26 April 2016. Certificates in respect of New Ordinary Shares to be issued to HGT Shareholders who hold their HGT Shares in certificated form and who elect (or are deemed to elect) to receive New Ordinary Shares will be despatched in the week commencing 2 May 2016.

Fractional entitlements to New Ordinary Shares pursuant to the HGT Scheme will not be issued pursuant to the Proposals and entitlements will be rounded down to the nearest whole number.

Expected Timetable of Principal Events	2016
Latest time and date for receipt of Forms of Proxy	2.30 p.m. on 13 April
Record date for the HGT Scheme	5.00 p.m. on  14 April
HGT Shareholders' class meeting	2.00 p.m. on 15 April
First general meeting of HGT	2.15 p.m. on 15 April
General Meeting of the Company	2.30 p.m. on 15 April
Calculation Date	Close of business on 20 April
Second general meeting of HGT	2.30 p.m. on 22 April
Ratio Date	Close of business on 22 April
Publication of HINT NAV per Share and Residual Net Asset Value per HGT Share	7.00 a.m. on 25 April
Effective Date for the HGT Scheme	25 April
Admission and dealings in New Ordinary Shares commence	8.00 a.m. on 26 April
CREST accounts credited to HGT Shareholders in respect of New Ordinary Shares in uncertificated form	26 April
Certificates despatched by post in respect of New Ordinary Shares issued in certificated form in the week commencing	2 May

Notes:

(1)       The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

(2)        All references to times in this document are to London times.

A copy of the Circular and Prospectus will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection www.morningstar.co.uk/uk/NSM and

will also be available on the Company's website,

https://www.henderson.com/ukpi/fund/261/henderson-international-income-trust-plc 

Capitalised terms not otherwise defined in this announcement have the meanings given in the Circular.

Enquiries

Paul Fincham/Robert Naylor Corporate Broker Panmure Gordon Telephone: [phone]

Hannah Blackmore Company Secretary Henderson International Income Trust plc Telephone: [phone]

James de Sausmarez Director and Head of Investment Trusts Henderson Global Investors Telephone: [phone]

 

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