Proposed Issue of C Shares

Midas Income & Growth Trust PLC 27 January 2006 This announcement is not for release, publication or distribution in or into the United States, Australia, Canada, the Republic of Ireland or Japan 27 January 2006 MIDAS INCOME & GROWTH TRUST PLC (THE 'COMPANY' OR 'MIGT') PLACING AND OFFER FOR SUBSCRIPTION AND EXTRAORDINARY GENERAL MEETING Introduction • The Board announces proposals to increase significantly the size of the Company through the issue of C Shares via (i) a Placing with institutional investors, private client fund managers and private client brokers; and (ii) a public Offer for Subscription (together 'the Issue'). • The Board expects to raise between £20 million and £35 million (before expenses) through the Placing and Offer. As a result (and based on the Company's unaudited and undiluted net assets of approximately £25.8 million as at 23 January 2006, being the latest practicable date prior to the publication of the Prospectus), the Company is expected to increase its net assets up to approximately £60.2 million following the Issue. • The Company has published, and is posting to its Shareholders and Warrantholders today, a prospectus relating to the Placing and Offer for Subscription, which incorporates a notice convening an extraordinary general meeting of the Company for Friday, 24 February 2006 at which a resolution authorising the Issue will be proposed (the 'Prospectus'). Midas Income & Growth Trust PLC • In August 2005 Shareholders approved the change of investment objective and policy of the Company such that it now seeks to achieve an absolute return with low volatility through investment in a multi-asset portfolio. At the same time the Company's name was changed to reflect the new investment objective and a new Investment Manager, Midas Capital Partners, was appointed. • Following the changes implemented in August last year, the Company's share price rating has improved from a discount to NAV (on a fully diluted basis) of 9.3 per cent., as at 16 June 2005 (the date immediately prior to the announcement of the proposed change of investment policy) to a premium., as at 23 January 2006 (the latest practicable date prior to the publication of the Prospectus). • A net interim dividend for the quarter ending 31 January 2006 has been declared at the rate of 1.38p per existing Ordinary Share. The Company has set a target initial gross dividend yield of 4.25 per cent. per annum, based on current asset values, following conversion of the C Shares. This initial target yield does not constitute a forecast of the profits or return from investment in the Company and there is no guarantee of any particular level of profits or return being achieved. • The Investment Manager will construct a balanced portfolio of assets with both market and non-market correlation with an emphasis on achieving absolute returns and on reducing volatility. • The portfolio includes UK and overseas equities, fixed interest securities, property, bonds, alternative assets and structured products. • The Company may borrow to gear the Company's returns when the Investment Manager believes it is in Shareholders' interests to do so. Currently the Company has borrowings equivalent to approximately 10 per cent. of its net assets. • The Company has a capital structure consisting of Ordinary Shares and Warrants. There is approximately 1 Warrant in issue for every 5 Ordinary Shares currently in issue. • The Board has stated that it intends to apply an active discount management policy, buying back Ordinary Shares if the market price is at a discount greater than 5 per cent. to the fully diluted NAV per Share. Investment Opportunity • The Manager believes that the Company currently benefits from a number of attractive investment opportunities across the wide range of markets in which it invests. The Manager will aim to combine these opportunities within the Company so as to produce a multi-asset portfolio intended to generate attractive absolute returns including a significant level of income for Shareholders, whilst preserving capital and reducing volatility. The Manager believes attractive opportunities currently exist within the UK and overseas equity markets, the fixed interest markets, areas of the property market and across a range of alternative assets and structured products. Investment Manager • Midas Capital Partners is a fast growing fund management company formed in early 2002 by Simon Edwards and Alan Borrows, the investment team who were responsible for the management of the £3 billion Merseyside Pension Fund from 1995 to 2002. As at 3 January 2006, Midas Capital Partners had approximately £410 million of assets under management. Midas Capital Partners has a strong investment record. The team's pensions fund performance record puts them in the top 2 per cent. of UK pension funds measured by the WM Company over the last 1, 2, 3, 5 and 10 years. Midas Capital Partners' two open-ended retail funds, the Midas Balanced Growth Fund and the Midas Balanced Income Fund, both of which were launched in April 2002, are ranked 2nd in their respective peer groups over three years to 31 December 2005. Proposed Issue of C Shares • The Board believes that there is a greater demand for Shares from existing and new investors than could be satisfied by the normal supply of the Company's Ordinary Shares in the market. The Board has, accordingly, decided to proceed with proposals for a Placing and Offer for Subscription. • The Company is seeking to raise a minimum of £20 million and a maximum of £35 million through the issue of C Shares pursuant to the Placing and Offer. • The C Shares will be issued at 100p per Share. No further warrants will be issued. • On the assumption that the Issue proceeds to completion, the Board undertakes that the Company will not seek to raise additional new equity share capital in the 12 months from the date of the Prospectus. • The Directors believe that the most equitable means of protecting the interests of both existing Ordinary Shareholders and new investors is through establishing a segregated pool of assets attributable to the C Shareholders, initially comprising the Net Issue Proceeds. This structure will ensure that existing Shareholders do not bear any of the costs associated with the Issue or investing the Net Issue Proceeds and that the income generated by each pool is only attributable to Shareholders with rights over their respective asset pool. • It is not anticipated that the C Shares will receive the dividend payable to Ordinary Shareholders in respect of the period to 30 April 2006. C Shareholders may receive a special dividend in respect of any income received by the pool of assets attributable to the C Shares prior to Conversion. On the assumption that the C Shares convert into New Ordinary Shares on or around 28 April 2006, holders of both classes of Shares will rank pari passu in respect of the dividend for the quarter ending 31 July 2006. Benefits of the Issue • The Board believes that the Issue will result in the following benefits: - increasing the size of the Company, with consequential benefits, following Conversion, for the liquidity of the Ordinary Shares; - introducing new investors to the Company; - reducing the Company's fixed operating costs as a percentage of Shareholders' funds; - offering existing Shareholders, Warrantholders and Plan Participants the opportunity to increase their investment in the Company; and - reducing the impact of warrant dilution on the NAV per Share. • The Board believes that the Issue offers potential investors the opportunity to invest in an investment trust: - with a simple capital structure; - managed by a highly regarded fund manager with a strong track record; - offering the prospect of income and capital growth from a diversified portfolio of assets invested with the aim of achieving an absolute return with low volatility; and - which offers protection from its Shares trading at a wide discount as a result of the Board's stated discount management policy. General • Full details of the Issue, the risk factors and the terms and conditions of application under the Offer, which should be read carefully before any application is made, are set out in the Prospectus. An Application Form is set out at the end of the Prospectus. Terms used in this announcement shall have the same meaning as in the Prospectus. Expected Timetable 2006 Offer for Subscription opens Friday, 27 January Latest time and date for receipt of placing commitments as at 3.00 p.m. on Thursday, 9 February Latest time and date for receipt of Application Forms under the as at 11.00 a.m. on Thursday, 16 February Offer for Subscription Latest time and date for receipt of Letters of Direction for the 10.00 a.m. on Friday, 17 February EGM Latest time and date for receipt of proxy forms for the EGM by the 10.00 a.m. on Wednesday, 22 February Registrar EGM 10.00 a.m. on Friday, 24 February Results of Placing and Offer for Subscription announced on, or around Friday, 24 February Expected record date for the dividend to existing Ordinary close of business on Friday, 24 February Shareholders for the quarter ending 31 January Admission and dealings in C Shares commence as at 8.00 a.m. on Monday, 27 February Settlement of placing proceeds and CREST accounts credited in by Monday, 27 February respect of C Shares issued in uncertificated form Certificates despatched in respect of C Shares issued in week commencing Monday, 6 March certificated form Expected payment date for the interim dividend for the period to 31 Wednesday, 15 March January to existing Ordinary Shareholders on the register at the record date Expected date for calculation of conversion ratio close of business on Wednesday, 26 April Record date for the interim dividend for the period to 30 April to close of business on Friday, 28 April existing Ordinary Shareholders and for the special dividend to C Shareholders Expected date of conversion of the C Shares into New Ordinary on or around Friday, 28 April Shares Expected date CREST accounts credited in respect of New Ordinary on or around Tuesday, 2 May Shares Expected date that Admission and dealings in New Ordinary Shares on or around Tuesday, 2 May commences Certificates issued in respect of New Ordinary Shares week commencing Monday, 8 May Expected payment date for the interim dividend for the period to 30 Thursday, 15 June April to existing Ordinary Shareholders at the record date and for the special dividend to C Shareholders at the record date Enquiries Richard Ramsay / Darren Willis Intelli Corporate Finance Limited, Sponsor 020 7653 6300 Alan Borrows Midas Capital Partners Limited, Manager 0151 906 2461 Charles Mearns Aberdeen Asset Management PLC, Secretary 0131 313 6442 Notes The C shares will not be registered under the United States Securities Act 1933 or the relevant securities laws of any state of the United States, or under any of the relevant securities laws of Canada, Japan, the Republic of South Africa, or Australia, and, accordingly, the placing and offer for subscription will not be made and the C shares may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, Canada, Japan, the Republic of South Africa or Australia. Intelli Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Midas Income & Growth Trust PLC and for no one else in connection with the proposed placing and offer for subscription and will not be responsible to anyone other than Midas for providing the protections afforded to clients of Intelli Corporate Finance Limited or for affording advice in relation to the placing and offer for subscription and any related matters. This information is provided by RNS The company news service from the London Stock Exchange
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