Proposed Issue of C Shares

Midas Income & Growth Trust PLC 13 February 2007 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, SOUTH AFRICA OR JAPAN 13 February 2007 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 New 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 £50 million (before expenses) through the Placing and Offer. As a result (and based on the Company's unaudited net assets of approximately £57.6 million as at 8 February 2007) the Company is expected to increase its net assets to at least £77.1 million following the Issue. • The Company has published, and is posting to 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 Thursday, 8 March 2007 at which resolutions 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. • In February 2006 the Company raised a further £26.8 million to satisfy demand from existing and new investors and to double the size of the net assets of the Company. As at 8 February 2007 the Company's unaudited net assets were £57.6 million. • The Company's share price rating improved from a discount to NAV of 9.3 per cent., as at 16 June 2005 (the date immediately prior to the announcement of the proposed change of investment policy and manager), to a premium of 0.5 per cent., as at 23 January 2006 (the latest practicable date prior to the publication of the prospectus associated with last year's fundraising). In the 12 months to 8 February 2007 the Company has traded at an average premium to NAV of 4.4 per cent. • An interim dividend for the quarter ended 31 January 2007 has been declared at the rate of 1.45p per existing Ordinary Share. Including this dividend the Company has declared aggregate dividends of 5.73p per Ordinary Share for the last four quarters. The Board intends to maintain a progressive dividend policy. This objective 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 endeavours to 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, alternative assets (such as private equity, commodity funds and funds of hedge funds) and structured products. • The Company may borrow up to 20 per cent. of its net assets to gear the Company's returns when the Board believes it is in Shareholders' interests to do so. As at 8 February 2007, the Company had borrowings equivalent to approximately 5.6 per cent. of its net assets. • The Company has a capital structure consisting of Ordinary Shares and Warrants. There is approximately one Warrant in issue for every 16 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 NAV per Ordinary Share. Investment Opportunity • Building on the attractive returns achieved since taking over the management of the Company, the Board, advised by 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, including: - UK equities and sectors, with an emphasis on large capitalisation issues; - certain funds and products providing diversified overseas equity exposure; - less conventional fixed interest investments, where attractive returns may be available; - overseas property; and - alternative assets including instruments with an element of capital protection and private equity. • The Manager aims 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. 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 5 January 2007, Midas Capital Partners had approximately £850 million of assets under management. Midas Capital Partners has a strong investment record. The team's pension fund performance record compared with the UK pension funds measured by the WM Company for the period to 30 September 2006 puts them in: • the top 1 per cent. over the last 1, 3 and 5 years; and • the top 2 per cent. over 10 years. • Midas Capital Partners' two open-ended retail funds, the Midas Balanced Income Fund and the Midas Balanced Growth Fund, both of which were launched in April 2002, are ranked 2nd and 6th in their respective peer groups over three years to 31 December 2006. Proposed Issue of C Shares • Since the time of the last fundraising the Ordinary Shares have continuously traded at a premium to their net asset value reflecting the positive rating the market places on the Company's shares and the latent investor demand. The Board believes that there continues to be greater demand for Shares from existing and new investors than could be satisfied by the normal supply of the Ordinary Shares in the market. The Board has, accordingly, decided to proceed with proposals for a Placing and Offer for Subscription. • It remains the Directors' belief 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. • The Company is seeking to raise a minimum of £20 million and a maximum of £50million through the issue of New C Shares pursuant to the Placing and Offer. • The New C Shares will be issued at 100p per Share. No further Warrants will be issued. • The New C Shares will not receive the dividend payable to Ordinary Shareholders in respect of the period to 30 April 2007. C Shareholders will receive a special dividend in respect of any income received by the pool of assets attributable to the New C Shares prior to Conversion. On the assumption that the New C Shares convert into New Ordinary Shares on or around 27 April 2007, holders of both classes of Shares will rank pari passu in respect of the dividend for the quarter ending 31 July 2007 Benefits of the Issue • The Board believes that the Issue will result in the following benefits: - further increasing the size of the Company, with consequential benefits, following Conversion, for the liquidity of the Ordinary Shares; - further reducing the Company's fixed operating costs as a percentage of Shareholders' funds; - further reducing the impact of Warrant dilution on the NAV per Share; - introducing new investors to the Company; and - offering existing Shareholders, Warrantholders and Plan Participants the opportunity to increase their investment in the Company. • 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; - which has an active discount protection policy; and - the ability to buy such number of Shares which might not otherwise have been readily available through the secondary market. General • Full details of the Issue, the risk factors and the terms and conditions of application under the Offer 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. Document Viewing Facility Copies of the above document have been submitted to the UK Listing Authority. The document will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7676 1000 Expected Timetable 2007 Offer for Subscription opens Tuesday, 13 February Latest time and date for receipt of placing 3.00 p.m. on Thursday, 22 February commitments Latest time and date for receipt of Application 11.00 a.m. on Thursday, 1 March Forms under the Offer for Subscription Results of Placing and Offer for Subscription on or around Tuesday, 6 March announced Extraordinary General Meeting 10.00 a.m. on Thursday, 8 March Admission and dealings in New C Shares commence 8.00 a.m. on Friday, 9 March Settlement of placing proceeds and CREST account by Friday, 9 March credited in respect of New C Shares issued in uncertificated form Certificates despatched in respect of New C Shares week commencing Monday, 19 March issued in certificated form Calculation Date for Conversion Ratio as at close of business on Wednesday, 25April Conversion of the New C Shares into New Ordinary 6.00 p.m. on Friday, 27 April Shares CREST accounts credited in respect of New Ordinary on or around Monday, 30 April Shares Admission and dealings in New Ordinary Shares on or around Monday, 30 April commence Certificates issued in respect of New Ordinary week commencing Tuesday, 8 May Shares Enquiries Sue Inglis/Darren Willis Intelli Corporate Finance Limited, Sponsor 020 7653 6300 Alan Borrows Midas Capital Partners Limited, Manager 0151 906 2461 Mark Purnell Aberdeen Asset Management PLC, Secretary 020 7463 6000 Notes The New 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 New 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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