Publication of Prospectus

RNS Number : 1243X

Premier Energy & Water Trust PLC

01 December 2010

 

Premier Energy and Water Trust PLC

Publication of Prospectus

For immediate release

30 November 2010

The board of directors (the "Board") of Premier Energy and Water Trust PLC ("PEWT" or the "Company") announces that, further to the announcement issued on 22 November 2010 regarding the proposed scheme of reconstruction and winding up of Premier Renewable Energy Fund Limited ("PREF") which includes a rollover option into the Company (the "Proposals"), the Company has today published a prospectus (the "Prospectus") in conjunction with the publication of a circular by PREF.

The Prospectus contains information regarding PEWTs assets as at24 November 2010 (being the Latest Practicable Date), PEWT had Total Assets of approximately £49.6 million, with the NAV per PEWT Ordinary Share and PEWT ZDP Share being 183.42p and 160.61p respectively. 

A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do

Words not defined in this announcement shall have the same meaning as in the Prospectus.

-End-

For further information contact:

Nigel Sidebottom	Premier Asset Management Limited	01483 400465
David Floyd/ Gillian McCarthy	Fairfax I.S. PLC (Joint Broker)	020 7598 5368

PREF Announcement

30 November 2010

Premier Renewable Energy Fund Limited

 Recommended Winding Up and Reconstruction Proposals

 Introduction

 Premier Renewable Energy Fund Limited ("PREF") has Total Assets of approximately £14.3 million (as at the Latest Practicable Date), from which £4.79 million is due to be repaid to the PREF ZCP Shareholders on or before 31 December 2010. Against this background, the Board has considered the options available for PREF's future, and has today announced that it is proposing a voluntary winding up of PREF by way of a scheme of reconstruction. Subject to the provision of a cash alternative for PREF ZCP Shares at their final capital entitlement, the Scheme will effect a rollover of PREF Shareholders' investments into Premier Energy and Water Trust PLC ("PEWT").

 PEWT is a UK-incorporated investment trust with a fixed life to 31 December 2015 and a share capital consisting of ordinary shares and zero dividend preference shares. It has an objective of achieving high income from its portfolio and realising long term growth in the capital value of the portfolio. PEWT's assets are managed by Premier Fund Managers Limited and it invests principally in companies operating in the utilities and infrastructure sectors, which incorporates the companies in the renewable energy sector in which PREF is invested. The PEWT Ordinary Shares and the PEWT ZDP Shares are admitted to the premium segment and the standard segment, respectively, of the Official List and to trading on the Main Market of the London Stock Exchange.

The Proposals are subject to a number of conditions which include requirements under the PREF Articles and under the Law for PREF Ordinary Shareholders to approve the Scheme at an extraordinary general meeting of PREF and for the prior sanction of the holders of PREF ZCP Shareholders at a separate class meeting of PREF ZCP Shareholders to be held at 10.00 a.m. and 10.30 a.m. respectively on 16 December 2010. A Second EGM, at which the winding up of PREF and the appointment of the Liquidator will be proposed for approval by the PREF Ordinary Shareholders as required under the Law, is being convened for 10.30 a.m. on 17 December 2010.

Summary of the Proposals

The Proposals involve a voluntary winding up of PREF by way of a scheme of reconstruction. The Scheme will be structured as follows:

·      PREF Ordinary Shares will be rolled over in a tax efficient manner into New PEWT Ordinary Shares, but alternatively holders can elect to receive PEWT Units (comprising one PEWT Ordinary Share and one PEWT ZDP Share); and

·      PREF ZCP Shares will be rolled over, subject to scaling back, in a tax efficient manner into New PEWT ZDP Shares, but alternatively holders can elect to receive their final capital entitlement of 392p per share in cash.

The Board has been advised that the Scheme should be treated as a scheme of reconstruction for the purposes of UK taxation of capital gains under sections 135 and 136 of the Taxation of Chargeable Gains Act 1992. Accordingly, UK resident Shareholders are expected to be able to roll over any gains on their PREF Shares into the New PEWT Shares without crystallising a gain or a loss for capital gains tax purposes. In the event that PREF ZCP Shareholders elect for the ZCP Cash Option, then UK resident Shareholders are expected to crystallise a gain or loss for capital gains tax purposes.

The Scheme is conditional on the approval of the Proposals by both PREF's and PEWT's Shareholders. In the event that the Scheme does not become effective, the PREF Board will make arrangements for the redemption or repayment of the PREF ZCP Shares on 31 December 2010 and consider other options for PREF's future.

Further information regarding the Proposals is set out below and in a circular to PREF Shareholders dated 30 November 2010 (the "Circular").

Benefits of the Proposals

The Board believes that the Proposals are in the best interests of PREF Shareholders as a whole and that the principal benefits of the Proposals for PREF Shareholders include the following:

In respect of PREF ZCP Shares:

·      provide a rollover option into a New PEWT ZDP Share (subject to scaling back) on a tax efficient basis, which should enable holders of PREF ZCP Shares, assuming no scaling back is required, to receive a return on the gross proceeds in 2015;

·      the PEWT ZDP Shares have similar characteristics to the PREF ZCP Shares in that there is no debt ranking in priority to their final capital entitlement. Based on the Assumptions, the New ZDP Shares will have a Cover of 1.326 times;

·      provide for a cash exit at 392p per share either on or before the redemption date of 31 December 2010; and

·      opportunity to invest in PEWT ZDP Shares without incurring stamp duty or other transaction costs.

In respect of PREF Ordinary Shares:

·      a rollover into a larger investment company which will have a lower total expense ratio than PREF. The estimated TER on Total Assets and net assets of PREF for the year ended 30 November 2010 is 2.78 per cent. and 4.19 per cent. respectively. On the basis of the Assumptions, the estimated TER on the projected Total Assets and net assets of PEWT following implementation of the Scheme would be 1.56 per cent. and 3.32 per cent. respectively. A lower TER will result in a higher return to shareholders, all other things being equal;

·      a rollover into a larger company is expected to provide improved secondary market liquidity. In the period 8 January 2010 to 19 November 2010 the average weekly turnover by value for PEWT Ordinary Shares was approximately 2.5 times higher than the average weekly turnover by value for PREF Ordinary Shares. It is expected that the increase in the number of PEWT Ordinary Shares in issue resulting from the Proposals, an increase of 27 per cent. based on the Assumptions, will further increase the turnover levels for PEWT Ordinary Shares;

·      a choice of PEWT Ordinary Shares or PEWT Units comprising one PEWT Ordinary Share and one PEWT ZDP Share;

·      for PREF Ordinary Shareholders electing, or being deemed to elect for, the Ordinary Rollover Option, the rollover into PEWT, based on the Assumptions, would result in an uplift in NAV of 1.2 per cent. for PREF Ordinary Shareholders. For PREF Ordinary Shareholders electing for the Unit Rollover Option, the rollover into PEWT Units, based on the Assumptions, would result in a reduction in underlying NAV of approximately 3.5 per cent. The Proposals are therefore believed to represent a cost effective way for PREF Shareholders to maintain their investment in an investment company managed by Premier and with a similar investment policy. The similarity of investment policy, with PREF's policy being a subset of PEWT's, will enable PREF to transfer a significant proportion of its assets in specie to PEWT thereby saving realisation costs;

      based on the Assumptions, the dividend yield on the New PEWT Ordinary Shares and the PEWT Units would be 4.7 per cent. and 2.3 per cent. respectively based on their issue prices. PREF does not currently pay a dividend. This will be an advantage for PREF Ordinary Shareholders seeking income from their investment; and

·      PEWT's investment policy is broader then PREF's and enables its manager to invest in a wider range of sectors and have a greater exposure to utility companies that may offer greater stability in earnings, dividend and capital performance.

The choice between the Options available to PREF Shareholders under the Proposals will be a matter for each PREF Shareholder to decide and will be influenced by their individual financial and taxation circumstances and their investment objectives.

Information on PEWT

The key features of Premier Energy and Water Trust PLC are set out in the Circular and a prospectus issued by PEWT dated 30 November 2010.

PEWT aims to achieve high income from its portfolio and to realise long term growth in the capital value of its portfolio by investing principally in companies operating in the utilities and infrastructure sectors. PEWT has a fixed life to 31 December 2015 and a balanced share capital consisting of PEWT Ordinary Shares and PEWT ZDP Shares in the proportion of 0.802 to 1. As at 24 November 2010 (being the Latest Practicable Date), PEWT had Total Assets of approximately £49.6 million, of which approximately £26.3 million was attributable to PEWT Ordinary Shareholders (after deducting the amount attributable to PEWT ZDP Shareholders as at 17 December 2010 (the expected effective date of the Scheme)).

Further Information on the Proposals

General

The Proposals involve a voluntary winding up of PREF by way of a scheme of reconstruction. Under the Proposals, PREF Shareholders will have a choice of the options set out below.

Other than Overseas Shareholders, PREF Shareholders who make no Election, or fail to make a valid Election, under the Scheme will be deemed to have made elections on the following basis:

·      PREF Ordinary Shareholders will be deemed to have elected for the Ordinary Rollover Option; and

·      PREF ZCP Shareholders will be deemed to have elected for the ZCP Rollover Option (subject to scaling back into PEWT Units).

The Record Date for PREF Shareholders to make an Election under the Scheme is 6.00 p.m. on 10 December 2010.

PREF Ordinary Shareholders

The value attributed to the PREF Ordinary Shares under the Scheme will be calculated on the basis of a formula asset value per PREF Ordinary Share as at the Calculation Date, being the NAV per PREF Ordinary Share adjusted under the Scheme to reflect the final capital entitlement of the PREF ZCP Shares and the bearing by PREF of a fixed proportion of the aggregate costs of the Proposals as noted below in the section headed "Costs and expenses of the Proposals".

The following Options are available under the Scheme for PREF Ordinary Shareholders:

Ordinary Rollover Option           

-     PREF Ordinary Shares will be rolled over in a tax efficient manner into New PEWT Ordinary Shares, unless an Election for the Unit Rollover Option is made in respect of some or all of the holding.

- The issue price of the New PEWT Ordinary Shares will be calculated based on the NAV per PEWT Ordinary Share as at the Calculation Date, adjusted for the bearing by PEWT of a fixed proportion of the aggregate costs of the Proposals as noted below in the section headed "Costs and expenses of the Proposals" to establish a FAV, and less a discount of 2.5 per cent. to that FAV (being the "PEWT FAV").

- The number of PEWT Ordinary Shares to which each PREF Ordinary Shareholder electing for the Ordinary Rollover Option will be entitled will be calculated by dividing the PREF FAV per share attributable to the PREF Ordinary Shares in respect of which an Election has been made (or deemed to have been made) by the PEWT FAV per share (in each case calculated from their respective closing prices on the Calculation Date).

Unit Rollover Option                  

-     PREF Ordinary Shareholders can elect to roll over in a tax efficient manner into PEWT Units (comprising one PEWT Ordinary Share and one PEWT ZDP Share).

- The issue prices of the New PEWT Shares making up the PEWT Units will be the sum of (i) the issue price of a New PEWT Ordinary Share calculated as set out above; and (ii) the issue price of a New PEWT ZDP Share of 172.25p per share, which was the closing bid price of a PEWT ZDP Share on 25 November 2010.

- The number of PEWT Units to which each PREF Ordinary Shareholder electing for the Unit Rollover Option will be entitled will be calculated by dividing the PREF FAV per share attributable to the PREF Ordinary Shares in respect of which an Election has been made by the PEWT Unit Price (being the sum of the PEWT FAV per share (calculated from the closing prices on the Calculation Date) and 172.25p).

- PEWT Units are notional packages of New PEWT Shares (comprising one PEWT Ordinary Share and one PEWT ZDP Share) for the purposes of implementing the Scheme and have no legal basis. No application has been or will be made for the PEWT Units to be admitted to the Official List or to trading on the London Stock Exchange's Main Market. Application has been made for the New PEWT Ordinary Shares and New PEWT ZDP Shares issued as part of a PEWT Unit to be admitted to the premium and standard segments respectively of the Official List and will also to be admitted to trade as their constituent parts on the London Stock Exchange's Main Market.

The FAV of each PEWT Ordinary Share and each PREF Ordinary Share will be calculated using each company's respective accounting policies (which are substantially similar) and in accordance with the Scheme. The auditors of each of PREF and PEWT will review the calculation of the FAVs used to calculate the number of PEWT Ordinary Shares to be issued to PREF Ordinary Shareholders and will report to the PREF Board and the PEWT Board accordingly.

Save in respect of the third and fourth interim dividends due for the periods to 30 September 2010 and 31 December 2010 respectively, the New PEWT Ordinary Shares will rank pari passu with the existing issued PEWT Ordinary Shares in respect of any dividends declared, made or paid with a record date on or after the date of issue of the New PEWT Ordinary Shares.

Illustrative financial effects

Based on the terms set out above and the Assumptions, in respect of every 1,000 PREF Ordinary Shares, which currently have an aggregate NAV of £724 and an aggregate market value of £645, a PREF Ordinary Shareholder would have received under the Scheme:

Ordinary Rollover Option           

-     411 PEWT Ordinary Shares with an aggregate NAV of £729 and an aggregate market value of £661.

-Based on the Assumptions and that PEWT, as enlarged by the Proposals, maintains its current dividend level, the aggregate annual dividend from the New PEWT Ordinary Shares would be £32.88, which would represent a dividend yield of 4.7 per cent. based on their issue price.

Unit Rollover Option                  

-     205 PEWT Ordinary Shares with an aggregate NAV of £364 and an aggregate market value of £328; plus

- 205 PEWT ZDP Shares with an aggregate NAV of £331 and an aggregate market value of £353. No dividend is payable on the PEWT ZDP Shares.

- In aggregate therefore, the Unit Rollover Option has illustrative value of an aggregate NAV of £695 and an aggregate market value of £681.

- Based on the Assumption and that the Enlarged PEWT maintains its current dividend level, the aggregate annual dividend from the Unit Rollover Option would be £16, which would represent a dividend yield of 2.3 per cent. based on their issue price.

Note: the net asset values attributable to the 1,000 PREF Ordinary Shares shown above exclude £50,000 retained by the Liquidator as part of the Liquidation Pool and will be paid to PREF Ordinary Shareholders to the extent that there is a balance available following the satisfaction of all known liabilities and that no valid claims are made by unknown creditors.

PREF ZCP Shareholders

The value attributed to the PREF ZCP Shares under the Scheme will be 392p per share, being their final capital entitlement under the PREF Articles.

The following Options are available under the Scheme for PREF ZCP Shareholders:

ZCP Rollover Option                 

-     PREF ZCP Shares will be rolled over in a tax efficient manner into New PEWT ZDP Shares, unless an Election for the ZCP Cash Option is made in respect of some or all of the holding.

- The issue price of the new PEWT ZDP Shares will be 172.25p per share, which was the closing bid market price of a PEWT ZDP Share on 25 November 2010, being the Latest Practical Date.

- The number of PEWT ZDP Shares to which each PREF ZCP Shareholder electing for the ZCP Rollover Option will be entitled (subject to scaling back) will be calculated by dividing the value attributable to the PREF ZCP Shares in respect of which an Election has been made (or deemed to have been made) being 392p per share by 172.25p.

- The ZCP Rollover Option is subject to scaling back into the Unit Rollover Option, which is described above. The number of PEWT Units to which each PREF ZCP Shareholder who is scaled back into PEWT Units will be entitled will be calculated by dividing (i) the product of the number of PREF ZCP Shares the subject of the scaling back multiplied by 392p per share, by (ii) the PEWT Unit Price.

ZCP Cash Option                         

Holders of PREF ZCP Shares can elect to receive 392p per share in cash.

The maximum aggregate amount of cash required to fund the ZCP Cash Option would be approximately £4,794,000, for 1,222,833 PREF ZCP Shares at 392p per PREF ZCP Share. The ZCP Cash Option will be funded through the combination of a realisation of PREF's portfolio (which might include portfolio sales to PEWT in the event that Elections for the ZCP Cash Option are material) and PREF's existing cash resources.

PREF ZCP Shareholders who wish to receive their final capital entitlement of 392p per share in cash must make an Election under the Scheme, and accordingly, must return a Form of Election (or submit a TTE Instruction) in accordance with the instructions set out in the Circular.

UK resident PREF Shareholders who elect for the ZCP Cash Option are expected to crystallise a gain or loss for capital gains tax purposes.

Illustrative financial effects

The New PEWT ZDP Shares will rank equally with the existing PEWT ZDP Shares and therefore will be entitled to a final capital entitlement of 221.78 pence per share at 31 December 2015, subject to there being sufficient assets available within PEWT at that date. Based on their issue price of 172.25p, receipt of this final capital entitlement on 31 December 2015 would equate to a gross redemption yield on the New PEWT ZDP Shares of 5.185 per cent. per annum. Based on the Assumptions, the estimated Cover over this final capital entitlement is 1.326 times.

Scaling Back

The PEWT Directors have, in conjunction with Premier, deemed it desirable to maintain as near as practicable, the balance of PEWT's capital structure going forward. In the event that full satisfaction of Elections (including deemed Elections) under the Scheme would not result in either (i) the capital structure of PEWT being in the Relevant Proportion as nearly as practicable or; (ii) the Cover on the existing PEWT ZDP Shares being maintained, then the PREF Directors and Premier may determine (in consultation with PEWT) to scale back Elections for PEWT ZDP Shares in their absolute discretion so that they are deemed to be Elections for PEWT Units.

In the event that PREF ZCP Shareholders are scaled back into the Unit Rollover Option, the number of PEWT Units to which a PREF ZCP Shareholder will be entitled will be based on the value of the PREF ZCP Shares to be scaled back relative to the notional issue price of a PEWT Unit which, by value (based on market prices at the Latest Practicable Date), will be attributable approximately equally between the PEWT ZDP Share and the PEWT Ordinary Share comprised in the PEWT Unit.

Placing

In order to ensure that the capital structure of PEWT remains substantially in the Relevant Proportion is maintained and so as to ensure the Scheme may proceed in the event that there is a shortfall in the number of New PEWT ZDP Shares to be issued under the Scheme, PEWT is also proposing to issue new PEWT ZDP Shares to placees under the Placing. The Placing will be either concurrent with the Scheme or during the course of 2011. 

Overseas Shareholders

Overseas Shareholders will not receive a Form of Election and, unless the Directors determine otherwise, will receive cash in respect of their entire holding of PREF Shares through the following mechanics:

- Overseas Shareholders who hold PREF Ordinary Shares and therefore would have been entitled to PEWT Ordinary Shares under the Scheme will, instead of such shares being issued to them, receive the net proceeds arising from the sale of such shares by the Liquidator, as explained further in the section entitled "Overseas Shareholders" below; and

- Overseas Shareholders who hold PREF ZCP Shares will be deemed to have elected for the ZCP Cash Option in respect of PREF ZCP Shares and will receive 392p per share in cash.

Further information regarding Overseas Shareholders is set out in the Circular.

Liquidation Mechanics

Upon the liquidation of PREF, the Liquidator will implement the Scheme by distributing to PEWT that portion of PREF's assets which is attributable to the aggregate net asset value of the PREF Ordinary Shares (after deduction of costs of the liquidation, cash sufficient to meet Elections and deemed Elections under the ZCP Cash Option plus an amount estimated by the Liquidator to meet the liabilities of PREF) and the aggregate value attributable to the PREF ZCP Shares which elect, or are deemed to elect, to roll over into PEWT under the ZCP Rollover Option, or if scaled back under the Unit Option. The transfer will be in consideration of the issue of New PEWT Shares to PREF Shareholders on the basis of Elections, or deemed Elections, under the Scheme.

PREF Ordinary Shares held by PEWT

As at the Latest Practicable Date, PEWT held 526,316 PREF Ordinary Shares representing approximately 4.0 per cent. of PREF's issued share capital on such date. Under UK company law, PEWT cannot hold shares in its own capital and therefore will not be permitted to receive New PEWT Shares under either of the Ordinary Rollover Option or the Unit Rollover Option. Under the terms of the Transfer Agreement to be entered into between the Liquidator (in his personal capacity and on behalf of PREF), the Investment Adviser and PEWT, PEWT will therefore waive its entitlement to receive New PEWT Shares under the Scheme. The number of New PEWT Shares to be issued by PEWT to the Liquidator under the terms of the Scheme will be reduced accordingly. For the purposes of the Scheme, PEWT's holding of PREF Ordinary Shares will be valued as having a value equal to the PREF FAV per share in respect of such shares and treated equivalently to the PREF Ordinary Shares to which PEWT would have been entitled under the Ordinary Rollover Option.

Procedural changes to the PREF Articles

The PREF Articles, as currently drafted, contain restrictive provisions in relation to the period for which a shareholder meeting shall stand adjourned in certain circumstances, being fourteen days from the date of the original meeting. In light of the relatively short timeframe within which PREF wishes to implement the Proposals so as to enable PREF ZCP Shareholders to receive their entitlements on or before 31 December 2010, the PREF Board has determined to reduce such period.

It is the PREF Board's view that to make such changes would be in the interests of PREF Shareholders as a whole, and it is therefore proposed that a special resolution will be proposed at the First EGM amending the PREF Articles with immediate effect. The amendment will reduce the period for which a shareholder meeting shall stand adjourned to 7 days or such other timeframe as the chairman of the meeting shall deem fit.

Costs and expenses of the Proposals

It is estimated that the costs of the Proposals incurred by PREF and PEWT (excluding stamp duty and the costs of any placing) will, in aggregate, be approximately £370,000. These costs and expenses will be borne by PREF and PEWT on a basis that the potential NAV dilution for PREF Ordinary Shareholders rolling over into PEWT is mitigated, whilst at the same time ensuring that the NAV for existing PEWT Ordinary Shareholders will be broadly maintained or enhanced. Premier has agreed to underwrite a cost overrun in excess of £370,000 (excluding stamp duty and costs of the Placing) on the transaction costs of implementing the Proposals, to a maximum of £25,000.

In the event that the Scheme does not become effective, PREF will bear its own costs in respect of the Proposals. It is estimated that these costs would amount to approximately £46,000, which represents 0.35 per cent. of the NAV per PREF Ordinary Share.

Directors

The Directors' appointments will terminate on the Effective Date with the payment of directors' fees to the PREF Directors being made to 31 December 2010 in accordance with the terms of their appointment. No payments for loss of office will be made to any of the PREF Directors. It is proposed that Charles Wilkinson will be appointed to the PEWT Board following the implementation of the Scheme and the Admission of the New PEWT Shares.

Arrangements with the Manager and other service providers

If the Scheme becomes effective, the Manager has agreed that the Management Agreement will terminate with effect from the Effective Date. No compensation will be payable to the Manager in connection with such termination.

PREF's Administrator and Registrar have each agreed to continue to assist the Liquidator following the Scheme becoming effective. Neither the Administrator nor the Registrar will receive any compensation payment upon termination of their respective appointments but will be paid their usual fees for any work undertaken during the liquidation process.

Shareholder Meetings

 Under the PREF's Articles and in accordance with the Law, the Proposals require the prior sanction of PREF ZCP Shareholders as a class at the Class Meeting and the approval of PREF Ordinary Shareholders in general meeting before being implemented. Notices convening the Meetings in connection with the Proposals are therefore set out at the end of this document.

First Extraordinary General Meeting

The First EGM will be held at 10.00 a.m. on 16 December 2010. Special resolutions will be proposed at the First EGM to (i) amend the PREF Articles to reduce the period for which shareholder meetings stand adjourned, (ii) to sanction the Scheme and give certain directions to the Liquidator (when appointed) and (iii) to reclassify the PREF Shares in accordance with Elections and to further amend the PREF Articles for the purposes of the Scheme's implementation. Only PREF Ordinary Shareholders are entitled to vote at the First EGM.

Resolution 1, which amends the PREF Articles to reduce the period for which shareholder meetings shall stand adjourned, will have immediate effect. Resolution 2 sanctions the Scheme amongst other things and is subject to and conditional upon the extraordinary resolution being proposed at the Class Meeting being passed and the conditions of the Scheme being satisfied. Resolution 3, which amends the PREF Articles, is conditional upon the passing of resolution 2 and upon resolution 2 having become unconditional in all respects save for the passing of resolution 3 itself.

If the Proposals are approved, they will bind all PREF Shareholders whether or not they have voted in favour of the Proposals at the First EGM.

 Class Meeting

The Class Meeting is being convened for 10.30 a.m. on 16 December 2010 at which an extraordinary resolution will be proposed sanctioning the Proposals. At the Class Meeting, the PREF ZCP Shareholders will be asked to approve the passing of the resolutions to be proposed at the First EGM and the resolutions to be proposed at the Second EGM and any variation of rights resulting from such resolutions.

 Second Extraordinary General Meeting

 The Second EGM will be held at 10.30 a.m. on 17 December 2010. A special resolution will be proposed at the Second EGM to approve the winding up of PREF and the appointment of the Liquidator in accordance with the requirements of Guernsey law. Only PREF Ordinary Shareholders are entitled to vote at the Second EGM.

If the Proposals are approved, they will bind all PREF Shareholders whether or not they have voted in favour of the Proposals at the Second EGM.

 General

The quorum for the First EGM and the Second EGM is two members present either in person or by proxy. The quorum for the Class Meeting is two persons at least holding or representing by proxy one-third of the issued shares of the PREF ZCP Shares as a class. If, within half an hour after the time appointed for the Class Meeting, a quorum is not present, then that Meeting shall stand adjourned until 1.00 p.m. on the same date (assuming that Resolution 1 proposed at the First EGM is passed).

 In order to be passed, the resolutions to be proposed at the Meetings will require the approval of PREF Shareholders entitled to vote representing at least 75 per cent. of the votes cast on the relevant resolution. If the special resolutions to be proposed at the First EGM are passed but the special resolution to be proposed at the Second EGM is not passed, the Scheme will not become effective and the reclassification of the PREF Shares for the purposes of the Scheme will be reversed automatically and the listing of the PREF Shares will be resumed.

 Dealings and settlement

 The Admission of the PREF Ordinary Shares and PREF ZCP Shares to the premium segment and standard segments respectively, of the Official List and to trading on the London Stock Exchange's Main Market is expected to be suspended at 7.30 a.m. on 14 December 2010 and, if the EGM Resolutions are passed at the First EGM and all other conditions of the Scheme are satisfied, to be cancelled at 7.30 a.m. on 20 December 2010. The Reclassified Shares will be non-transferable securities. Further details on dealings and settlement are set out in the Circular.

 Action to be taken

Details of the action to be taken by PREF Shareholders in relation to the Proposals, including on the return of Forms of Proxy, are set out on in the Circular. It is important that PREF Shareholders wishing to make an Election, including PREF ZCP Shareholders who wish to receive cash under the ZCP Cash Option, return their Forms of Election or submit a TTE Instruction so as to be received no later than 1.00 p.m. on 13 December 2010.

PREF Ordinary Shareholders who wish to roll over their entire investment of PREF Ordinary Shares into PEWT Ordinary Shares under the Ordinary Rollover Option need not complete a Form of Election or submit a TTE Instruction.

PREF ZCP Shareholders who wish to roll over their entire investment of PREF ZCP Shares into PEWT ZDP Shares under the ZCP Rollover Option, subject to scaling back into PEWT Units, need not complete a Form of Election or submit a TTE Instruction.

EXPECTED TIMETABLE

Event	2010
Latest time for receipt of
(i) Premier ISA Forms of Election and	10.00 a.m. on Thursday, 9 December
(ii) Voting Directions for PREF Ordinary Shareholders in the Premier ISA Scheme to vote at the First EGM and at the Second EGM	10.00 a.m. on Thursday, 9 December
Record Date for Elections	6.00 p.m. on Friday, 10 December
Latest time for receipt of Elections	1.00 p.m. on Monday, 13 December
Date from which it is advised that dealings in PREF Shares should only be for cash settlement and immediate delivery of documents of title	Monday, 13 December
Closing of Register	6.00 p.m. on Monday, 13 December
Suspension of the listing of the PREF Sharesand suspension of trading in the PREF Shares on the London Stock Exchange	7.30 a.m. on Tuesday, 14 December
Latest time for receipt of Forms of Proxy and/or CREST Proxy Instructions for use at:
(i) First EGM	10.00 a.m. on Tuesday, 14 December
(ii) Class Meeting	10.30 a.m. on Tuesday, 14 December
Calculation Date	Tuesday, 14 December
Latest time for receipt of Forms of Proxy for use at the Second EGM	10.30 a.m. on Wednesday, 15 December
First EGM	10.00 a.m. on Thursday, 16 December
Class Meeting	10.30 a.m. on Thursday, 16 December
Second EGM	10.30 a.m. on Friday, 17 December
Effective Date	Friday, 17 December
Admission of the New PEWT Shares to the Official List and to trading on the London Stock Exchange	8.00 a.m. on Monday, 20 December
Cancellation of PREF listing	Monday, 20 December
CREST accounts credited in respect of New PEWT Shares	Monday, 20 December
Cheques expected to be despatched and CREST payments made in respect of the ZCP Cash Option	Monday, 20 December
Certificates for New PEWT Shares in certificated form despatched	Week commencing 20 December

The information in this announcement should be read in conjunction with the full text of the Circular. Capitalised terms used in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the Circular.

 

END

 

 

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