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Jos Hldgs PLC (JOSI)

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Friday 20 December, 2002

Jos Hldgs PLC


Jos Hldgs PLC
20 December 2002

20 December 2002

Jos Holdings plc (the 'Company')

Announcement of proposals for the reconstruction and winding up of the Company

The Proposals

The Company has posted a circular to Shareholders in relation to the Proposals
that were announced on 3 October 2002. Under the Proposals, Shareholders are
being offered the opportunity, pursuant to a voluntary liquidation of the
Company and scheme of arrangement under section 110 of the Insolvency Act 1986:

  • to roll over their investment in the Company, in a low-cost, tax efficient
    and flexible manner, into new ordinary shares of an existing investment
    trust, British Portfolio Trust plc ('BPT') also managed by Dresdner RCM
    Global Investors;

  • to receive cash;

  • to roll over part of their investment in the Company into BPT and to
    realise part in cash.

The full terms of the Proposals are set out in the above-mentioned circular and
shareholders are also referred to the prospectus and EGM circular to
shareholders posted by BPT.

Advantages of the Proposals

The Directors believe that the Proposals are in the best interests of
Shareholders as a whole in that:

  • they enable Shareholders who elect for BPT Shares to maintain their
    investment exposure to UK quoted companies without incurring significant
    reinvestment costs;

  • they enable Shareholders to defer any liability to UK taxation of
    chargeable gains in respect of Shares rolled over;

  • they offer greater choice and flexibility to Shareholders than if the
    Company were simply wound up;

  • they offer Shareholders an opportunity to realise some or all of their
    investment for cash should they so wish; and

  • there is continuity of investment managers and investment objectives.

The Proposals also avoid the costs of having to realise all the investments in
the Company's portfolio. The securities currently held in the Company's
portfolio are appropriate for transfer to British Portfolio and, to the extent
that realisations from the portfolio are not required, costs of winding-up will
be reduced.

Costs and Entitlements under the Proposals

The costs of the Proposals for those electing for the Cash Option are expected
to be approximately 2.5 per cent of the net asset value per Share as at close of
business on 13 December 2003 (being the latest practicable date prior to the
publication of the circular). For those electing for BPT Shares, the estimated
costs are detailed below and in the circular. The entitlement of each class of
Share under the Proposals will be equal to their capital entitlement on winding
up after providing for all of Jos's liabilities (including contingent
liabilities and, subject as described below, the costs of implementing the
Proposals) on the Calculation Date (expected to be 29 January 2003). Assuming a
roll over of £15 million and a Calculation Date of 13 December 2003, such
liabilities (excluding the Liquidator's Retention and BPT's stamp duty) are
expected to be approximately 2.5 per cent of Jos's net asset value per Capital
Share as at the same date. Under the Proposals, after deducting such

  • Shareholders electing for the British Portfolio Option will receive new
    British Portfolio Shares with a value equal to the capital entitlement on
    winding up of the Shares that they have elected (or have been deemed to have
    elected) to roll over into British Portfolio less the costs of the Proposals
    in excess of the costs of simply winding up Jos. New British Portfolio
    Shares issued under the Scheme will be issued at the net asset value per
    British Portfolio Share (or, if higher, 90 per cent of the middle market
    price of a British Portfolio Share) as at the Calculation Date.

  • Shareholders electing for the Cash Option will receive cash in an amount
    equal to the capital entitlement on winding up of the Shares in respect of
    which they have elected (or have been deemed to have elected) for the Cash


BPT is an existing investment trust and is managed by Trevor Green of Dresdner
RCM Global Investors. BPT's investment objective is to provide growth in capital
and income in the long term through investing principally in UK listed equities.
Such equities will consist mainly of the shares of FTSE 100 companies, but will
also include medium-sized and smaller companies. BPT's articles of association
require a vote to be taken on its continuation as an investment trust at its
annual general meeting in 2008 and at five yearly intervals thereafter.

Other investments, such as fixed interest and unquoted securities, may form part
of the Company's portfolio, with unquoted securities forming no more than 5% of
the portfolio. BPT's investment portfolio benchmark is the FTSE All-Share Index.
BPT, where appropriate, seeks to enhance returns to its shareholders by
utilising gearing in the form of bank borrowings. As at 29 November 2002, BPT's
net borrowings represented 4.9 per cent of its net assets. The portfolio of BPT
is similar to that of Jos.

Existing entitlements under the Articles

On a winding up of the Company:

  • holders of Zero Dividend Preference Shares are entitled to 249p per share

  • holders of Income Shares are entitled to 1p per share plus an amount equal
    to the undistributed revenue reserves (after payment of the entitlements of
    the Zero Dividend Preference Shareholders)

  • holders of Capital Shares are entitled to the remaining surplus assets of
    the Company (after payment of the entitlements of the Zero Dividend
    Preference Shareholders and Income Shareholders)

  • holders of Income Shares are also entitled to a dividend equal to the
    profits available for distribution as at the latest practicable date prior
    to the commencement of winding up.

Benefits of the Proposals

The Directors believe that the Proposals will satisfy the different requirements
of Shareholders as a whole. In particular:

  • the Proposals offer all Shareholders the following alternatives:

      • ongoing exposure to UK equities in a Dresdner RCM Global Investors
        managed fund; and/or

      • cash;

  • the Proposals are flexible, allowing Shareholders to make different
    elections in respect of parts of their holdings;

  • the implementation of the Proposals will be cost effective:

      • the Directors estimate that, if the Scheme had become effective on 13
        December 2002, the estimated costs of implementing the Proposals
        (excluding the Liquidators' Retention and BPT's stamp duty, which is
        only payable by those Shareholders electing to roll over) would have
        been equivalent to approximately 2.5% of the net asset value per Capital
        Share as at close of business on that date. All costs reasonably
        incurred by BPT as a result of the Proposals will be borne by the
        Company. To the extent that the total costs of the Proposals exceed the
        estimated costs of simply winding up Jos, such additional costs
        (estimated to be 0.5% of the net asset value per Capital Share as at the
        above date, assuming elections for the British Portfolio Option amounted
        to £15 million) will be deducted on a pro rata basis from entitlements
        of Shareholders electing for the British Portfolio Option;

      • to the extent that Jos' assets are transferred to BPT at closing
        prices with reduced dealing costs, there are cost savings for both Jos
        and BPT under the Scheme, compared with the prices that could otherwise
        be obtained for the assets of Jos in a liquidation or would be paid by
        BPT in the market;

      • save for a deduction in respect of the excess costs of the Proposals
        referred to above, no commission, brokerage or initial or redemption
        charges will be payable by Shareholders in connection with the issue of
        BPT Shares under the Scheme;

  • the Proposals are tax-efficient for those Shareholders electing to receive
    new BPT Shares in that they should enable such Shareholders to roll over
    their investment without the crystallisation of any liability to UK taxation
    of chargeable gains.


The most recent dividend paid by Jos was on 11 October 2002 and was the fourth
interim dividend for the financial year ending 31 July 2002.

The Articles envisage that four interim dividends will be declared and paid to
holders of Income Shares in respect of each year within 14 days after 31
December, 31 March, 30 June and 30 September. The first interim dividend in the
current year would normally become due within 14 days after 31 December 2002.

The Articles also envisage that, if meetings of Shareholders are convened to
implement proposals such as the Scheme, a further interim dividend will be paid
to holders of Income Shares of an amount equal to the whole of the profits of
the Company available for distribution by way of dividend as at the latest
practicable date prior to the date of commencement of the proposed winding up.

For simplicity and administrative convenience, the Directors intend to combine
these two dividends by declaring a final interim dividend in January 2003 and
paying the same on 22 January 2003 to holders of Income Shares on the register
of members on 17 January 2003. The amount of the dividend will be determined
shortly before the date of declaration and will represent the whole of the
profits of the Company available for distribution by way of dividend at that

In accordance with the Articles, an amount equal to any profits arising in
relation to the period between the date as at which the amount of the above
dividend is determined and the date of the winding up of the Company will be
added to the capital entitlement of 1p per Income Share for purposes of
determining the entitlements of holders of Income Shares pursuant to the Cash
Option or the British Portfolio Option under the Scheme.

Deemed elections

Shareholders who hold Capital Shares and who do nothing will be deemed to have
elected for British Portfolio Shares in respect of their Capital Shares.
Shareholders who hold Income Shares or Zero Dividend Preference Shares and who
do nothing will be deemed to have elected for the Cash Option in respect of
those shares.


The Jos Scheme is conditional on the passing of the requisite resolutions at Jos
shareholder meetings expected to be held on 22 January and 31 January 2003, and
the issue of new BPT shares is conditional on the passing of a resolution at an
extraordinary general meeting of BPT expected to be held on 22 January 2003 and
to admission of the new BPT shares to listing and to trading. If the issue of
new BPT shares does not become unconditional, the Scheme may still proceed and
elections will be deemed to be for cash.

If the value of the net assets transferred to BPT as a result of elections or
deemed elections for BPT would be less than £2.5 million, such elections will be
deemed to be for cash and no new BPT shares will be issued.

Expected Timetable

The expected timetable is as follows:

Date from which dealings in Shares should only be for cash settlement                                14 January
and immediate delivery of documents of title

Jos' register of members closes                                       5.00 pm on                     17 January

Latest time for receipt of Forms of Election                          5.00 pm on                     17 January

Separate general meeting of Income Shareholders                       11.00 am on                    22 January

Separate general meeting of Zero Dividend Preference Shareholders     11.01 am on                    22 January

Separate general meeting of Capital Shareholders                      11.02 am on                    22 January

First Extraordinary General Meeting                                   11.03 am on                    22 January

Payment of dividend to Income Shareholders                                                           22 January

Time as at which Shareholders' entitlements to assets under Scheme    4.30 p.m.                      29 January
are determined

Shares sub-divided and consolidated into Reclassified shares          8.00 am on                     30 January

Register of members in respect of Reclassified Shares opens           8.00 am on                     30 January

Dealings in Reclassified Shares commence                              8.00 am on                     30 January

Dealings in Reclassified Shares suspended                             8.00 am on                     31 January

Second Extraordinary General Meeting                                  9.30 am on                     31 January

Effective date for implementation of Proposals                                                       31 January

Date on which Jos' assets are transferred to BPT                                                     31 January

Cheques despatched to Shareholders who have elected for cash                                         1 February

CHAPS payments made to Shareholders who have elected for cash                                        3 February

Dealings commence in new BPT Shares                                                                  3 February

Certificates for new BPT Shares despatched                                                           5 February


Simon White Dresdner RCM Global Investors 0207 475 2700

Angus Gordon Lennox Cazenove & Co. Ltd 020 7825 9880

Terms used in this announcement shall, unless the context otherwise requires,
bear the meanings given to them in the Circular to Shareholders of Jos Holdings
plc dated 19 December 2002.

The contents of this announcement have been approved by Cazenove & Co. Ltd, 12
Tokenhouse Yard, London EC2R 7AN, for the purposes of section 21 of the
Financial Services and Markets Act 2000.

Cazenove & Co. Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Jos Holdings plc and for no-one else and will
not be responsible to anyone other than Jos Holdings plc for providing the
protections afforded to customers of Cazenove & Co. Ltd or for providing advice
in relation to the Proposals or any matter referred to herein.


                      This information is provided by RNS
            The company news service from the London Stock Exchange