ZDP Redemption Update
Gartmore Monthly Income Trust PLC ('Gartmore Monthly')
and GMIT Securities PLC ('GMIT Securities')
(together the 'Group')
Proposals relating to the redemption of ZDP Shares
and the amendment of the Company's articles of association
Introduction
On 8 February 2002 recommended proposals were announced to enable holders of
ZDP Shares ('ZDP Shareholders') to exercise their right to elect to have their
ZDP Shares redeemed on or around 30 April 2002. On 11 March 2002, it was
announced that 76.78 per cent. of the ZDP Shares in issue had been elected for
redemption.
Since that date, the directors of Gartmore Monthly and GMIT Securities
('Directors' or 'Board') have been considering what the future prospects of the
Group would be following the ZDP Share redemption. In particular, the Board has
been mindful of the requirement to balance fairly the interests of both those
ZDP Shareholders who elected for redemption in May 2002 ('Exiting ZDP
Shareholders') and those ZDP Shareholders who decided not to elect for
redemption in May 2002 ('Continuing ZDP Shareholders'). In particular, the
Board has been advised that, in order to proceed with the redemption of Exiting
ZDP Shares at their 30 April 2002 capital entitlement of 109.37p per ZDP Share,
they must have a high degree of expectation that the residual assets of the
Group will be such that Continuing ZDP Shareholders will be redeemed in full at
their 30 April 2004 redemption entitlement of 131.30p. The Board has also
considered the covenants contained in the bank facility and the quality and
liquidity of the whole portfolio of the Group, in particular the residual
Income Portfolio. The Board has concluded that the resulting capital structure
and the investment portfolio of the ongoing Group would not achieve the desired
rate of return for Continuing ZDP Shareholders over the period to 30 April
2004.
Rather than propose an immediate winding-up, the Board is instead recommending
proposals under which the Company will seek to realise its investment portfolio
over time. The Board currently expects, in the first instance, to repay all ZDP
Shareholders at 109.37p per ZDP Share, in respect of 78.4 per cent. of their
holdings, being the full pre-determined capital entitlement of such shares as
at 30 April 2002 (the 'Proposals'). The remaining assets of the Company would
then be realised in a controlled manner by no later than 30 April 2004. The
proceeds of any such realisations would be applied by way of the redemption of
further ZDP Shares. The Proposals are designed to seek to realise greater value
than would be achieved on an immediate winding-up of the Company. However,
there can be no assurance that any or all of the remaining ZDP Shares will be
redeemed at their then accrued capital entitlement.
Review of the current investments of the Group
As at 15 April 2002, the total assets of the Group (at mid-market price) were
invested and allocated as follows:
% £ million
Equity Portfolio 18.2 34.6
Income Portfolio 15.3 29.1
Cash or cash equivalents 66.5 127.4
Total Assets* 100.0 191.1
Existing allocation of Total Assets £ million
Borrowings under the Bank Facility 72.5
Assets attributable to ZDP Shares 113.6
Assets attributable to Gartmore Monthly Ordinary 5.0
Shares
Total Assets* 191.1
* Inclusive of current period revenue and after deducting the net expenses
relating, inter alia, to the implementation of the Proposals and the expected
costs of terminating the Group's interest rate swap arrangement
The Equity Portfolio is substantially invested in shares of FTSE 100 companies
(comprising approximately 84 per cent. of the Equity Portfolio). The Directors
have substantially hedged the Group's Equity Portfolio by entering into FTSE
100 Index Futures contracts with a notional value of £31.3 million maturing on
21 June 2002 in order to reduce the impact of market movements in this part of
the Group's investments.
As at 15 April 2002 the Income Portfolio was comprised as follows (at
mid-market prices):
% of total assets %* £ million*
invested in other
split capital or
high income trusts
Class AAA investments 0% 9.6 2.8
Class AA investments 0% to 5% 12.0 3.5
Class A investments 5% to 25% 48.1 14.0
Class B investments 25% to 50% 17.9 5.2
Class C investments Over 50% 12.4 3.6
Total 100.0 29.1**
* Source: Gartmore Investment Limited
** Including £1.15 million of investments in funds managed by Gartmore
Investment Limited
Assessment of future prospects
The Directors have been advised that, in determining whether they can properly
proceed with the redemption of the Exiting ZDP Shareholders at their April 2002
capital entitlement of 109.37p per ZDP Share, they must also consider the
interests of the Continuing ZDP Shareholders. In particular, the Directors have
been advised that they should not redeem Exiting ZDP Shares at their full April
2002 redemption entitlement unless they have a high degree of expectation that
the residual post-redemption assets of the Group will be such as to enable
Continuing ZDP Shareholders to receive their full April 2004 redemption
entitlement of 131.30p.
In assessing the position, the Board has considered the level of aggregate
payments required to be made in order to fund the redemption of Exiting ZDP
Shares and consequent prepayment of part or all of the bank facility, and how
the Group would fund such payments. As part of their review, the Board has
considered, among other things, (i) the anticipated size, quality and
achievable liquidity of the residual Equity Portfolio and Income Portfolio,
(ii) the anticipated level of realisations which are achievable from the Income
Portfolio (including the discount to bid-market price at which such
realisations may potentially be made), (iii) the Group's compliance with the
financial covenants contained in the bank facility, (iv) the level of the net
assets of the Group following the redemption and prepayment (in part or in
full) of the bank facility, (v) the levels of capital growth required from both
the residual Equity Portfolio and Income Portfolio in order to be able to
redeem all Continuing ZDP Shares in full in April 2004 and (vi) the level of
realisations required to be made by April 2004 from the residual Income
Portfolio.
The Board has concluded that, if those ZDP Shares elected by their holders for
redemption in April 2002 were to be redeemed at their full capital entitlement
of 109.37p per share, it would not have the required high degree of expectation
that the Continuing ZDP Shares could be repaid at their full capital
entitlement of 131.30p per ZDP Share in April 2004. The Board is therefore
proposing instead that alternative Proposals be implemented. If these Proposals
are not approved, no ZDP Shares would be redeemed and the Company would be
wound up and all the ZDP Shares would receive a distribution in that
liquidation in priority to any payment to Gartmore Monthly Ordinary
Shareholders. Under the Proposals all ZDP Shareholders are, in the first
instance, expected to have 78.4 per cent. of their holding of ZDP Shares
redeemed at the existing pre-determined redemption entitlement as at 30 April
2002 of 109.37p per ZDP Share redeemed.
The proportion of each ZDP Shareholder's holding redeemed will be the maximum
currently possible following the realisation of the Equity Portfolio and the
realisation currently achieved of the Income Portfolio. As the Directors noted
in the circular dated 8 February 2002, the market environment remains
difficult. This is particularly the case for geared ordinary and income shares.
Furthermore, there continues to be very limited liquidity in the market for
such shares notably in respect of those companies with 25 per cent. or more of
their portfolio invested in other investment trusts and companies. This lack of
liquidity has restricted the manager's ability to realise certain of these
investments in the market at values which the Board considered to be
appropriate.
Given the current difficult market conditions, illiquidity in geared ordinary
and income shares and a significant fall in investor confidence in the split
capital and high income share sector, it is not possible to predict the amount
which will ultimately be available for payment to ZDP Shareholders as a result
of the Proposals. However, the table set out below, which is for illustrative
purposes only, indicates the level of assets which may be available to redeem
those ZDP Shares which are not redeemed in May 2002, based upon a range of
assumptions in terms of the discount to the bid-market price of the underlying
securities at which the income portfolio may be realised, and on the basis that
the expected 78.4 per cent. of ZDP Shares are redeemed in May 2002:
Income Portfolio (classified by size Level of realisation discount to
of holdings in other investment bid-market price
funds)
Class AAA 0% 0% 0% 0%
Class AA 0% 0% 5% 5%
Class A 0% 0% 10% 10%
Class B 0% 15% 25% 50%
Class C 0% 25% 50% 100%
Potential payment per unredeemed ZDP 111.5 105.9 95.2 85.0
Share (p)*
* based upon bid-market prices as at 15 April 2002 and following the prepayment
of the entire bank facility and payment of associated swap breakage costs and
other costs relating to the Proposals
It should also be noted that the payments per ZDP Share referred to above do
not take into account the potential net income receivable from the portfolio
which will not be distributed as a dividend to ordinary shareholders but will
instead be available for ZDP Shareholders up to their then accrued capital
entitlement. In addition, those potential payment levels do not take account of
any increase or decrease, which may be significant, in the bid-market price of
the underlying investments in the period up to their realisation.
The Directors intend to prepay the bank facility in full from existing cash
balances in order to reduce the level of costs incurred by the Group.
The Proposals have been formulated to allow for a controlled realisation of the
remaining assets comprised within the income portfolio. Further details of the
options available to the Company are set out below, together with the benefits
to ZDP Shareholders of the Proposals.
The Board also considered the issue of additional shares of a new or existing
class of equity in order to strengthen the Group's balance sheet and reviewed
the potential for a merger with another investment trust or company. However,
the Board have concluded that neither of these options would be achievable
prior to the redemption of ZDP Shares in April 2002 due to the uncertainty
regarding the Group's future and the current difficult market conditions caused
by negative sentiment towards the split capital and high income share sector.
Options available to the Company
Following the Board's conclusion that it cannot properly proceed to redeem the
Exiting ZDP Shares solely at this time, the options available to the Company
are as follows:
A. a controlled realisation of the Group's assets under the direction of the
Directors in order to maximise the assets available for distribution to all
ZDP Shareholders; or
B. a winding-up of the Company's business in a members' voluntary liquidation
under the control of a liquidator.
Option A - Controlled realisation of the Group's assets
Option A represents the preferred and recommended option of the Board. Under
the controlled realisation proposal, all ZDP Shareholders will initially
receive in May 2002 their full contractual redemption entitlement of 109.37p as
at 30 April 2002 in respect of a proportion of their holding. Redemption will
take place shortly after the approval of the Proposals with a view to
redemption payments being made on or around 17 May 2002. The Directors
currently expect that 78.4 per cent. of the ZDP Shares currently in issue will
be redeemed in May 2002.
There are expected to be at least two subsequent redemptions in respect of the
remaining ZDP Shares; it is envisaged that one such redemption will take place
no later than 30 April 2003 and the second no later than 30 April 2004. The
Directors retain the right to make such other redemptions as they consider
appropriate. The new Articles of Association will provide that the Directors
shall, no later than 30 April 2004, convene an extraordinary general meeting of
the Company at which a resolution will be passed to put the Company into
members' voluntary liquidation. In the event that sufficient proceeds are
realised from the remaining income portfolio in order to redeem all remaining
ZDP Shares at their then accrued capital entitlement per share, any residual
assets of the Company would be attributable to the Ordinary Shareholders of
Gartmore Monthly. The timing of realisations from the remaining income
portfolio will depend on the level of liquidity available in the Company's
investments. There can be no certainty that the Group will be able to realise
all of the remaining income portfolio or redeem the remaining ZDP Shares at
their increased capital entitlement prior to 30 April 2004.
If ZDP Shareholders approve the Proposals, the residual assets of the Group
will comprise investments in geared ordinary and income shares of other
investment funds and will be managed with the objective of redeeming all
remaining ZDP Shares at their then accrued capital entitlement or as close
thereto as is achievable.
It is not currently possible to predict the level of net income which the
remaining income portfolio will generate, given that a number of its
constituent investments have either suspended or cut their dividends.
Furthermore, the Board anticipates that further dividend cuts or suspensions
will be announced. The Directors have previously managed the affairs of
Gartmore Monthly so that, for each of its previous accounting periods, it would
be eligible for approval by the Inland Revenue as an investment trust under
section 842 of the ICTA 1988. It is the Directors' intention to seek such
approval in respect of the current accounting period which will end on 30 April
2002. In the light of the requirement to maximise the assets available to meet
the capital entitlement of ZDP Shareholders, the Directors may decide that
Gartmore Monthly should retain more than 15 per cent. of its eligible
investment income in future accounting periods. If more than 15 per cent. of
such income is retained, Gartmore Monthly would fail to satisfy the retained
income test in section 842, unless it were able to show that it had been
legally required to retain such income. In this event, the Directors would seek
confirmation from the Inland Revenue that, because of the requirement to
maximise the assets available for the ZDP Shareholders, Gartmore Monthly would
satisfy the retained income test. If Gartmore Monthly failed to satisfy the
retained income test in section 842 and such confirmation from the Inland
Revenue was not forthcoming, then Gartmore Monthly would not receive approval
as an investment trust in respect of the accounting period in question.
Accordingly, the net income generated (after the deduction of all running
expenses of the Group, all of which will now be charged to the revenue account)
from the income portfolio in the period from 30 April 2002 to 30 April 2004 (or
such earlier date as the Company is placed into members' voluntary liquidation
or all ZDP Shares are redeemed in full) will be used towards redemption of the
remaining unredeemed ZDP Shares. The Board intends that the current
undistributed retained earnings of the Group, which amount to approximately £
0.6 million after accounting for that part of the anticipated swap break costs
to be charged to the revenue account (equivalent to approximately 0.78p per ZDP
share redeemed in April 2002) will be applied towards the redemption of ZDP
Shares in May 2002.
The Board and the manager are mindful that the ongoing running expenses of the
Group will reduce the amount available for distribution to ZDP Shareholders.
The manager has undertaken, conditional on the Proposals being approved by ZDP
Shareholders, to waive its management fee from 13 May 2002 until the earlier of
the winding-up of the Company and 30 April 2004. The manager has further
undertaken, conditional upon the Proposals being approved by ZDP Shareholders,
to waive any right to receive a termination fee upon a resolution to wind up
Gartmore Monthly being passed at an extraordinary general meeting of that
Company prior to or on 30 April 2004. Further, conditional upon the Proposals
being approved, the Directors have agreed that, as from 30 April 2002, they
will not be paid the remuneration to which they are entitled from either
Gartmore Monthly or the Company until all of the ZDP Shares have been redeemed
in full. The Directors' remuneration will however continue to accrue from 30
April 2002 until such time as it may become payable.
The Directors would seek to ensure that the Company's ZDP Shares remain listed
on the Official List of the UKLA and traded on the London Stock Exchange. This
may provide a market, albeit potentially illiquid, for the realisation of that
part of a ZDP Shareholder's holding which is not redeemed in May 2002. However,
the rules of the UKLA require a company to maintain an adequate spread of
investment risk and as the remaining Income Portfolio is realised this spread
of risk will be reduced. In order to ensure, so far as is practicable, that the
ZDP Shares remain suitable for listing on the Official List of the UKLA, the
Director may consider re-investing the proceeds of realisation of the income
portfolio in either gilts or short term government bonds in between redemption
payments.
If passed, the special resolution to be proposed at the Extraordinary General
Meeting will also authorise the Company to make market purchases of the
remaining ZDP Shares at the discretion of the Directors. The Directors will
exercise this discretion to ensure the interests of the remaining ZDP
Shareholders are not prejudiced by such market purchases of ZDP Shares.
Option B - Members' voluntary liquidation
ZDP Shareholders should be aware that if the Proposals are not approved, the
Group will be placed into a members' voluntary liquidation as soon as
practicable thereafter. The Board would then appoint a liquidator who would
seek to realise the remaining assets of the Group and, so far as he is able to
do so, distribute the proceeds of such realisations up to the level of the
accrued ZDP Share entitlement as at the date on which the Company was placed
into liquidation. The Board believes that this could potentially result in a
lower realisation value being achieved for the remaining Income Portfolio than
if the Proposals for a controlled realisation are approved and implemented by
the Board and the manager.
The Company's ZDP Shares would be suspended from admission to the Official List
of the UKLA and cease to trade on the London Stock Exchange.
Given the illiquid nature of the remaining income portfolio, the Board
anticipates that the timetable for the distribution of the Company's assets to
ZDP Shareholders under a members' voluntary liquidation would be broadly
similar to that under the Proposals.
Benefits of the Proposals
The Board believes that the benefits of the Proposals to ZDP Shareholders are
that they will:
a. facilitate the redemption of the highest proportion of each ZDP
Shareholder's holding which is achievable in May 2002;
b. provide for the capital entitlement of those ZDP Shares which are not
redeemed to continue to accrue at a daily rate equivalent to 9.56 per cent.
per annum;
c. allow the remaining income portfolio to be realised in a controlled manner
for the benefit of ZDP Shareholders;
d. maintain the listing of the remaining ZDP Shares on the London Stock
Exchange, thereby potentially enabling ZDP Shareholders to dispose of part
or all of their holding in the stock market; and
e. require the Company to continue to comply with the rules of the UKLA,
thereby requiring a greater level of disclosure of information to ZDP
Shareholders regarding the disposal of the income portfolio than would be
the case under a members' voluntary liquidation.
The Board believes that the benefits outlined in paragraphs (b) to (e) may not
be available should the Proposals not be approved and the Company be placed
into members' voluntary liquidation.
Risk factors
Future distributions
The ability of the Group to realise investments from the residual income
portfolio prior to April 2004 at prices close to the quoted bid-market price
may be limited as a result of weak demand and/or low liquidity. In such an
event there may be insufficient assets to repay all of the increased capital
entitlement attributable to the remaining ZDP Shares. Weak demand and liquidity
constraints may also affect ZDP Shareholders who wish to dispose of a holding
of ZDP Shares in the stock market, other than in small amounts.
Taxation
Any change in the Group's tax status or in taxation legislation or accounting
practice could affect the value of the investments held by the Group, the
Group's ability to provide returns to ZDP Shareholders or alter the post-tax
returns to such Shareholders. Statements concerning the taxation of investors
in ZDP Shares are based upon current law and practice which is in principle
subject to change and the specific tax treatment for individual investors
depends on their circumstances. ZDP Shareholders who are in any way uncertain
as to the effect that the Proposals may have on their tax position are strongly
recommended to consult an independent financial adviser.
Investment in other investment funds
Following the expected redemption of 78.4 per cent. of the ZDP Shares in issue,
the residual investments held by the Group will be invested in currently high
yielding securities of other investment funds. Many of the shares of these
investment funds are geared by loan facilities that rank ahead of the relevant
shares both for payment of interest and return of capital. The net asset value
of such shares tends to be highly geared to the underlying investment
performance of the relevant fund. These shares represent a relatively high
investment risk as to their capital return owing, principally, to the gearing.
The investment funds in which the Group invests may be invested in part in high
yielding shares of other such funds. Investment by the Group in investment
funds which themselves have cross holdings in the same split capital or high
income investment funds may be considered to give rise to a systemic risk
should there be failures within the sector.
Change of accounting policy
The Board proposes to amend the Group's accounting policy and charge all
expenses, in full, to the revenue account in order to maximise the capital
assets available for distribution to the ZDP Shareholders.
Change of name
The Directors propose that, in order to more accurately reflect the ongoing
nature of the Group, the names of Gartmore Monthly and GMIT Securities should
be changed to Gartmore Distribution Trust PLC and GDT Securities PLC
respectively. Consequently, the special resolution to be proposed at the EGM
proposes that the Company's name be changed to 'GDT Securities PLC'.
Timetable
The Extraordinary General Meeting of GMIT Securities, at which approval will be
sought for the Proposals, has been convened for 10.30am on 13 May 2002. The
Separate General Meeting of ZDP Shareholders is to be held immediately
afterwards.
If a quorum is not present at the Separate General Meeting it will stand
adjourned until 11.00am (or so soon thereafter as the Extraordinary General
Meeting shall finish) on the same day.
It is anticipated that the initial redemption distribution will be made to ZDP
Shareholders on or around 17 May 2002.
Recommendation
The Directors, who have been advised by Hoare Govett, consider that the
Proposals are in the best interests of the Shareholders of the Company taken as
a whole. In providing its advice Hoare Govett has relied upon the Directors'
commercial assessment of the Proposals.
Accordingly the Board unanimously recommends Shareholders to vote in favour of
the resolutions to be proposed at the Meetings. The Directors, who own 5,632
ZDP Shares in aggregate, intend to vote all such shares in favour of the
Proposals.
Enquiries:
Roger Wood 020 7782 2000
Chairman
Vivien Gould 020 7782 2000
Gartmore Investment Limited
Ian Williams 07939 543587
Lansons
Bob Cowdell/Ian Davis 020 7678 8000
Hoare Govett Limited
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