Proposed creation of distributable reserves
5 April 2018
UTILICO EMERGING MARKETS TRUST PLC
(LEI Number: 2138005TJMCWR2394O39)
Proposed creation of distributable reserves
The prospectus published by Utilico Emerging Markets Trust plc (the "Company") on 23 February 2018 (the "Prospectus") stated that, in order to create a distributable reserve for the Company which could be used in the future for the payment of dividends and/or the buy-back of shares, the Company intended to undertake a capital restructuring following its shares being admitted to trading.
Accordingly, the Company has today capitalised £500 million standing to the credit of the merger reserve which was created upon the implementation of the recent scheme of arrangement by Utilico Emerging Markets Limited and has applied this sum in paying up in full, at their nominal value of 1p each, 50,000 million Redeemable Deferred Shares. The Redeemable Deferred Shares have been allotted to Shareholders by way of a bonus issue in the proportion of 213.21176418 Redeemable Deferred Shares for every one Ordinary Share held as at 6.00 p.m. (London time) on 4 April 2018 (the "Bonus Issue").
The Redeemable Deferred Shares issued pursuant to the Bonus Issue entitle the relevant holders to a the payment of a fixed cumulative preferential dividend of 0.001 pence per Redeemable Deferred Share annually but do not otherwise entitle the holders to share in any profits of the Company and carry no right to attend, receive notice of or to vote at any general meeting of the Company.
In accordance with the Company's articles of association, the Company also gives notice that all of the Redeemable Deferred Shares issued pursuant to the Bonus Issue will be redeemed by the Company immediately following the release of this Announcement, in each case for one penny in respect of all the Redeemable Deferred Shares held by each holder. The Company is not obliged to, and shall not, account to any holder of the Redeemable Deferred Shares for the redemption monies arising in respect of the redemption of the Redeemable Deferred Shares. Upon their redemption, all of the Redeemable Deferred Shares will be cancelled.
Accordingly, and for the avoidance of any doubt, Shareholders will not receive any payments in connection with the Bonus Issue and the subsequent redemption of the Redeemable Deferred Shares.
As referred to above, the sole purpose of the Bonus Issue and the immediate redemption of the Redeemable Deferred Shares is to create a distributable reserve for the Company which could be used in the future for the payment of dividends and/or the buy-back of the Company's shares. The redemption and cancellation of the Redeemable Deferred Shares will give rise to a capital redemption reserve of £500 million and a special resolution to cancel the amount to standing to credit of the capital redemption reserve following the Bonus Issue and the redemption of the Redeemable Deferred Shares was approved on 14 February 2018. The cancellation of the capital redemption reserve, and the consequential creation of a new distributable reserve, is subject to the sanction of the High Court of England and Wales and the Company intends to apply for such sanction as soon as reasonably practicable following this Announcement.
Name of contact and telephone number for enquiries:
ICM Investment Management Limited +44(0)1372 271486
Charles Jillings / Alastair Moreton
Montfort Communications
Gay Collins, Mike Foster, Toto Reissland-Burghart +44(0)203 770 7905 / 7907
utilico@montfort.london
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