Recommended proposals for merger
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE
UNITED STATES OF AMERICA OR ANY JURISDICTION IN WHICH THE SAME COULD BE UNLAWFUL
OR TO US PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN
OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES
OF AMERICA.
EP GLOBAL OPPORTUNITIES TRUST PLC
4 February 2011
RECOMMENDED PROPOSALS FOR THE MERGER OF EP GLOBAL OPPORTUNITIES TRUST PLC AND
ANGLO & OVERSEAS PLC AND RELATED MATTERS
Introduction
The Board is pleased to announce that it has reached agreement in principle
with Anglo & Overseas Plc ("Anglo") in respect of a merger of the assets of the
two companies to be effected through a scheme of reconstruction and winding up
of Anglo (the "Proposals"). The Company announces that it has today published a
Prospectus and a Circular in connection with the recommended proposals for the
reconstruction and winding up of Anglo. The Circular and Prospectus and Anglo
Circular provide further details of the Proposals, which, inter alia, are
conditional on the approval by both Shareholders and Anglo Shareholders.
The Board believes that the Anglo Scheme represents an opportunity to:
* acquire a high quality investment portfolio which is complementary to the
Company's existing portfolio;
* increase the size of the Company significantly in a cost efficient manner;
* further increase the Company's market capitalisation, thereby enabling the
Company to attract a wider range of investors which, in turn, should
improve the liquidity in the Ordinary Shares; and
* reduce the Company's fixed operating costs as a percentage of Shareholders'
funds.
The Anglo Scheme
Pursuant to the terms of the Anglo Scheme, Anglo Shareholders may:
* elect to receive New Ordinary Shares to be issued by the Company (the
"Rollover Option");
* elect to receive cash in respect of their investment in Anglo (the "Cash
Option"); or
* elect for a combination of the above options.
Anglo Shareholders who do not make a valid election under the Scheme will be
deemed to have elected for the Rollover Option, other than Overseas Anglo
Shareholders who shall be deemed to have elected for the Cash Option.
The Anglo Scheme is subject to, amongst other things, the approval of Anglo
Shareholders and the approval of the Proposals by the Shareholders of the
Company.
If the Proposals are implemented, the Company will acquire that part of the
undertaking of Anglo which represents the interests of Anglo Shareholders who
elect, or are deemed to have elected, for New Ordinary Shares. The
consideration for such acquisition will be satisfied by the issue by the
Company of New Ordinary Shares to those Anglo Shareholders who elect, or are
deemed to have elected, for the Rollover Option.
The assets to be transferred to the Company will primarily comprise investments
in shares of publicly quoted companies worldwide, cash and near cash assets
which are in accordance with the Company's investment policy. As at 2 February
2011, Anglo had unaudited total assets of £87.2 million. Of those assets, 98.6
per cent. were invested in quoted securities and the balance was held in cash
and near-cash assets.
As at 2 February 2011, Anglo's portfolio comprised 40 investments with an
aggregate value, at their closing bid prices on that date, of £85.9 million.
Formula asset value, the Cash Option and the Rollover Option
The formula asset value of Anglo (which will determine Anglo Shareholders'
entitlements to both New Ordinary Shares and cash) will be equal to the net
asset value of Anglo as at the Calculation Date (which is expected to be close
of business on 7 March 2011) after providing for all of Anglo's liabilities
(including the costs incurred by Anglo in implementing the Proposals and the
contribution of up to £440,000 in respect of the Company's costs in
implementing the Proposals) other than the Anglo Management Agreement
Termination Costs and any stamp duty or stamp duty reserve tax payable on the
transfer of the assets comprising the Rollover Fund from Anglo to the Company
(the "Anglo FAV").
Following the calculation of the Anglo FAV, Anglo will allocate the Anglo FAV
between those Anglo Shareholders who have elected, or are deemed to have
elected, for the Cash Option and the Rollover Option respectively pro rata
according to such elections or deemed elections.
The Cash Option
The cash entitlement of Anglo Shareholders who elect, or are deemed to have
elected, for the Cash Option will be equal to that proportion of the Anglo FAV
which is attributable to such Anglo Shareholders less (i) the Anglo Management
Agreement Termination Costs; and (ii) an exit charge of 0.25 per cent. of the
proportion of the Anglo FAV which is attributable to those Anglo Shareholders
who have elected, or are deemed to have elected, for the Cash Option (the
"Anglo Cash Exit Charge").
The Rollover Option
The number of New Ordinary Shares to be issued to Anglo Shareholders who elect,
or are deemed to have elected, for the Rollover Option will be based on the
adjusted Net Asset Value of an Ordinary Share (the "FAV per Ordinary Share")
and the adjusted attributable Anglo FAV of an Anglo Share in respect of which
an election for the Rollover Option is made or deemed to have been made (the
"Rollover FAV per Anglo Share").
The Rollover FAV per Anglo Share will be equal to that proportion of the Anglo
FAV which is attributable to those Anglo Shareholders who have elected, or are
deemed to have elected, for the Rollover Option plus the Anglo Cash Exit Charge
less any stamp duty or stamp duty reserve tax payable on the transfer of the
assets comprising the Rollover Fund from Anglo to the Company divided by the
number of Anglo Shares in respect of which an election has been made, or is
deemed to have been made, for the Rollover Option.
The FAV per Ordinary Share and the Rollover FAV per Anglo Share will be
calculated using each company's respective accounting policies (which are
substantially similar). Investments which are listed, quoted or traded on a
recognised stock exchange will be valued by reference to the bid price on the
principal stock exchange where the relevant investment is listed, quoted or
dealt. Unquoted investments will be valued at their fair value as determined by
the Directors (in the case of investments held by the Company) or at their fair
value as determined by the Anglo directors (in the case of investments held by
Anglo).
The FAV per Ordinary Share will be the Net Asset Value of an Ordinary Share
adjusted to reflect the deduction in respect of the Interim Dividend (once
determined and declared and which Anglo Shareholders electing for the Rollover
Option will not receive in respect of their New Ordinary Shares) and the costs
and expenses of the Proposals to be borne by the Company to the extent (if any)
that these exceed the cost contribution and payment of stamp duty and/or stamp
duty reserve tax to be made by Anglo.
Anglo Shareholders electing, or deemed to have elected, for the Rollover Option
will be issued such number of New Ordinary Shares in the Company as have a
value (at the FAV per Ordinary Share) equal to the value (at the Rollover FAV
per Anglo Share) of their Anglo Shares so elected.
The issue price of the New Ordinary Shares, the number of New Ordinary Shares
to be issued pursuant to the Anglo Scheme, the FAV per Ordinary Share and the
Rollover FAV per Anglo Share will be announced through a Regulatory Information
Service as soon as practicable following the Calculation Date.
The New Ordinary Shares will rank equally in all respects with the existing
issued Ordinary Shares (save that the New Ordinary Shares will not qualify for
the Interim Dividend in respect of the year to 31 December 2010 expected to be
paid by the Company in March 2011).
For illustrative purposes only, had the Calculation Date been 2 February 2011
and assuming, inter alia, that elections for the Cash Option are made in
respect of 25 per cent. of the issued shares of Anglo, the FAV per Ordinary
Share and Rollover FAV per Anglo Share would have been 115.94p and 117.40p
respectively, and the Proposals would have resulted in the issue of 33,534,182
New Ordinary Shares to Anglo Shareholders, representing approximately 55.1 per
cent. of the issued Ordinary Share capital of the Enlarged Company (excluding
treasury shares). All of these calculations exclude the Interim Dividend and
any interim dividend which may be declared by Anglo, on, or prior to, the
Calculation Date.
Amendment to the investment management fee arrangements
As part of the Proposals Anglo will pay to the Investment Manager a termination
fee calculated at 0.5 per cent. of that part of the market capitalisation of
Anglo in respect of which Elections have been, or are deemed to have been, made
for the Cash Option plus £116,337 (to reflect the current annual administration
fee payable by Anglo to the Investment Manager). The Investment Manager has
agreed to reduce the fees payable by the Company following implementation of
the Proposals by a one-off amount equal to the termination payment it receives
from Anglo. For illustrative purposes only, based on, inter alia, the
assumption that Elections for the Rollover Option are made in respect of 75 per
cent. of the issued Anglo Shares and had the Calculation Date been 2 February
2011 this reduction in management fees would have amounted to approximately
£210,000.
Conditional on, and with effect from, the Proposals becoming effective, it is
proposed that the management fee arrangements which the Company has with the
Investment Manager be amended by reducing the amount of the management fee
payable in certain circumstances. Currently, the Investment Manager receives a
management fee equal to 0.75 per cent. per annum (payable quarterly in arrears)
of the average month-end market capitalisation of the issued ordinary shares
(excluding treasury shares) during the relevant calendar quarter. Subject to
the Proposals becoming effective, it is proposed that the management fee be
reduced to 0.65 per cent. per annum (payable quarterly in arrears) on that part
of the average month-end market capitalisation of the issued ordinary shares
(excluding treasury shares) during the relevant calendar quarter which exceeds
£100 million. The management fee which is payable in respect of the market
capitalisation of the issued ordinary shares (excluding treasury shares) up to
and including £100 million will remain unchanged at 0.75 per cent. per annum.
This proposed amendment does not affect the annual administration fee which is
payable by the Company to the Investment Manager.
Proposed Director
It is intended that Giles Weaver (a director of Anglo) will join the Board on
or around the Effective Date. Mr Weaver (aged 64) will be a non-executive
director and is independent of the Investment Manager.
Mr Weaver, a chartered accountant, is the senior independent director of Anglo
and is chairman of the audit committee of Anglo. He is chairman of Helical Bar
plc, Charter European Trust plc and Tamar European Industrial Fund Ltd and a
non-executive director of Aberdeen Asset Management plc as well as a number of
other investment companies. He was formerly executive chairman of Murray
Johnstone Limited. He was appointed a Director of Anglo on its launch on 21
June 2005.
Admission and dealings
Applications have been made to the UK Listing Authority for the New Ordinary
Shares to be admitted to the Official List with a Premium Listing and to the
London Stock Exchange for the New Ordinary Shares to be admitted to trading on
the Main Market. If the Anglo Scheme becomes effective, it is expected that the
New Ordinary Shares will be issued on 10 March 2011, credited as fully paid,
conditional upon admission to the Official List on 11 March 2011, and that the
first day of dealings in such shares on the Main Market will be 11 March 2011.
Costs and expenses of the Proposals
The aggregate costs and expenses to be incurred by the Company in connection
with the Proposals are estimated to be approximately £440,000, (including
irrecoverable VAT but excluding stamp duty and/or stamp duty reserve tax which
is payable on those assets to be transferred to the Company by Anglo). If the
Scheme becomes unconditional, Anglo will contribute up to £440,000 to the
Company to meet such costs and the stamp duty and/or stamp duty reserve tax
will also be borne by Anglo. If the Anglo Scheme does not become effective, the
Company will bear abort costs estimated at approximately £185,000 (including
irrecoverable VAT). Anglo will meet its own costs associated with the Proposals
(including certain fees payable on the early termination of the Anglo
Management Agreement).
General Meeting
A general meeting of the Company, at which the resolution required to enable
the Company to implement the Proposals will be proposed, has been convened for
12 noon on 3 March 2011 and will be held at the offices of Dickson Minto W.S.,,
16 Charlotte Square, Edinburgh EH2 4DF.
Conditions to implementation of the Proposals
The Proposals are conditional upon the:
* passing of the resolutions to approve the Anglo Scheme at the general
meetings of Anglo Shareholders and the Anglo Scheme becoming unconditional;
* passing of the Resolution, which includes the approval of the issue of the
New Ordinary Shares, at the General Meeting which has been convened for 3
March 2011; and
* admission of the New Ordinary Shares to the Official List with a Premium
Listing and to the Main Market.
If any of these conditions is not satisfied by 30 April 2011, no part of the
Proposals will become effective and no New Ordinary Shares will be issued.
Overseas investors
The ability for Anglo Shareholders with a registered address in New Zealand
("New Zealand Anglo Shareholders") to participate in the Rollover Option is
conditional on the Company being granted a specific exemption by the New
Zealand Securities Commission from certain provisions of the New Zealand
Securities Act 1978 and the Securities Regulations 2009. It is expected that
such exemption will be published in the New Zealand Gazette on 7 February 2011
(New Zealand time) at which time the exemption will become effective.
Notwithstanding any other provision of this document, until that exemption has
been published in the New Zealand Gazette, New Zealand Anglo Shareholders will
not be entitled to elect, nor be deemed to have elected, to receive New
Ordinary Shares and will instead be treated as Overseas Anglo Shareholders for
the purposes of the Scheme.
Expected timetable
2011
Interim Dividend declared 23 February
Latest time and date for Anglo Shareholders 5.00 p.m. on 1 March
to elect for the Cash Option under the Anglo
Scheme
First general meeting of Anglo 11.00 a.m. on 3 March
General Meeting of the Company 12 noon on 3 March
Record date for Interim Dividend 4 March
Calculation Date close of business on 7 March
Effective Date of the Anglo Scheme 10 March
Admission and dealings commence in New 8.00 a.m. on 11 March
Ordinary Shares and CREST accounts credited
in respect of New Ordinary Shares issued in
certificated form
Certificates despatched in respect of New Week commencing 14 March
Ordinary Shares issued in certificated form
Payment date for Interim Dividend 18 March
Notes:
1. The dates set out in the expected timetable above may be adjusted by the
Company, in which event details of the new dates will be notified to the UK
Listing Authority and the London Stock Exchange and an announcement will be
made through a Regulatory Information Service that is on the list of regulatory
information services maintained by the Financial Services Authority.
2. All references to time in this announcement are to London time.
Availability of the Circular and Prospectus
A copy of the Circular and the Prospectus will be available for inspection at
the National Storage Mechanism, which is located at www.hemscott.com/nsm.do.
Enquiries
Kenneth Greig Edinburgh Partners Limited 0131 270 3800
Notes
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by
the FSA, is acting for the Company and for no-one else in connection with the
Proposals, and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Dickson Minto W.S. or for
providing advice to any other person in relation to the Proposals or any other
matter referred to in this announcement.
This announcement is for information purposes only and does not purport to be
full or complete and any decision regarding the Proposals should be made only
on the basis of the Circular and the Prospectus.
This announcement does not constitute or form part of any offer to issue or
sell, or any solicitation of any offer to subscribe or purchase, any investment
in any jurisdiction, nor shall it (or the fact of its distribution) form the
basis of, or be relied on in connection with, any contract therefor.
The issue and the distribution of this announcement, the Circular and the
Prospectus in certain jurisdictions may be restricted by law and persons into
whose possession any document or other information referred to in this
announcement, the Circular or the Prospectus comes should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
Definitions
The definitions set out below apply in this announcement unless the context
otherwise requires.
"Admission" admission of the New Ordinary Shares to the Official List with
a Premium Listing and to trading on the Main Market
"Anglo" Anglo & Overseas Plc, a company incorporated in England and
Wales with registered number 5451176 whose registered office
is at 51 New North Road, Exeter, Devon EX4 4EP
"Anglo Circular" the circular sent to Anglo Shareholders dated 4 February 2011
containing details of the Anglo Scheme
"Anglo FAV" means the formula asset value of Anglo calculated as at the
Calculation Date in accordance with the Anglo Scheme
"Anglo the liquidators of Anglo to be appointed pursuant to a
Liquidators" resolution to be passed by the Anglo Shareholders at a general
meeting to be held on 10 March 2011
"Anglo the investment management agreement between Anglo and
Management Edinburgh Partners dated 23 June 2005
Agreement"
"Anglo the costs payable by Anglo as a result of the termination by
Management it of the Anglo Management Agreement
Agreement
Termination
Costs"
"Anglo holders of Anglo Shares
Shareholders"
"Anglo Shares" ordinary shares of 10p each in the capital of Anglo
"Board" or the directors of the Company
"Directors"
"Calculation the time and date on which the value of Anglo's assets and the
Date" Company's assets will be calculated for the purposes of the
Scheme and the Proposals (which is expected to be close of
business on 7 March 2011)
"Cash Option" the option for Anglo Shareholders to elect to receive cash in
respect of some or all of their holding of Anglo Shares under
the Anglo Scheme
"certificated" not in uncertificated form
or "in
certificated
form"
"Company" EP Global Opportunities Trust plc, a company incorporated in
Scotland with registered number SC259207 whose registered
office is at 12 Charlotte Square, Edinburgh EH2 4DJ
"CREST" The system for the paperless settlement of trades in
securities and the holding of uncertificated securities
operated by Euroclear UK & Ireland Limited in accordance with
the CREST Regulations
"CREST the Uncertificated Securities Regulations 2001 (SI 2001/3755)
Regulations" (as amended)
"EEA States" the member states of the European Economic Area
"Effective Date" the date on which the Anglo Scheme becomes effective (which is
expected to be 10 March 2011)
"Election" an election under the Anglo Scheme for the Cash Option or the
Rollover Option or a combination of these options, as the case
may be, in respect of Anglo Shares (including, where relevant,
a deemed election)
"FAV" the formula asset value of Anglo and the Company respectively
on the Calculation Date, calculated in accordance with the
Scheme
"General Meeting" the general meeting of the Company convened for 12 noon on 3
March 2011 or any adjournment of that meeting
"Interim the interim dividend in respect of the year to 31 December
Dividend" 2010 expected to be paid by the Company in March 2011
"Investment Edinburgh Partners Limited, 12 Charlotte Square, Edinburgh EH2
Manager", or 4DJ
"Edinburgh
Partners"
"Issue" the allotment and issue of New Ordinary Shares pursuant to the
Proposals
"London Stock London Stock Exchange plc
Exchange"
"Main Market" the London Stock Exchange's main market for listed securities
"NAV" or "Net in relation to a share, means its net asset value on the
Asset Value" relevant date calculated on the basis of the relevant
company's normal accounting policies
"New Ordinary new ordinary shares of 1p each in the capital of the Company
Shares"
"Official List" the official list of the UK Listing Authority
"Ordinary Shares" ordinary shares of 1p each in the capital of the Company
"Overseas Anglo Anglo Shareholders who have a registered address outside the
Shareholders" EEA States, the Channel Islands, the Isle of Man and New
Zealand or who are resident in, or citizens or nationals of,
jurisdictions outside the EEA States, the Channel Islands, the
Isle of Man and New Zealand
"Premium a listing on the premium segment of the Official List
Listing"
"Proposals" the proposals for (i) the issue of New Ordinary Shares
pursuant to the Anglo Scheme; (ii) the amendment to the
investment management fee arrangements with the Investment
Manager; (iii) the grant of an authority to purchase Ordinary
Shares; and (iv) all ancillary matters
"Proposed Christopher Giles Herron Weaver
Director"
"Prospectus" the prospectus published by the Company in connection with the
issue of the New Ordinary Shares and dated 4 February 2011
"Regulatory a regulatory information service that is on the list of
Information regulatory information services maintained by the Financial
Service" Services Authority
"Rollover Fund" the pool of assets to be established by Anglo under the Scheme
to be transferred to the Company pursuant to the Transfer
Agreement
"Rollover Option" the option for Anglo Shareholders to roll-over their
investment into the Company in accordance with the Scheme
"Scheme" or the scheme of reconstruction and voluntary winding up of Anglo
"Anglo Scheme" under section 110 of the Insolvency Act 1986
"Shareholders" holders of Ordinary Shares
"Transfer the agreement proposed to be entered into on or about the
Agreement" Effective Date among, inter alia, the Anglo Liquidators (in
their personal capacity and on behalf of Anglo) and the
Company
"UK" or "United the United Kingdom of Great Britain and Northern Ireland
Kingdom"
"UK Listing the Financial Services Authority acting in its capacity as the
Authority" competent authority for listing for the purposes of Part VI of
the Financial Services and Markets Act 2000 (as amended)
"uncertificated" recorded in the register of members of the Company as being in
or "in uncertificated form in CREST and title to which may be
uncertificated transferred by means of CREST
form"
"VAT" value added tax
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