TIDMFUS
RNS Number : 6470K
F&C UK Select Trust PLC
22 April 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO
THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
22 April 2010
F&C UK Select Trust PLC
RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION AND WINDING UP OF THE COMPANY
Introduction
The Board announces proposals for a reconstruction and winding up of the
Company. Under the Proposals, Shareholders will have a choice of:
· electing to receive cash in respect of their investment in their
Company at a value close to the net asset value per Share;
· rolling over their investment in the Company, in a cost-effective
and tax-efficient manner, into F&C UK Opportunities Fund, an open-ended fund
managed by Phil Doel (the Company's fund manager) in substantially the same
manner as he manages the Company; or
· a combination of the above as suits their personal requirements.
Shareholders who do not make a valid Election for the purposes of the Proposals,
and Overseas Holders, will be deemed to have elected for the Cash Option.
To be effective, the Proposals will require, amongst other things, Shareholder
approval at two general meetings of the Company. It is expected that a
circular, which will contain full details of the Proposals and convene the
annual general meeting of the Company and a further general meeting of the
Company at which resolutions will be proposed to approve and implement the
Proposals, will be published and sent to Shareholders during the week commencing
26 April 2010.
Background to the Proposals
In 2007, the Board gave a commitment that, if the NAV total return per Share did
not outperform the FTSE All Share Index on a total return basis over the two
year period to 31 December 2009, the Board would propose a reconstruction of the
Company which would allow Shareholders to elect for a full cash exit in 2010 at
close to NAV.
The Company performed strongly in 2009, achieving a NAV total return per Share
of 52.5 per cent. before accruing any costs in respect of the proposed
liquidation of the Company, which compares with the total return on the FTSE All
Share Index in 2009 of 30.1 per cent. Unfortunately that performance was not
good enough to overcome the underperformance in 2008, with the NAV total return
per Share over the two year period to 31 December 2009 being -12.3 per cent.
This was 3.5 percentage points below the total return on the FTSE All Share
Index over the same period. Accordingly, in line with its commitment in 2007,
the Board is proposing a reconstruction of the Company in which one of the
options for Shareholders is to elect for a full cash exit at close to NAV.
Overview of the Proposals
Choices Available to Shareholders
The Proposals will involve a members' voluntary liquidation of the Company under
which Shareholders will be able to choose one or a combination of the following
options:
· to realise all or part of their investment in the Company for cash
(the "Cash Option"); and/or
· to roll-over all or part of their investment in the Company into
shares in UKOF, an existing sub-fund of a UK authorised open-ended investment
company with variable capital managed by Phil Doel (the Company's fund manager)
in substantially the same manner as he manages the Company (the "UKOF Option").
Shareholders can make different Elections in respect of different parts of their
holdings. No initial (sales) charge will be levied on the issue of UKOF Shares
pursuant to the Scheme.
Shareholders (other than Overseas Holders) who do not make a valid Election
under the Scheme will be deemed to have elected for cash. Overseas Holders will
also be deemed to have elected for cash.
Implementation of the Scheme
The Proposals involve a scheme of reconstruction of the Company under section
110 of the Insolvency Act 1986. As part of the reconstruction of the Company,
it is necessary to reorganise its share capital. Accordingly, subject to the
passing of the relevant special resolution the AGM the Shares will be
reclassified into Shares with "Cash" rights and Shares with "UKOF" rights
according to the Elections made by Shareholders.
On the Calculation Date, the Board and the Investment Manager, in consultation
with the Liquidators, will calculate the proportion of the Company's
undertaking, cash and other assets needed (after taking into account the F&C
Cost Contribution) to meet the outstanding liabilities and contingent
liabilities of the Company and will transfer such amount (together with an
amount in respect of unknown liabilities) to the Liquidation Fund. Following
the determination of the amounts required to meet such liabilities of the
Company, the Board and the Investment Manager, in consultation with the
Liquidators, will calculate the LAV of the Company (being the amount per Share
representing all of the Company's undertaking, cash and other assets less the
value of the Liquidation Fund).
Following the appropriation to the Liquidation Fund, there shall be appropriated
to the Cash Fund such of the undertaking, cash and other assets of the Company
as equals the number of Shares with "Cash" rights multiplied by the LAV per
Share. The Cash Fund will represent the entitlements of such Shareholders
electing for the Cash Option under the Proposals and, subject to certain
conditions, including the passing of the special resolutions to be proposed at
the General Meetings, will be paid out in cash to such Shareholders following
the Effective Date. Entitlements to cash under the Cash Option will be rounded
down to the nearest whole pence.
The remaining undertaking, cash, and other assets after the appropriation to
each of the Liquidation Fund and the Cash Fund shall be appropriated to the UKOF
Fund and shall be equal to the number of Shares with "UKOF" rights multiplied by
the LAV per Share. The UKOF Fund will represent the entitlements of
Shareholders electing for the UKOF Option under the Scheme and, subject to
certain conditions, including the passing of the special resolutions to be
proposed at the General Meetings, will be transferred to the Depositary for the
account of UKOF under the Transfer Agreement in consideration for the issue of
the relevant number of UKOF Shares to such Shareholders. Fractional
entitlements to UKOF Shares will be issued under the Scheme and entitlements
will be rounded up to the nearest one hundredth of an UKOF Share.
It is intended that every holding of an investment by the Company remaining
after the appropriation to the Liquidation Fund, including holdings of cash and
other assets, shall be appropriated between the Cash Fund and the UKOF Fund in
such proportions as reflect the Elections made for the Cash Option and the UKOF
Option respectively to the fullest extent practicable provided that the Board
reserves the right, exercisable at its discretion, to appropriate the Company's
investment holdings to the Funds in any other manner it sees fit. Each of the
Funds will be managed separately between the Calculation Date and the Effective
Date.
To the extent that any part of the Liquidation Fund is not subsequently required
to discharge the Company's liabilities, it will be distributed to Shareholders
on the Company's register of members at the Record Date (by cheque, irrespective
of whether the relevant Shareholders held their Shares in certificated or
uncertificated form), pro rata to their respective holdings, as one or more cash
liquidation distributions, provided that, in cases where the amount so payable
to any Shareholder is less than GBP5.00, or the aggregate value of the assets in
the Liquidation Fund which are not required is less than GBP5,000, such amounts
shall be donated to Research Autism (charity number: 1096508 in England and
Wales).
Caithness Petroleum Limited
The Company invested in Caithness Petroleum Limited, an oil and gas exploration
and production company, in July 2007. Caithness is not listed on the London
Stock Exchange and is the Company's only unquoted investment. In July 2009, the
Company revalued its investment in Caithness to GBP34.34 per share. The
Company's investment in Caithness is still valued at GBP34.34 per share, and
GBP3.0 million in aggregate, amounting to 6.5 per cent. of the Company's net
asset value as at 20 April 2010.
In view of the Board's commitment to provide Shareholders with the opportunity
of a full cash exit at close to net asset value, the Company is disposing of its
entire shareholding in Caithness. Caithness's articles of association require a
selling shareholder first to offer its shares to Caithness's other shareholders
in a pre-emptive offer round process. The Company has commenced (but not
completed) that pre-emptive offer round, offering its Caithness shares at
GBP34.34 per share.
In addition, the Company has entered into an agreement with Friends Provident
Pensions Limited pursuant to which Friends Provident Pensions Limited has agreed
to acquire the Caithness shares which the Company retains following the
conclusion of the pre-emptive offer round process. Friends Provident Pensions
Limited will acquire each such Caithness share for GBP34.34. By entering into
the Caithness Sale Agreement, the Company has been able to provide certainty of
a full cash exit at close to net asset value for those Shareholders who wish to
realise their investment in the Company and the Directors believe that a price
of GBP34.34 per Caithness share represents an appropriate valuation of the
Caithness Holding, having received advice in support of this valuation from the
Investment Manager.
The Caithness Sale Agreement is not conditional on the Proposals being approved
by Shareholders and the Scheme becoming effective. Accordingly, if the
Proposals are not approved by Shareholders and the Scheme does not become
effective and the Company continues in its current form, it will no longer have
an investment in Caithness.
Benefits of the Proposals
The Directors believe that the Proposals are in the best interests of
Shareholders as a whole because:
· as illustrated in the section "Illustrative Financial Effects of the
Proposals" below, the Proposals offer all Shareholders a full cash exit at close
to the NAV per Share;
· the Proposals provide greater choice than if the Company were simply
to be wound up as they allow Shareholders, as an alternative to receiving cash,
to elect to receive shares in a fund with a similar investment objective and
policy, and the same fund manager, as the Company at a value which is close to
the NAV per Share;
· those Shareholders who elect for the UKOF Option will be able to
avoid the initial (sales) charge usually associated with purchasing UKOF Shares;
· those Shareholders who may be subject to UK capital gains tax or
corporation tax on gains on their investment in the Company should be able to
roll-over their investment into UKOF Shares without crystallising an immediate
charge to UK capital gains tax or corporation tax on gains;
· UKOF is also currently an investor in Caithness so those
Shareholders who elect for the UKOF Option will continue to have an investment
exposure to Caithness;
· the Company's costs of implementing the Proposals are relatively low
and are currently estimated to amount to approximately 1.0 per cent. of the
Company's NAV; and
· the Company's costs of implementing the Proposals will be reduced by
the F&C Cost Contribution, with such contribution being for the benefit of all
Shareholders irrespective of the Elections they make.
Information on UKOF
F&C UK Opportunities Fund is an existing sub-fund of F&C Investment Funds ICVC,
a UK authorised open-ended investment company with variable capital.
The investment objective of UKOF is to achieve long-term capital growth by
investing in a concentrated portfolio of UK equities and equity related
securities with no sector or benchmark constraints. UKOF's portfolio is managed
by Phil Doel in a similar manner as he has managed the Company's portfolio since
December 2006. Accordingly, as with the Company's portfolio, UKOF's portfolio
contains 25 high conviction ideas, with the individual positions being broadly
equally weighted (the initial weighting for a holding is typically 4 per cent.
of the total portfolio and, thereafter, it is typically maintained at between
3-5 per cent.) and a strict rebalancing range being enforced (meaning that
positions are trimmed back or sold to lock in profits or topped up or sold when
they are underperforming).
The performance of UKOF, and, for comparison purposes, the Company, the FTSE All
Share Index and the IMA UK All Companies Sector median, to 19 April 2010 (the
latest practicable date prior to this announcement) is set out in the table
below.
+-----------+--------+--------+--------+--------+
| | 6 | 1 Year | 3 | Since |
| | Months | | Years | 30 |
| | | | | Dec. |
| | | | | 2005 |
+-----------+--------+--------+--------+--------+
| UKOF | 11.0% | 42.9% | -14.0% | 2.9% |
+-----------+--------+--------+--------+--------+
| The | 12.0% | 57.2% | -7.6% | 12.5% |
| Company | | | | |
+-----------+--------+--------+--------+--------+
| FTSE | 10.1% | 45.6% | -1.6% | 20.7% |
| All | | | | |
| Share | | | | |
| Index | | | | |
+-----------+--------+--------+--------+--------+
| IMA UK | 9.1% | 43.3% | -5.1% | 14.9% |
| All | | | | |
| Companies | | | | |
| median | | | | |
+-----------+--------+--------+--------+--------+
Sources: Lipper, F&C Investment Business Limited and Datastream
Notes: UKOF was launched on 30 December 2005. The performance figures are shown
in Sterling on a mid-to-mid basis (save for the Company which is on a bid-to-bid
basis), inclusive of net reinvested income and net of the annual management
charge and all other fund expenses to 19 April 2010. The figures do not reflect
the initial (sales) charge normally paid by individual investors in UKOF. Past
performance is not a guide to future returns.
Interim Dividends
The Company has declared an interim dividend in respect of the 2009 financial
year of 0.5p per Share and a further interim dividend in respect of the period
from 1 January 2010 to the date upon which the Scheme is expected to become
effective of 0.7p per Share. Both interim dividends will be paid on 7 May 2010
to those Shareholders on the Company's register of members on 30 April 2010.
No dividends will be payable on the Reclassified Shares.
Costs of Implementing the Proposals and the F&C Cost Contribution
The Investment Manager has agreed to waive any entitlement to compensation on
the termination of the Investment Management Agreement upon the Scheme becoming
effective and to make a contribution to the Company's costs of implementing the
Proposals.
The Company's costs in connection with the Proposals, including financial, legal
and tax advice, are not expected to exceed GBP470,000 (inclusive of any
irrecoverable VAT), representing approximately 1.0 per cent. of the Company's
net asset value as at 20 April 2010.
The Investment Manager will make a contribution to the costs incurred by the
Company of an amount equal to 0.75 per cent. of the value of the UKOF Fund on
the date on which it is created (this is equivalent to six months' fees payable
by UKOF to its manager in respect of the UKOF Shares issued pursuant to the
Scheme). By way of illustration, had the UKOF Fund been created on 20 April
2010, for every 1 per cent. of the Company's issued share capital (excluding
treasury shares) electing for the UKOF Option, the F&C Cost Contribution would
have been GBP3,472, equal to approximately 0.7 per cent. of the costs and
expenses the Company is expected to incur in connection with the Proposals. The
F&C Cost Contribution will be paid into the Liquidation Fund.
To the extent that the Company's costs and expenses in connection with the
Proposals exceed the amount of the F&C Cost Contribution, such costs and
expenses will be borne by Shareholders pro rata to their respective holdings and
an amount equal to such costs and expenses will be included in the Liquidation
Fund.
If the Scheme does not become effective, the Company would incur abort costs
estimated at approximately GBP250,000 (inclusive of any irrecoverable VAT).
Illustrative Financial Effects of the Proposals
The LAV per Share will be calculated as at the Calculation Date and will be
lower than the NAV per Share because of the Company's costs of implementing the
Proposals (net of the F&C Cost Contribution) and the Liquidators' retention to
provide for unknown and unascertained liabilities.
Had the Proposals been implemented on 20 April 2010, the Directors estimate that
the LAV per Share would have been 92.6p, equivalent to 98.8 per cent. of the NAV
per Share at that date. This estimate (which excludes any F&C Cost
Contribution) is based on the following assumptions:
· the Company's total costs in implementing the Proposals are
GBP470,000; and
· the retention proposed by the Liquidators to cover unknown or
unascertained liabilities is GBP90,000.
The above figure is for illustrative purposes only and does not represent a
forecast under the Proposals. The LAV may change materially up to the
Calculation Date and between the Calculation Date and the Effective Date as a
result of, inter alia, changes in the value of the Company's investments.
Furthermore, as it is intended that any undertaking or other assets appropriated
to the Cash Fund will be realised between the Calculation Date and the Effective
Date, the LAV of a Share with "Cash" rights and the LAV of a Share with "UKOF"
rights may diverge over that period and such divergence may be substantial.
Conditions of the Proposals
Implementation of the Scheme is conditional on a number of conditions, including
the passing of the special resolutions at the General Meetings. If any
condition to the Scheme is not satisfied, the Scheme will not be implemented and
the Company will remain in existence.
Circular to Shareholders
The Board expects to post a circular to Shareholders during the week commencing
26 April 2010, which will contain details of the Proposals and include the
notices convening the AGM and the Second GM at which the resolutions required to
approve the Proposals will be proposed.
Enquiries
+---------------+------------+---------------+
| Geoffrey | F&C UK | T: |
| Maddrell | Select | 07808 713 869 |
| | Trust | |
| | plc | |
+---------------+------------+---------------+
| Sue | Canaccord | T: 020 |
| Inglis/Gordon | Adams | 7050 |
| Neilly | Limited | 6779/020 |
| | | 7050 6778 |
+---------------+------------+---------------+
| Mike | F&C | T: |
| Woodward | Asset | 0207 628 8000 |
| | Management | |
| | plc | |
+---------------+------------+---------------+
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise
+----------------+----------------+
| "AGM" | the |
| | 2010 |
| | annual |
| | general |
| | meeting |
| | of the |
| | Company |
| | or any |
| | adjournment |
| | of that |
| | meeting |
+----------------+----------------+
| "Board" | the |
| or | directors |
| "Directors" | of the |
| | Company |
+----------------+----------------+
| "Caithness" | Caithness |
| | Petroleum |
| | Limited, |
| | a company |
| | incorporated |
| | in England |
| | and Wales |
| | with |
| | registered |
| | number |
| | 06768305 and |
| | having its |
| | registered |
| | office at |
| | Clarebell |
| | House, 5-6 |
| | Cork Street, |
| | London W1S |
| | 3NX |
+----------------+----------------+
| "Caithness | the |
| Holding" | 87,165 |
| | ordinary |
| | shares |
| | of 10p |
| | each in |
| | the |
| | capital |
| | of |
| | Caithness |
| | held on |
| | behalf of |
| | the |
| | Company |
+----------------+----------------+
| "Caithness | the |
| Sale | agreement |
| Agreement" | entered |
| | into on |
| | 16 April |
| | 2010 |
| | between |
| | the |
| | Company |
| | and |
| | Friends |
| | Provident |
| | Pensions |
| | Limited |
| | pursuant |
| | to which |
| | Friends |
| | Provident |
| | Pensions |
| | Limited |
| | agrees to |
| | acquire |
| | the |
| | Caithness |
| | Holding |
| | at a |
| | price of |
| | GBP34.34 |
| | per |
| | Caithness |
| | share |
+----------------+----------------+
| "Calculation | the |
| Date" | time |
| | and |
| | date |
| | to be |
| | determined |
| | by the |
| | Directors |
| | at which |
| | the value |
| | of the |
| | Company's |
| | assets |
| | will be |
| | calculated |
| | for the |
| | purposes |
| | of the |
| | Proposals |
+----------------+----------------+
| "Cash | the |
| Fund" | pool |
| | of |
| | assets |
| | to be |
| | established |
| | under the |
| | Scheme and |
| | to be held |
| | and managed |
| | in |
| | accordance |
| | with the |
| | Scheme for |
| | the purpose |
| | of meeting |
| | Elections |
| | by |
| | Shareholders |
| | for the Cash |
| | Option |
+----------------+----------------+
| "Cash | the |
| Option" | option |
| | for |
| | Shareholders |
| | to receive |
| | cash in |
| | respect of |
| | some or all |
| | of their |
| | holding of |
| | Shares under |
| | the Scheme |
+----------------+----------------+
| "Company" | F&C UK |
| | Select |
| | Trust |
| | plc, a |
| | company |
| | incorporated |
| | in Scotland |
| | with |
| | registered |
| | number |
| | SC143888 and |
| | having its |
| | registered |
| | office at 80 |
| | George |
| | Street, |
| | Edinburgh |
| | EH2 3BU |
+----------------+----------------+
| "Depositary" | J.P. |
| | Morgan |
| | Trustee |
| | and |
| | Depositary |
| | Company |
| | Limited, |
| | the |
| | depositary |
| | of ICVC |
+----------------+----------------+
| "Effective | the |
| Date" | date |
| | on |
| | which |
| | the |
| | Scheme |
| | becomes |
| | effective |
+----------------+----------------+
| "Election" | an |
| | election |
| | under |
| | the |
| | Scheme |
| | for the |
| | Cash |
| | Option, |
| | the UKOF |
| | Option |
| | or a |
| | combination |
| | of those |
| | options, as |
| | the case |
| | may be |
| | (including, |
| | where |
| | relevant, a |
| | deemed |
| | election) |
+----------------+----------------+
| "F&C | the |
| Cost | contribution |
| Contribution" | to be made |
| | by the |
| | Investment |
| | Manager |
| | pursuant to |
| | the |
| | Company's |
| | costs and |
| | expenses in |
| | connection |
| | with |
| | implementing |
| | the |
| | Proposals, |
| | being an |
| | amount equal |
| | to 0.75 per |
| | cent. of the |
| | value of the |
| | UKOF Fund on |
| | the |
| | Calculation |
| | Date |
+----------------+----------------+
| "Funds" | the |
| | Liquidation |
| | Fund, the |
| | Cash Fund |
| | and/or the |
| | UKOF Fund, |
| | as the |
| | context |
| | requires |
+----------------+----------------+
| "General | the |
| Meetings" | AGM |
| | and/or |
| | the |
| | Second |
| | GM, as |
| | the |
| | context |
| | requires |
+----------------+----------------+
| "ICVC" | F&C |
| | Investment |
| | Funds |
| | ICVC, a UK |
| | authorised |
| | open ended |
| | investment |
| | company |
| | with |
| | variable |
| | capital |
+----------------+----------------+
| "IMA" | Investment |
| | Management |
| | Association |
+----------------+----------------+
| "Investment | F&C |
| Manager" | Investment |
| | Business |
| | Limited, a |
| | company |
| | incorporated |
| | in Scotland |
| | with |
| | registered |
| | number |
| | SC151198 and |
| | having its |
| | registered |
| | office at 80 |
| | George |
| | Street, |
| | Edinburgh |
| | EH2 3BU |
+----------------+----------------+
| "Investment | the |
| Management | existing |
| Agreement" | management |
| | agreement |
| | between |
| | the |
| | Investment |
| | Manager |
| | and the |
| | Company |
| | dated 14 |
| | December |
| | 2006 and |
| | 19 January |
| | 2007 |
+----------------+----------------+
| "LAV" | the |
| or | net |
| "liquidation | asset |
| asset value" | value |
| | of the |
| | Company's |
| | undertaking, |
| | cash and |
| | other assets |
| | (calculated |
| | in |
| | accordance |
| | with the |
| | Scheme) on |
| | the |
| | Calculation |
| | Date after |
| | deducting |
| | the value of |
| | the |
| | undertaking, |
| | cash and |
| | other assets |
| | of the |
| | Company |
| | comprising |
| | the |
| | Liquidation |
| | Fund |
+----------------+----------------+
| "LAV | liquidation |
| per | asset value |
| Share" | divided by |
| | the number |
| | of |
| | Reclassified |
| | Shares |
| | expressed in |
| | pence |
+----------------+----------------+
| "Liquidation | the |
| Fund" | liquidation |
| | fund to be |
| | established |
| | by the |
| | Liquidators, |
| | as described |
| | under the |
| | heading |
| | "Overview of |
| | the |
| | Proposals" |
| | in this |
| | announcement |
+----------------+----------------+
| "Liquidators" | the |
| | liquidators |
| | of the |
| | Company |
| | being, |
| | initially, |
| | the persons |
| | appointed |
| | jointly and |
| | severally |
| | upon the |
| | resolution |
| | to be |
| | proposed at |
| | the Second |
| | GM becoming |
| | effective |
+----------------+----------------+
| "London | London |
| Stock | Stock |
| Exchange" | Exchange |
| | plc |
+----------------+----------------+
| "NAV" | net |
| | asset |
| | value |
+----------------+----------------+
| "Official | the |
| List" | Official |
| | List of |
| | the UK |
| | Listing |
| | Authority |
+----------------+----------------+
| "Overseas | Shareholders |
| Holders" | who have a |
| | registered |
| | address |
| | outside the |
| | United |
| | Kingdom, or |
| | who are |
| | resident in, |
| | or citizens, |
| | residents or |
| | nationals |
| | of, |
| | jurisdictions |
| | outside the |
| | United |
| | Kingdom |
+----------------+----------------+
| "Proposals" | the |
| | proposals |
| | for the |
| | reconstruction |
| | and voluntary |
| | liquidation of |
| | the Company |
| | described in |
| | this |
| | announcement |
| | (including the |
| | Scheme) |
+----------------+----------------+
| "Reclassified | the |
| Shares" | Shares |
| | with |
| | "Cash" |
| | rights |
| | and |
| | the |
| | Shares |
| | with |
| | "UKOF" |
| | rights |
| | pursuant |
| | to |
| | Elections |
| | made |
| | under the |
| | Scheme |
+----------------+----------------+
| "Record | the |
| Date" | record |
| | date |
| | for |
| | determining |
| | Shareholders' |
| | entitlements |
| | under the |
| | Proposals |
+----------------+----------------+
| "Scheme" | the |
| | scheme |
| | of |
| | reconstruction |
| | of the Company |
| | under section |
| | 110 of the |
| | Insolvency Act |
| | 1986 referred |
| | to in this |
| | announcement |
+----------------+----------------+
| "Second | the |
| GM" | general |
| | meeting |
| | of the |
| | Company |
| | to |
| | approve |
| | the |
| | Company |
| | going |
| | into |
| | voluntary |
| | liquidation |
| | or any |
| | adjournment |
| | of that |
| | meeting |
+----------------+----------------+
| "Shareholders" | holders |
| | of |
| | Shares |
+----------------+----------------+
| "Shares" | ordinary |
| | shares |
| | of 1p |
| | each in |
| | the |
| | capital |
| | of the |
| | Company |
+----------------+----------------+
| "Transfer | the |
| Agreement" | agreement |
| | to be |
| | entered |
| | into on |
| | or about |
| | the |
| | Effective |
| | Date |
| | among the |
| | Company, |
| | the |
| | Liquidators |
| | (in their |
| | personal |
| | capacity |
| | and on |
| | behalf of |
| | the |
| | Company), |
| | ICVC, the |
| | Depositary |
| | and F&C |
| | Fund |
| | Management |
| | Limited (in |
| | its |
| | capacity as |
| | the |
| | authorised |
| | corporate |
| | director of |
| | UKOF) |
| | providing, |
| | inter alia, |
| | for the |
| | transfer of |
| | UKOF Fund |
| | from the |
| | Company to |
| | the |
| | Depositary |
| | for the |
| | account of |
| | UKOF in |
| | consideration |
| | for the issue |
| | of UKOF |
| | Shares |
+----------------+----------------+
| "UK | the |
| Listing | Financial |
| Authority" | Services |
| | Authority |
| | acting in |
| | its |
| | capacity |
| | as the |
| | competent |
| | authority |
| | for |
| | listing |
| | pursuant |
| | to Part |
| | VI of the |
| | Financial |
| | Services |
| | and |
| | Markets |
| | Act 2000 |
+----------------+----------------+
| "UKOF" | F&C UK |
| | Opportunities |
| | Fund, a |
| | sub-fund of |
| | ICVC |
+----------------+----------------+
| "UKOF | the |
| Fund" | pool |
| | of |
| | assets |
| | to be |
| | established |
| | under the |
| | Scheme to |
| | be |
| | transferred |
| | to the |
| | Depositary |
| | for the |
| | account of |
| | UKOF |
| | pursuant to |
| | the |
| | Transfer |
| | Agreement |
| | for the |
| | purpose of |
| | meeting |
| | Elections |
| | for UKOF |
| | Shares |
+----------------+----------------+
| "UKOF | the |
| Option" | option |
| | for |
| | Shareholders |
| | to receive |
| | UKOF Shares |
| | in respect |
| | of some or |
| | all of their |
| | holding of |
| | Shares under |
| | the Scheme |
+----------------+----------------+
| "UKOF | shares |
| Shares" | in |
| | UKOF |
+----------------+----------------+
Notes
This announcement does not contain all the information which will be contained
in the Circular and does not contain sufficient information for Shareholders to
make an informed election under the Proposals.
Canaccord Adams Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting for F&C UK Select Trust plc and
no-one else in connection with the Proposals and will not be responsible to
anyone other than F&C UK Select Trust plc for providing the protections afforded
to customers of Canaccord Adams Limited or for providing advice in relation to
the Proposals, the contents of this announcement or any other matter referred to
in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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