TIDMHGPC

RNS Number : 0082D

Henderson Global Property Companies

15 March 2011

HENDERSON GLOBAL PROPERTY COMPANIES LIMITED

Recommended Proposals

The Board of Henderson Global property Companies Limited today announces recommended proposals for the reconstruction and voluntary winding-up of the Company.

Under the proposals, Shareholders can elect to:

- roll their investment over into shares (with subscription shares attached on a one for five basis) in Henderson International Income Trust plc ("HINT"), a newly-formed UK incorporated investment trust to be listed on the Official List, managed by Henderson Global Investors Limited;

- roll their investment over into Henderson Global Property Equities Fund ("GPEF"), a sub-fund of The Henderson Horizon Fund, an investment company with variable capital authorised under Part 1 of the Luxembourg law of 20 December 2002, managed by Henderson Global Investors Limited; and/or

- receive cash on the winding-up of the Company.

Shareholders who do not make an election will be deemed to have elected for HINT Shares.

Shareholders may elect for a mixture of the above options, as suits their personal investment requirements.

Full details of the proposals are set out in a Shareholder circular dated today incorporating notices of shareholder meetings necessary to implement them, and will shortly be posted to Shareholders together with personalised Forms of Election and a copy of the prospectuses for HINT and GPEF. Capitalised terms used in this announcement shall, unless the context requires otherwise, bear the meanings given to them in the Circular. The information in this announcement should be read in conjunction with the full text of the Circular. Copies of the Circular have been submitted to the National Storage mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

For further information, please contact:

Sara Bourne Company Secretary BNP Paribas Fund Services (Guernsey) Limited Telephone: 01481 750858

James de Sausmarez Director and Head of Investment Trusts Henderson Global Investors Telephone: 020 7818 3349

Sarah Gibbons-Cook Investor Relations and PR Manager Henderson Global Investors Telephone: 020 7818 3198

Paul Fincham or Jonathan Becher Matrix Corporate Capital LLP Telephone: 020 3206 7000

Recommended Proposals for the Reconstruction and Voluntary Winding-up of the Company

The Company announced on 16 December 2010 that at its annual general meeting held on the same date, the ordinary resolution for the continuation of the Company as a closed-ended investment company had been defeated. Accordingly, having considered the options available to the Company in consultation with the Company's advisers, the Directors are putting forward proposals to Shareholders for the reconstruction and voluntary winding-up of the Company which will enable Shareholders to roll over their investment into either of the Rollover Funds or to receive a cash alternative. Shareholders may elect for a mixture of these options to suit their personal requirements.

The purpose of this letter is to explain the Proposals, the actions required to be taken in order for them to be implemented and to convene meetings of Shareholders to approve the Proposals. Shareholders' approval is required under the provisions of the Law and the Articles to implement parts of the Proposals which will involve reclassification of the Company's existing Shares to give effect to the respective options that each Shareholder has elected for, the voluntary winding up of the Company and the appointment of the Liquidators. Shareholders' consent is also required under the Listing Rules to approve the cancellation of the listing of the Company's Shares.

The Proposals are inter-related and should be implemented as a package by voting in favour of the Resolutions at the Meetings. In the event that the Proposals are approved, the Company will be wound up voluntarily and the listing of the Shares on the Official List and admission to trading on the London Stock Exchange will be cancelled. If the Proposals are not approved by Shareholders, the Third GM will be held at which Shareholders will be able to vote on a resolution to proceed to a simple liquidation of the Company, which, if approved, will also result in the cancellation of the listing of the Shares on the Official List and admission to trading on the London Stock Exchange.

Shareholders (other than Overseas Holders) who make no valid Election will be deemed to have elected for the HINT Option, provided that Admission becomes effective by no later than 12 May 2011. In the event that Admission does not become so effective, all Shareholders who have elected for, or who are deemed to have elected for HINT Shares will, instead, be deemed to have elected for cash. Overseas Holders will receive cash only. By their nature, the Proposals are complex and, therefore, Shareholders are strongly advised to seek independent financial advice before making an Election.

The Options

Shareholders may elect, in accordance with their personal investment requirements, for any combination of the following options:

-- the default HINT Option - to receive ordinary shares in HINT (with subscription shares attached on a one for five basis), a newly-formed investment trust to be listed on the Official List and whose ordinary and subscription shares will be admitted to trading on the main market of the London Stock Exchange. The investment objective of HINT will be to generate a high and rising level of dividends as well as capital appreciation over the long term from a focused and internationally diversified portfolio of securities outside the UK. HINT will be managed by Henderson Global Investors Limited, the Company's existing investment manager. The issue of HINT Shares is subject to certain conditions including, among others, Admission becoming effective by 8.00 a.m. on 21 April 2011 (or such later date as HINT and Matrix may agree). In the event that Admission does not become effective, all Shareholders who have elected for, or who are deemed to have elected for HINT Shares will, instead, be deemed to have elected for cash; and/or

-- the GPEF Option - to receive class A shares in GPEF, a fund which aims to provide income and medium-level capital growth through exposure to property-related securities. GPEF is a sub-fund of The Henderson Horizon Fund, an FSA-recognised UCITS fund structured as a Luxembourg SICAV. Its shares have been granted "UK Distributing Fund" status by HMRC. The GPEF Shares are admitted to listing on the Luxembourg Stock Exchange; and/or

-- the Cash Option - to receive cash in the liquidation of the Company.

Overseas Holders

Overseas Holders should read the section headed "Overseas Holders" in Part IV of the Circular. Overseas Holders will not receive a Form of Election and will (unless the Directors determine otherwise) be deemed to have elected for the Cash Option and, accordingly, will receive cash from the Company in respect of their entire holding of Shares.

Interim dividend

A first interim dividend for the year ended 31 August 2011 of 0.8 pence per Share was paid on 28 January 2011 to Shareholders on the register on 24 December 2010.

No further dividends are to be declared in view of the expected liquidation of the Company.

Proposals

Under the Proposals the Company will be placed into voluntary liquidation on 19 April 2011.

Subject to the restrictions described in Part IV of the Circular relating to Overseas Holders and to the Scheme becoming unconditional in all respects, Shareholders will have a choice between continuing their investment by electing for one or both of the Rollover Options listed above and/or realising some or all of their investment for cash under the Cash Option. Shareholders will be entitled to receive their Residual Net Asset Value per Share in respect of the Rollover Options. The Residual Net Asset Value per Share for these purposes is an amount equal to the net asset value of the Company at the Calculation Date minus the Retention after providing for the liabilities to be discharged out of the Liquidation Pool, divided by the number of Shares in issue. HINT has agreed, conditional on Admission, to pay to the Company for the benefit of the HINT Rollover Pool an amount in cash equal to one per cent. of the net asset value of the HINT Rollover Pool at the Calculation Date. This will be paid as a result of Matrix and Henderson Global Investors Limited waiving commission to which they are entitled under the Placing and Offer and, therefore, will not be a cost to HINT. This will increase the HINT Rollover Pool for the purposes of increasing entitlements to HINT Shares but shall not form part of the Residual Net Asset Value per Share. Accordingly, those Shareholders who have elected, or are deemed to have elected, for the HINT Rollover Option will receive proportionately more HINT Shares.

For illustrative purposes only, had the Scheme become effective on 11 March 2011 (being the latest practicable date prior to the publication of this document), the Directors estimate that the Residual Net Asset Value per Share would have been 67.22p. This is based on the following figures and estimates: the net assets of the Company as at 10 March 2011 (published on 11 March 2011) which were approximately GBP25,513,000, the anticipated costs of the Proposals and of liquidating the Company, estimated at approximately GBP255,000, and the retention anticipated to be required by the Liquidators (to meet contingent and unknown liabilities) of GBP50,000.

(i) Based on the illustrative Residual Net Asset Value per Share set out above, and assuming that:

(ii) there is no change in those net assets between now and 20 April 2011;

(iii) that HINT Shares are issued at 100p (being the subscription price under the Placing and Offer);

(iv) that the net asset value of the HINT Rollover Pool is effectively enhanced by the contribution by HINT of one per cent. of the value of the HINT Rollover Pool; and

(v) that GPEF Shares are issued at GBP8.14 (being their subscription price as at close of business on 10 March 2011),

this would give rise to the following initial entitlements under the Proposals for every 1,000 Shares held:

678.94 HINT Shares; or

82.58 GPEF Shares; or

GBP672.21 in cash.

The above figures are for illustrative purposes only and do not represent forecasts. The Residual Net Asset Value per Share and Shareholders' entitlements under the Proposals may change materially up to the Transfer Date as a result of, inter alia, changes in the value of the Company's investments or, in the case of the GPEF Option, the price of the GPEF Shares.

In view of the interval between the Calculation Date (5.00 p.m. on 18 April 2011) and 12.00 noon on the Transfer Date (20 April 2011), being the date and time on which the value of the Rollover Pools will be calculated for the purpose of determining the number of Rollover Shares which Shareholders who elect, or are deemed to elect, for the Rollover Options will receive, those Shareholders will be exposed to any movement in the value of the Rollover Pools between the Calculation Date and 12.00 noon on the Transfer Date. However, if the resolutions at the First GM are passed, the Company will seek to implement an orderly liquidation of the portfolio so that, as at the Transfer Date, the portfolio will consist, primarily, of near cash assets and cash thereby reducing Shareholders' exposure to such risk.

In the event that any funds retained in the Liquidation Pool are not required to meet costs or liabilities of the Company, further distributions will be made in cash to all Shareholders regardless of the Rollover Option they choose.

Advantages of the Proposals

The Directors believe that the Proposals are in the best interests of Shareholders because they provide flexibility and, specifically:

-- they allow Shareholders who elect to roll over into HINT to have exposure to an investment trust which will be listed on the Official List and whose shares will be admitted to trading on the main market of the London Stock Exchange, managed by Henderson Global Investors Limited with the objective of generating a high and rising level of dividends as well as capital appreciation over the long term from a focused and internationally diversified portfolio of securities outside the UK. The HINT Shares will be eligible for inclusion in ISAs and SIPPs;

-- those Shareholders who roll over their Shares into HINT will receive proportionately more HINT shares as part of the Proposals than they would receive on the Placing and Offer since HINT will, conditional on Admission, pay an amount equal to one per cent. of the value of the HINT Rollover Pool into that pool for the purpose of determining entitlements to HINT Shares pursuant to the Scheme;

-- they allow Shareholders who elect to roll over into GPEF to continue their investment in a fund which seeks to provide income and medium-level capital growth through exposure to property related securities;

-- GPEF Shares are being offered to Shareholders without an initial subscription fee or requirement for minimum investment levels which are usually applied to direct subscriptions. As GPEF is an open-ended investment vehicle, GPEF Shares can be redeemed on any business day in Luxembourg, without penalty, at the prevailing net asset value per share;

-- they should allow Shareholders who elect to receive shares in one or more of the Rollover Funds to retain an investment exposure without triggering a disposal for UK capital gains purposes until disposing of such shares at a time of their choosing; and

-- Shareholders who elect for the Cash Option will be able to receive cash in the liquidation of the Company.

Rollover Options

HINT Option

The key features of HINT are set out in Part II of the Circular. HINT's investment objective is to generate a high and rising level of dividends as well as capital appreciation over the long-term from a focused and internationally diversified global portfolio of securities outside the UK. HINT will seek to achieve its investment objective by investing in a diversified global portfolio consisting of predominantly listed equities, and fixed interest asset classes (including investment grade bonds, high yield corporate bonds and secured loans). The portfolio is expected to be diversified by factors such as geography, industry sub-sector and investment size. HINT will not invest in issuers whose securities are, at the time of investment, listed only in the United Kingdom. Elections for HINT under the Scheme will be satisfied in priority to applications under the Placing and Offer. The attention of Shareholders is drawn to pages 20 and 21 of the Circular for details of the risk factors relating to an investment in HINT. A prospectus for HINT accompanies, but does not form part of, the Circular.

GPEF Option

The key features of GPEF are set out in Part III of the Circular. GPEF aims to provide income and medium-level capital growth through exposure to property related securities. The attention of Shareholders is drawn to pages 25 to 28 of the Circular for details of risk factors relating to an investment in GPEF. A simplified prospectus for GPEF accompanies, but does not form part of, the Circular. The full prospectus for The Henderson Horizon Fund is available via Henderson's website at www.henderson.comand on request at the registered office of the Henderson Horizon Fund at 33 rue de Gasperich, L-5826 Hesperange, Grand Duchy of Luxembourg and from Henderson Global Investors Limited at 201 Bishopsgate, London EC2M 3AE.

Cash Option

Shareholders who elect for the Cash Option will be sent a cheque in respect of their entitlement if they hold Shares in certificated form or receive payment through CREST in respect of their entitlement if they hold Shares in uncertificated form.

General

Overseas Holders will not receive a Form of Election and will (unless the Directors determine otherwise) be deemed to have elected for the Cash Option and, accordingly, will receive cash from the Company in respect of their entire holding of Shares.

Shareholders who hold their Shares in a savings plan or an ISA should read the section headed "Savings Plans and ISAs" in the Circular. The deemed Election if no valid Election is made may be superseded by any other arrangements made by a savings plan or ISA plan administrator.

Failure to make an Election

Shareholders (other than Overseas Holders) who make no valid Election will be deemed to have elected for the HINT Option. In the event that Admission does not become effective, all Shareholders who have elected for, or who are deemed to have elected for HINT Shares will, instead, be deemed to have elected for cash.

Liquidation Pool

Under the Proposals, the Company will be wound up by means of a members' voluntary liquidation. In consultation with the Liquidators, the Directors will set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of implementing the Scheme. The Directors will also provide in the Liquidation Pool for a Retention which they, together with the Liquidators, consider sufficient to meet any contingent and unknown liabilities of the Company. The Retention is currently expected to amount to approximately GBP50,000. To the extent that funds in the Liquidation Pool are not required they will be distributed by the Liquidators at a later date, in cash, pro rata to all Shareholders that hold Shares on the Record Date, regardless of the option(s) they choose.

Details of the Proposals

Shareholders' approval is required under the provisions of the Law, the Articles and the Listing Rules to implement the Proposals.

As part of the reconstruction and winding-up of the Company it is necessary to amend the Articles in order to reorganise its share capital. The amendments will have the effect of reclassifying the Company's existing Shares into shares with either "A" rights, "B" rights or "C" rights to determine the distribution Shareholders will receive on a winding-up of the Company. The shares will be reclassified in such proportion as is necessary to reflect Elections made under the Scheme. Set out at the end of the Circular are the notices convening the General Meetings. The Scheme is conditional upon the passing of the Resolutions at the First GM and the Second GM which require (whether on a poll or a show of hands) approval by a majority of not less than 75 per cent. of those attending and voting at each meeting.

At the First GM, special resolutions will be proposed to (i) re-classify the rights attaching to the Shares such that those Shareholders who elect (or are deemed to elect) to roll over some or all of their Shares into HINT will, in respect of such Shares, hold Shares with "A" rights giving them the right to receive HINT Shares on a winding-up of the Company, those Shareholders who elect to roll over some or all of their Shares into GPEF will, in respect of such Shares, hold Shares with "B" rights giving them the right to receive GPEF Shares on a winding-up of the Company, and those Shareholders who elect to receive cash in respect of some or all of their Shares will, in respect of such Shares, hold Shares with "C" rights giving them the right to receive cash on a winding-up of the Company; (ii) authorise the implementation of the Scheme by the Liquidators including the cancellation of the listing of the Company's Shares from the Official List; and (iii) amend the Articles for the purposes of implementing the Scheme.

Conditional on the passing of the Resolutions at the First GM, a special resolution will be proposed at the Second GM to wind the Company up voluntarily, to appoint the Liquidators, to confer certain powers on the Liquidators, to fix the remuneration of the Liquidators and to instruct the Secretary to hold the books of the Company to the Liquidators' order.

In the event that the special resolutions are not passed at the First GM or the Second GM, a special resolution will, instead, be proposed at the Third GM to proceed to a simple voluntary liquidation of the Company, to appoint the Liquidators, to confer certain powers on the Liquidators, to fix the remuneration of the Liquidators and to instruct the Secretary to hold the books of the Company to the Liquidators' order. In the event that the special resolution at the Third GM is not passed, the Company will continue as a closed-ended investment company.

At each of the Meetings, Shareholders may attend and vote, or appoint one or more proxies to vote on their behalf. Every member (whether present in person or by proxy) shall, on a show of hands, have one vote and, on a poll, have one vote for every Share held by him.

In order to implement the Scheme, the assets of the Company will be divided into four Pools on the Calculation Date: the HINT Rollover Pool, the GPEF Rollover Pool, the Cash Pool and the Liquidation Pool. The assets of the Company, will comprise cash and securities. The division of these assets will be on the basis of the value attributable to Elections (and deemed Elections) for each of the Rollover Options and the value attributable to Elections for the Cash Option as a proportion of the total value attributable to Elections (and deemed Elections). In order to make the division between the four Pools, the Manager, in consultation with the proposed Liquidators, will calculate for the purposes of determining Residual Net Asset Value the aggregate value of the Company in accordance with the Scheme as at 5.00 p.m. on the Calculation Date. Conditional upon Admission, HINT will pay an amount equal to 1 (one) per cent. of the value of the HINT Rollover Pool into that pool for the purpose of determining entitlements to HINT Shares pursuant to the Scheme.

Costs and expenses

The total costs in connection with the Proposals including the liquidation are estimated to be approximately GBP255,000 (inclusive of the Liquidators' estimated costs but excluding the Retention).

Conditions to the Proposals

The Proposals which provide for, and which will effect, the Rollover Options, are conditional upon the Resolutions at the First GM and the Second GM being passed. In the event that the Proposals do not become unconditional, the Company will proceed to a simple voluntary winding up pursuant to the Resolutions contained in the notice of the Third GM, which would constitute a disposal for UK capital gains tax purposes.

Certain considerations relating to the Proposals

The implementation of, and an Election for one or more options under, the Proposals carry with them certain considerations for Shareholders as described below:

-- in the event that any of the Resolutions to be proposed at the First GM and the Second GM are not passed, the Scheme will not be implemented and Shareholders will be able to vote on Resolutions at the Third GM to proceed to a simple liquidation. If the Resolutions at the Third GM are not passed, the Company will continue as a closed-ended investment company;

-- Shareholders who elect for, or are deemed to have elected for, the Cash Option should be treated as disposing of their Shares for the purposes of UK taxation of chargeable gains and this may lead to a chargeable gain which creates a UK tax liability, depending on the Shareholder's circumstances;

-- Shareholders who elect, or who are deemed to have elected, to roll over some or all of their investment into HINT will receive such number of HINT Shares as is produced by dividing their proportion of the HINT Rollover Pool by the HINT Share Issue Price, being 100 pence per share. Any movement in the value of the HINT Rollover Pool between the Calculation Date and 12.00 noon on the Transfer Date, will be at the risk of the Shareholder concerned;

-- Shareholders who elect, or are deemed to have elected to roll some or all of their investment into HINT should note that HINT Shares are assets within the scope of UK inheritance tax, regardless of the investor's jurisdiction of residence or domicile;

-- Shareholders who elect to roll over some or all of their investment into GPEF will receive such number of GPEF Shares as is produced by dividing their proportion of the GPEF Rollover Pool by the GPEF Share Subscription Price, being the published net asset value per GPEF Share as at 12.00 noon on the Transfer Date. Any movement in the value of the GPEF Rollover Pool between the Calculation Date and 12.00 noon on the Transfer Date, will be at the risk of the Shareholder concerned;

-- if Shareholders elect to roll over some or all of their entitlement into Rollover Shares, any subsequent disposal by such Shareholders of such shares may constitute a disposal for the purposes of crystallising a liability to UK capital gains tax;

-- Shareholders electing to receive GPEF Shares will be required to supply evidence of their identity to comply with anti-money laundering regulations. The HHF administrator, BNP Paribas Securities Services, Luxembourg Branch, will write to the relevant holders of GPEF Shares following the Effective Date, requesting the relevant documentation. Those holders are advised that, for the purposes of anti-money laundering laws, they will not be permitted to deal (transfers, redemptions, subscriptions or conversions) in any new shares received in GPEF until the anti-money laundering procedure has been completed;

-- if the HINT Shares allotted pursuant to the Scheme are not, for whatever reason, admitted to the Official List, Elections by Shareholders for such shares will instead be deemed to be Elections by such Shareholders for cash (being the cash realisation proceeds from a sale of the HINT Rollover Pool, less the costs of realisation). For the avoidance of doubt, if Admission does not take place, HINT will not be obliged to pay an amount equal to one per cent. of the value of the HINT Rollover Pool into that pool; and

-- an investment in either or both of the Rollover Funds entails certain risks for Shareholders. Shareholders are advised to read the risk factors relating to an investment in the Rollover Funds as set out on pages 20, 21 and 25 to 28 of the Circular.

Management Agreement

If the Resolutions are passed, the Company will, pursuant to the Management Agreement, give notice in writing to the Manager that the Management Agreement is terminated forthwith. No compensation shall be payable to the Manager in connection with such termination.

United Kingdom taxation

As explained more fully in the section headed "Taxation" in paragraph 4 of Part VI of the Circular, the receipt of Rollover Shares under the Proposals should not, on the basis of current legislation and HM Revenue and Customs practice, trigger a disposal of shares for the purposes of capital gains tax where these are held as an investment. The receipt of cash under the Cash Option or a subsequent sale, redemption or other disposal of Rollover Shares acquired may constitute a disposal for capital gains tax purposes and may, depending on a Shareholder's particular circumstances, give rise to a liability to capital gains tax.

Action to be taken

Details of the action to be taken by Shareholders in relation to the Proposals are set out in Part IV of the Circular. It is important that Shareholders read Part IV carefully and those Shareholders who wish to elect for the GPEF Option or the Cash Option should return their Forms of Election or TTE Instructions so as to be received no later than 1.00 p.m. on 7 April 2011.

Failure to return a Form of Election or a TTE Instruction or the return of a Form of Election which is not validly completed will result in the relevant Shareholder (other than an Overseas Holder) being deemed to have elected for the HINT Option, provided that Admission takes place. If Admission does not take place, failure to return a Form of Election which is not validly completed will result in the relevant Shareholder being deemed to have elected for the Cash Option.

Savings plans and ISAs

Shareholders who hold their Shares within a savings plan or ISA should, before making any Election for the Rollover Options or the Cash Option, consult with their savings plan or ISA plan administrator as regards their own position.

The deemed election if no valid Election is made may be superseded by any other arrangements made by your savings plan or ISA plan administrator.

Expected Timetable

2011

 
 6 April    9.00 a.m.    Latest time and date for receipt of Forms of Proxy 
                          for the First GM 
 7 April    1.00 p.m.    Latest time and date for receipt of the Forms 
                          of Election from Shareholders and TTE Instructions 
                          from CREST Shareholders 
 7 April    5.00 p.m.    Record Date for entitlement to the Scheme and 
                          Company's Register closes 
 8 April    7.30 a.m.    Listing of Shares suspended 
 8 April    9.00 a.m.    First GM and Shares reclassified into Reclassified 
                          Shares 
 8 April                 Results of First GM and Elections announced 
 15 April   9.00 a.m./   Latest time and date for receipt of Forms of Proxy 
             9.10a.m.     for the Second GM (9.00 a.m.) and the Third GM 
                          (9.10 a.m.) 
 18 April   5.00 p.m.    Calculation Date 
 19 April                Second GM and, if the Scheme becomes unconditional, 
                         Effective Date for the implementation of the 
                         Proposals and commencement of the liquidation 
 19 April   9.10 a.m.    In the event the resolutions are not passed at 
                          the Second GM, Third GM is held 
 20 April                Transfer Date 
 20 April   12.00 noon   GPEF Shares issued pursuant to the Scheme 
 21 April   8.00 a.m.    HINT Shares admitted to listing and issued pursuant 
                          to the Scheme and CREST accounts credited 
 

During week commencing

 
 25 April   Cheques expected to be dispatched to Shareholders who 
             hold their Shares in certificated form who elect for 
             the Cash Option 
            Contract notes expected to be dispatched in respect 
             of GPEF Shares issued pursuant to the Scheme 
            CREST Shareholders who elect for the Cash Option to 
             be credited through the CREST system 
 2 May      Certificates expected to be dispatched in respect of 
             HINT Shares issued in certificated form 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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