22 October 2008
M&G Income Investment Company Limited
Result of First EGM
M&G Income Investment Company Limited announces that, at the First
Extraordinary General Meeting held on 22 October 2008 all resolutions were duly
passed.
The special resolutions passed are set out in full below.
Kleinwort Benson (Channel Islands) Fund Services Limited
Company Secretary
Tel: 01481 727111
Special Resolutions
1. That:
2.
1. with effect from the date (the ``Amendment Date'') on which the
amendment to the Official List to reflect the reclassification of the
Shares as Reclassified Shares becomes effective each of the Ordinary
Shares of 1p each and the Zero Dividend Shares of 1p each in the
capital of the Company (together the ``Shares'') in issue at the date
of the passing of this Resolution shall be reclassified as Shares the
holder of which has (or is deemed to have) elected to have reclassified
as Shares with Z1 Rights, O1 Rights, Z2 Rights, O2 Rights, Z3 Rights,
Z4 Rights, O4 Rights, Z5 Rights, O5 Rights, Z6 Rights or O6 Rights, as
the case may be, (the ``Reclassified Shares'') in such respective
numbers as may be required to give effect to any election validly made
(or deemed to have been made) by the holders of Shares and otherwise in
accordance with the terms of the Scheme set out in Part IV of the
circular dated 11 September 2008 to the Shareholders and Package
Unitholders of the Company (the ``Circular''), a copy of which has been
laid before the meeting and signed for the purpose of identification by
the Chairman;
1.2 for the purposes of this Special Resolution:
1.2.1 to the extent any holder of Zero Dividend Shares shall have validly
elected (or shall be deemed to have elected) for, and under the terms of the
Scheme will become entitled to receive, M&G HIT Package Units, such Shares
shall be reclassified as Shares with Z1 Rights;
1.2.2 to the extent any holder of Ordinary Shares shall have validly elected
(or shall be deemed to have elected) for, and under the terms of the Scheme
will become entitled to receive, M&G HIT Package Units, such Shares shall be
reclassified as Shares with O1 Rights;
1.2.3 to the extent any holder of Package Units shall have validly elected (or
shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, M&G HIT Package Units, the Zero Dividend Shares
comprised in such Package Units shall be reclassified as Shares with Z1 Rights
and the Ordinary Shares comprised in such Package Units shall be reclassified
as Shares with O1 Rights;
1.2.4 to the extent any holder of Zero Dividend Shares shall have validly
elected (or shall be deemed to have elected) for, and under the terms of the
Scheme will become entitled to receive, M&G HIT Income & Growth Units, such
Shares shall be reclassified as shares with Z2 Rights;
1.2.5 to the extent any holder of Ordinary Shares shall have validly elected
(or shall
be deemed to have elected) for, and under the terms of the Scheme will become
entitled to receive, M&G HIT Income & Growth Units, such Shares shall be
reclassified as Shares with O2 Rights;
1.2.6 to the extent any holder of Package Units shall have validly elected (or
shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, M&G HIT Income & Growth Units, the Zero Dividend
Shares comprised in such Package Units shall be reclassified as Shares with Z2
Rights and the Ordinary Shares comprised in such Package Units shall be
reclassified as Shares with O2 Rights; 59
1.2.7 to the extent any holder of Zero Dividend Shares shall have validly
elected (or shall be deemed to have elected) for, and under the terms of the
Scheme will become entitled to receive, M&G HIT Zero Dividend Shares, such
Shares shall be reclassified as Shares with Z3 Rights;
1.2.8 to the extent any holder of Zero Dividend Shares shall have validly
elected (or shall be deemed to have elected) for, and under the terms of the
Scheme will become entitled to receive, M&G Extra Income Fund Shares, such
Shares will be reclassified with Z4 Rights;
1.2.9 to the extent any holder of Ordinary Shares shall have validly elected
(or shall be deemed to have elected) for, and under the terms of the Scheme
will become entitled to receive, M&G Extra Income Fund Shares, such Shares
shall be reclassified as Shares with O4 Rights;
1.2.10 to the extent any holder of Package Units shall have validly elected (or
shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, M&G Extra Income Fund Shares, the Zero Dividend
Shares comprised in such Package Units shall be reclassified as Shares with Z4
Rights and the Ordinary Shares comprised in such Package Units shall be
reclassified as Shares with O4 Rights;
1.2.11 to the extent any holder of Zero Dividend Shares shall have validly
elected (or shall be deemed to have elected) for, and under the terms of the
Scheme will become entitled to receive, M&G Recovery Fund Shares, such Shares
shall be reclassified with Z5 Rights;
1.2.12 to the extent any holder of Ordinary Shares shall have validly elected
(or shall be deemed to have elected) for, and under the terms of the Scheme
will become entitled to receive, M&G Recovery Fund Shares, such Shares shall be
reclassified as Shares with O5 Rights;
1.2.13 to the extent any holder of Package Units shall have validly elected (or
shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, M&G Recovery Fund Shares, the Zero Dividend Shares
comprised in such Package Units shall be reclassified as Shares with Z5 Rights
and the Ordinary Shares comprised in such Package Units shall be reclassified
as Shares with O5 Rights;
1.2.14 to the extent any holder of Zero Dividend Shares shall have validly
elected (or shall be deemed to have elected) for, and under the terms of the
Scheme will become entitled to receive, the Cash Option, such Shares shall be
reclassified as Shares with Z6 Rights;
1.2.15 to the extent any holder of Ordinary Shares shall have validly elected
(or shall be deemed to have elected) for, and under the terms of the Scheme
will become entitled to receive, the Cash Option, such Shares shall be
reclassified as Shares with O6 Rights;
1.2.16 to the extent any holder of Package Units shall have validly elected (or
shall be deemed to have elected) for, and under the terms of the Scheme will
become entitled to receive, the Cash Option, the Zero Dividend Shares comprised
in such Package Units shall be reclassified as Shares with Z6 Rights and the
Ordinary Shares comprised in such Package Units shall be reclassified as Shares
with O6 Rights;
1.3 each of the holders of Shares with the rights set out in paragraph 1.2
above shall have the respective rights set out in the Articles of Association
of the Company as amended by this Special Resolution;
1.4 the Articles of Association of the Company be amended with effect from the
Amendment Date by:
1.4.1 deleting Article 3(1) and substituting the following: ``The authorised
share capital of the Company at the date of adoption of these Articles is �
10,000,000 comprised of 500,000,000 ordinary shares of 1 pence each (``Ordinary
Shares''), designated as Ordinary Shares with O1 Rights, O2 Rights, 60 O4
Rights, O5 Rights and O6 Rights, 500,000,000 zero dividend shares of 1 pence
each (``Zero Dividend Shares''), designated as Zero Dividend Shares with Z1
Rights, Z2 Rights, Z3 Rights, Z4 Rights, Z5 Rights and Z6 Rights, in each case
in such respective numbers as shall result from the passing at an Extraordinary
General Meeting of the Company convened for 22 October 2008 (or any adjournment
thereof) of the first Special Resolution set out in the notice thereof, the
rights attaching to each class of the Shares being identical in all respects
and each class of Shares ranking pari passu in all respects, except as provided
in Article 3A'';
1.4.2 inserting the following Article as Article 3A: ``The rights attaching to
the Ordinary Shares and Zero Dividend Shares shall be as follows:
(i) in relation to dividends, interest and entitlements on the winding-up of
the Company:
(a) the Shares with Z1 Rights, O1 Rights, Z2 Rights, O2 Rights and Z3 Rights
shall be entitled only to dividends and/or interest deriving from profits of
the segregated business constituting the A Fund and to amounts in the
winding-up of the Company which are in aggregate equal to the net assets of the
A Fund;
(b) the Shares with Z4 Rights and O4 Rights shall be entitled only to dividends
and/or interest deriving from profits of the segregated business constituting
the B Fund and to amounts in the winding-up of the Company which are in
aggregate equal to the net assets of the B Fund;
(c) the Shares with Z5 Rights and O5 Rights shall be entitled only to dividends
and/or interest deriving from profits of the segregated business constituting
the C Fund and to amounts in the winding-up of the Company which are in
aggregate equal to the net assets of the C Fund;
(d) the Shares with Z6 Rights and O6 Rights shall be entitled only to dividends
and/or interest deriving from profits of the segregated business constituting
the D Fund and to amounts in the winding-up of the Company which are in
aggregate equal to the net assets of the D Fund;
(ii) in a winding-up of the Company in circumstances where the Extraordinary
Resolution contained in the notice of general meeting of Ordinary Shareholders
and the Special Resolutions contained in the notice of the First Extraordinary
General Meeting, convened for 22 October 2008, have been passed and have become
unconditional, they shall have the following additional rights notwithstanding
anything to the contrary in these Articles of Association:
(a) the rights of the holders of Shares with O1 Rights and Z1 Rights in respect
of assets of the Company shall be satisfied by the issue to such holders of the
numbers of M&G HIT Package Units to which they shall respectively be entitled
in accordance with the Scheme;
(b) the rights of the holders of Shares with O2 Rights and Z2 Rights in respect
of assets of the Company shall be satisfied by the issue to such holders of the
numbers of M&G HIT Income & Growth Units to which they shall respectively be
entitled in accordance with the Scheme;
(c) the rights of the holders of Shares with Z3 Rights in respect of assets of
the Company shall be satisfied by the issue to such holders of the numbers of M
&G HIT Zero Dividend Shares to which they shall respectively be entitled in
accordance with the Scheme; 61
(d) the rights of the holders of Shares with O4 Rights and Z4 Rights in respect
of assets of the Company shall be satisfied by the issue to such holders of the
numbers of M&G Extra Income Fund Shares to which they shall respectively be
entitled in accordance with the Scheme;
(e) the rights of holders of Shares with O5 Rights and Z5 Rights in respect of
assets of the Company shall be satisfied by the issue to such holders of the
numbers of M&G Recovery Fund Shares to which they shall respectively be
entitled in accordance with the Scheme;
(f) the rights of holders of Shares with O6 Rights and Z6 Rights in respect of
assets of the Company shall be satisfied by a payment of such cash amount as
they shall respectively be entitled in accordance with the Scheme;
(g) save to the extent that the holders of Zero Dividend Shares have not
already become entitled to receive their final capital entitlement in
accordance with the Articles of Association, in which event the holders of such
Zero Dividend Shares shall rank first in respect of any such payment in order
of their respective priority to share in the assets of the Company on a
winding-up, the holders of the Ordinary Shares on the register of Shareholders
on the Effective Date shall be entitled to any relevant surplus remaining in
the Liquidation Fund on a pari passu basis pro rata to their respective
holdings as provided in the Scheme.
Subject to the special rights set out above, for all other purposes of these
Articles of Association, the Shares with O1 Rights, Z1 Rights, O2 Rights, Z2
Rights, Z3 Rights, O4 Rights, Z4 Rights, O5 Rights, Z5 Rights, O6 Rights and Z6
Rights shall continue to be Shares and these Articles of Association shall be
construed accordingly. Words and expressions defined in the circular dated 11
September 2008 to Shareholders and Package Unitholders (the ``Circular'') shall
bear the same respective meanings in this Article 3A, save where the context
otherwise requires'';
1.4.3 deleting Article 114 and substituting the following:
``All unclaimed dividends may be invested or otherwise made use of by the Board
for the benefit of the Company until claimed and the Company shall not be
constituted a trustee in respect thereof. All dividends which have been
declared or become due for payment on or before 30 September 2004 and which
remain unclaimed at 1 October 2009 shall be forfeited and shall revert to the
Company. All dividends which have been declared or become due for payment from
1 October 2004 and which remain unclaimed as at 1 October 2009 shall, following
concerted efforts to trace the relevant Shareholders and all related expenses
having been deducted from the balance of the unclaimed dividends, be forfeited
and shall be distributed to such registered charity as the Board may
determine.'';
1.4.4 deleting Article 133(1) and substituting the following:
``If the Company shall be wound up, the surplus assets remaining after payment
of all creditors, including the payment of bank borrowings, shall, subject to
subparagraphs (2A), (3) and (4), be divided pari passu among the Members in the
manner described in sub-paragraph (2) of this Article'';
1.4.5 inserting the following Article as Article 133 (2A): ``If the Company
shall be wound up the Liquidator may, with the authority of Reconstruction
Resolutions made pursuant to Article 134(3), transfer assets available for
distribution among the Members in consideration for the issue of securities to
Members in accordance with the scheme proposed by the Reconstruction
Resolutions.'' 62
1.5 this Special Resolution shall operate by way of such further amendments to
the Articles of Association as may be necessary to give effect hereto;
1.6 from the Amendment Date, the undertaking of the Company shall be divided
into 3 segregated funds and the liquidation fund. On that date, the Directors
shall allocate to each of the segregated businesses assets and liabilities such
that the values of each such segregated business are equal to those set out in
paragraph 4.2 of the Scheme; and
1.7 terms defined in the Circular shall have the same meanings in this Special
Resolution, save where the context otherwise requires.
2. Subject to the fulfilment or, to the extent permitted, earlier waiver of the
conditions set out in paragraph 15 of the scheme (the ``Scheme'') contained in
Part IV of the Circular (other than the passing of this Resolution), which
includes the passing of the Extraordinary Resolution at the General Meeting of
Ordinary Shareholders set out in the notice of the meeting of Ordinary
Shareholders convened for 22 October 2008 and the passing of the Special
Resolutions (other than this Resolution) contained in the notice of the First
Extraordinary General Meeting of the Company convened for 22 October 2008 (or
any adjournment of each of the aforementioned meetings) (copies of which have
been laid before this Meeting and signed by the Chairman for the purpose of
identification):
2.1 notwithstanding anything to the contrary in the Articles of Association of
the Company, the Scheme (a copy of which has been laid before this Meeting and
signed by the Chairman for the purpose of identification) be and is hereby
approved and the Liquidators of the Company, when appointed, (the
``Liquidators'') be and hereby are authorised to implement the Scheme and to
execute any document and do anything for the purpose of carrying the Scheme
into effect;
2.2 in particular, and without prejudice to the generality of paragraph 2.1
above, the Liquidators, when appointed, be and hereby are authorised and
directed, pursuant to this Resolution and/or the Articles of Association of the
Company, as amended by this Resolution:
2.2.1 to procure that the Company enters into and gives effect to the Transfer
Agreements between the Company, the Liquidators and each of M&G High Income
Investment Trust P.L.C., the M&G Extra Income Fund and the M&G Recovery Fund,
as the case may be, (each a ``Rollover Fund'' and together the ``Rollover
Funds'') for the transfer of the assets comprised in the relevant Funds (all as
defined in or for the purposes of the Scheme), of the Company to the relevant
Rollover Funds, as the case may be, such agreements to be in the form of the
drafts laid before this meeting and signed for the purpose of identification by
the Chairman thereof with such amendments as the parties thereto may from time
to time agree;
2.2.2 to procure that each Fund (as defined in the Scheme) be vested in the
relevant Rollover Fund or its nominees, subject to (as applicable) the
instrument of incorporation or prospectus of the relevant Rollover Fund;
2.2.3 to request each Rollover Fund (or the ACD or depositary as the case may
be) to arrange for the distribution among the Shareholders who so elect or are
deemed so to elect of the Securities to be issued pursuant to the Scheme by way
of satisfaction and discharge of their respective interests in so much of the
undertaking, property and assets of the Company as shall be transferred to each
Rollover Fund, as the case may be, in accordance with the Scheme; and
2.2.4 to convert into cash the Liquidation Fund (as defined in the Scheme);
2.3 the Liquidators, when appointed, be and are hereby authorised to divide
among the members in specie the whole or any part of the business of the
Company in accordance with the Scheme and may, for that purpose, value any
assets and determine how the division shall be carried out as between the
members or different classes of members. The Liquidators may vest the whole or
any part of the assets of the Company in trustees upon such trusts for the
benefit of, inter alia, the members as they may determine, but no member shall
be compelled to accept any assets upon which there is a liability; 63
2.4 the Liquidators when appointed be and are hereby authorised to exercise
such powers pursuant to this Resolution and/or the Articles, as amended by this
Resolution, as may be necessary or desirable in their judgement to give effect
to the Scheme;
2.5 this Special Resolution shall operate by way of such further amendments to
the Articles of Association as may be necessary to give effect hereto; and
2.6 terms defined in the Circular to Shareholders dated 11 September 2008 shall
have the same meanings in this Resolution, save where the context otherwise
requires.
3 That,
3.1 the Company be wound up voluntarily in accordance with Section 391 of the
Companies (Guernsey) Law, 2008 on the Effective Date;
3.2 Nicholas Vermuelen and Stephen Le Page (the ``Liquidators'') both of
PricewaterhouseCoopers CI LLP, National Westminster House, PO Box 626, Le
Truchot, St Peter Port, Guernsey, GY1 4ND be appointed Liquidators for the
purpose of such winding-up and any power conferred on them by law or by this
Resolution may be exercised by them jointly or by either one of them alone;
3.3 the remuneration of the Liquidators be fixed on the basis of time spent by
them and members of their staff and they be and are hereby authorised to draw
such remuneration monthly or at such longer intervals as they may determine;
and
3.4 terms defined in the Circular to Shareholders dated 11 September 2008 shall
have the same meanings in this Resolution, save where the context otherwise
requires.
END
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