INVESCO
| Sociedade : | Invesco | Compartimento : | Outro |
| ISIN : | GB0001282697 | Difusor : | PR Newswire |
| Tipo de documento : | Operaçoes / Prospectuses | ||
| Data de publicação : | 10/5/2009 12:20:00 PM |
Publication of Prospectus
City Merchants High Yield Trust plc
HEADLINE: Publication of Prospectus
City Merchants High Yield Trust plc (the `Company') announces that it has today
published a prospectus in connection with the proposed scheme of reconstruction
of Invesco Perpetual European Absolute Return Trust plc (the `Scheme'), placing
and offer for subscription (the `Placing' and `Offer') that was announced on 15
September 2009.
The Scheme
The Directors of Invesco Perpetual European Absolute Return Trust plc
(`IPEART'), an investment trust managed by Invesco Asset Management Limited
(`Invesco'), have today put forward proposals for a scheme of reconstruction of
IPEART under section 110 of the Insolvency Act 1986. The Scheme will involve
the winding up of IPEART and will, if implemented, as one option offer New
Shares in the Company as successor investments to IPEART Shareholders. The
Company intends to enter into an agreement with the Liquidators of IPEART under
which the Company will acquire part of the undertaking and assets of IPEART,
expected to comprise securities, selected by Invesco as being appropriate to
the Company's investment objective and policies, and cash from the Liquidators
in exchange for the issue of New Shares to IPEART Shareholders who have made
elections to receive New Shares under the Scheme. The aggregate value of such
undertaking and assets to be acquired by the Company will not be known until
the Calculation Date.
It is proposed that IPEART Shareholders who elect to receive New Shares will
receive the number of whole New Shares that could have been purchased with the
value of their capital entitlements under the Scheme. Both the Issue Price and
the capital entitlements of IPEART Shareholders will be calculated on the
Calculation Date.
The Issue was approved by Shareholders at the EGM held on 1 October 2009. The
Scheme is conditional upon IPEART Shareholders approving the Scheme at
shareholder meetings convened for 22 October 2009 and 30 October 2009. If the
conditions to the Scheme are met, it is expected that the Scheme will become
effective on 30 October 2009 and that Admission of the New Shares will become
effective and dealings in the New Shares will commence on 2 November 2009.
The Issue
The Directors believe that, in addition to the proposed participation in the
reconstruction of IPEART, there may be further demand for the Company's shares.
Accordingly, in addition to the issue of New Shares in connection with the
Scheme, the Company is seeking to issue further New Shares through the Placing
and the Offer.
The Company intends to make New Shares up to an aggregate value of £40 million
available for issue in connection with the Scheme, the Placing and the Offer at
the Issue Price. Elections under the Scheme will be satisfied in priority to
applications under the Placing and the Offer. Applications made by Qualifying
Shareholders on Priority Application Forms will be given priority to other
applications made under the Placing and the Offer. Neither the Placing nor the
Offer is conditional on approval of the Scheme by IPEART Shareholders. The
result of the Issue will be announced immediately prior to Admission through a
Regulatory Information Service.
Issue Price
The Issue Price is expected to be announced through a Regulatory Information
Service on 30 October 2009 and will be calculated by applying a premium of two
per cent. to the Net Asset Value per Share calculated as at the close of
business on the Calculation Date (rounded up to the nearest tenth of one
penny). If, however, the calculation of the Issue Price were to result in it
being less than 90 per cent. of the closing middle market price of a Share on
the Calculation Date, the Issue Price would instead be 90 per cent. of that
closing middle market price.
Costs of the Issue
The costs of the Issue (including preparation of the Prospectus and the
circular dated 15 September 2009, advisers' fees and printing and other
ancillary costs) will be borne by the Company and are expected to be
approximately £700,000 (on the basis that the Issue is subscribed in full). The
Issue is not expected to be dilutive to the NAV per Share after taking into
account the costs of the Issue.
Dividends
The Company seeks to provide a high level of dividend income relative to
prevailing interest rates. The Company paid dividends of 12 pence per Share in
respect of each of the three financial years ended 31 December 2008. In the
current financial year the Company has paid a first interim dividend of 3 pence
per Share and a second interim dividend of 3 pence per Share.
Subject to unforeseen circumstances, it is the Board's aim to maintain a
dividend of 12 pence per Share for the current financial year. To achieve this,
the Directors intend to declare a third interim dividend of 3 pence per Share,
which will be payable, on 27 November 2009, to Shareholders on the Register at
the close of business on 23 October 2009. It is also intended that the normal
fourth interim dividend be split such that a fourth interim dividend of 1 penny
per Share be payable to Shareholders on the Register at the close of business
on 23 October 2009 and a fifth interim dividend of 2 pence per Share be payable
to Shareholders on the Register at the close of business on 29 January 2010.
Both the fourth and fifth interim dividends would be paid on 26 February 2010,
in accordance with the Company's historic dividend timetable. The purpose of
splitting the fourth interim dividend in this fashion is to ensure, so far as
possible, that income earned up to the Calculation Date is distributed to
existing Shareholders. This is an estimate of dividends only and is not
intended to be, and should not be taken as, a forecast of profits or dividends.
The Company's ability to pay dividends is currently enhanced by brought-forward
surplus management expenses, which eliminate its liability to corporation tax.
Depending on the extent of the Issue, the use of surplus management expenses to
offset the tax liability would be accelerated. The Issue would also result in
the Company's revenue reserves becoming available to the enlarged issued share
capital.
Expected timetable
Offer opens 6 October 2009
Admission and dealings in the New 8.00 a.m on 2 November 2009
Shares commence
Crest accounts credited with New Shares 2 November 2009
issued in uncertificated form
Definitive certificates despatched in week commencing 9 November 2009
respect of New Shares issued in
certificated form
All times and dates in the expected timetable may be adjusted by the Company.
Any changes to the timetable will be notified by publication of a notice
through a Regulatory Information Service.
Capitalised terms which are not defined in this announcement are defined in the
Prospectus.
A copy of the Prospectus has been submitted to the UK Listing Authority and
will shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at The Financial Services Authority, 25 The
North Colonnade, Canary Wharf, London E14 5HS.
Enquiries
Clive Nicholson, Chairman: 020 7065 4647
Guy Short, Invesco Asset Management Limited: 020 7065 3555
Robert Peel / Katie Standley, Winterflood Investment Trusts: 020 3100 0291/0297
Invesco Asset Management Limited
5 October 2009
END
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