Taiwan Inv.Trust PLC - Winding-up/Reconstruct.Props.
23 Giugno 1999 - 10:42AM
UK Regulatory
RNS No 2481q
TAIWAN INVESTMENT TRUST PLC
23 June 1999
TAIWAN INVESTMENT TRUST PLC ("the Company")
Proposals for a winding-up and reconstruction
In the Report and Accounts for 1998 the Chairman of the
Company stated that if the discount at which the
Company's Shares have been trading did not narrow
significantly within a short period of time, then the
Directors would put alternative proposals to
Shareholders. Despite the narrowing of the discount to
the current level of approximately 20 per cent. the
Directors feel obliged to provide Shareholders an
opportunity to be able to decide the future of the
Company.
A circular is being sent to Shareholders today containing
proposals involving the winding up of the Company and the
ability for Shareholders and Warrantholders to receive
shares in the Taiwan Portfolio of Jupiter Tyndall Global
Fund and/or cash, through a redemption option, in respect
of their holding. Warrantholders will initially receive
shares in the Taiwan Portfolio equal to the net sum they
would have received if they have exercised their
subscription rights. These shares will be redeemed for
cash unless Warrantholders elect otherwise.
The proposals are conditional inter alia upon the total
amount due to Warrantholders not exceeding 4.5 per cent.
of the Residual Net Asset Value of the Company prior to
the deduction of the amount payable to Warrantholders.
Background to and reasons for the Proposals
Your Directors have been concerned about the level of
discount at which the Shares have traded compared to the
net asset value of the Company. This discount has varied
on a weekly basis between 10 per cent. and 31 per cent.
since 28th February 1998 up to 18th June 1999 the latest
practicable date prior to this announcement.
The Proposals are designed to give Shareholders and
Warrantholders the opportunity of realising a substantial
part of the net asset value of the Company and thereby
greatly reducing the discount to net asset value at which
the Company's Shares have been trading.
The Directors believe that the Proposals offer greater
choice and flexibility than a liquidation as they enable
Shareholders and Warrantholders to realise their
investment for an amount in cash approximately equal to
the amount they would have received if the Company were
simply wound up while also offering Shareholders and
Warrantholders the alternative of continuing their
investment in a successor vehicle.
The Directors believe that without the Company being
wound-up or reconstructed in some form the Shares may
continue to trade at a wide discount to the net asset
value of the Company.
Details of the Proposals
Under the Proposals, Shareholders and Warrantholders
(other than Non-Qualifying North American Holders) will
be entitled to exchange their investment in the Company
for shares in the Taiwan Portfolio of Jupiter Tyndall
Global Fund, an open-ended investment company
incorporated in Luxembourg and listed on the Luxembourg
Stock Exchange. Jupiter Tyndall Global Fund is advised by
Jupiter Asset Management (Bermuda) Limited.
Alternatively, Shareholders (other than North American
Holders) who wish to realise their investment in the form
of cash will receive Taiwan Portfolio Shares but may
choose to have their Taiwan Portfolio Shares redeemed in
whole or in part on the day following the Effective Date
by the Jupiter Tyndall Global Fund. Qualifying North
American Holders who do not elect to retain New Shares
will have their New Shares redeemed on the day following
the Effective Date and will receive cash. Non Qualifying
North American Holders will receive cash. Warrantholders
who do not elect to retain Taiwan Portfolio Shares will
have their Taiwan Portfolio Shares redeemed on the day
following the Effective Date and will receive cash.
Management, Advisory, Administration and Direct
Investment Agreements and Costs of the Proposals
If the Proposals are approved, the existing investment
management agreement between the Company and Jupiter
(Asia), the existing advisory agreement between the
Company and TI Limited and the existing administration
agreement between the Company and Jupiter Asset
Management (Bermuda) Limited and the existing direct
investment agreement between the Company, Jupiter Asset
Management Limited and Jupiter (Asia) will terminate on
the Effective Date. Compensation equivalent to two years'
fees will be paid to the parties in accordance with the
terms of those agreements except the direct investment
agreement for which compensation will be paid for the
period from 27th July 1999 to 29th April 2001.
The costs of the Proposals will be met by the Company and
excluding the contingency sum to be retained by the
Liquidators are estimated to be approximately 5.4 per
cent. of the Company's net assets as at 18th June 1999 of
126.2p per share. The effect of the crystallisation of
the Warrantholders' rights is to reduce the Company's net
assets by approximately 4.0p per Share, representing in
aggregate approximately 3.1 per cent. of the Company's
net assets.
By way of illustration, based on the net asset value of
126.2p per share as at the close of business on 18th June
1999 and the average market price of the Warrants for the
ten consecutive dealing days ended on 17th June 1999 of
19.9p the Residual Net Asset Value per Share would have
been 115.0p.
Effects of the warrants
The terms of the Warrants provide that, on a winding up
of the Company, if there would be a surplus available for
distribution to Shareholders which would exceed the
subscription price (as adjusted) under the terms of the
Warrants, then the Warrantholders will be treated as
though they had exercised their subscription rights the
day immediately prior to the winding up taking effect.
The Warrantholders are then entitled to receive cash out
of the assets available in the liquidation on the same
basis as the Shareholders less the adjusted subscription
price.
In the event of a winding up, the subscription price
payable by the Warrantholders is reduced. The reduction
in the subscription price is calculated by means of a
formula contained in the terms of the Warrants. For
illustrative purposes based on a Residual Net Asset Value
of 115.0p, 19.9p per Warrant would have been paid on the
application of the warrant terms on 18th June 1999.
In order to mitigate this effect, it is a condition
precedent to the Proposals that the Proposals will only
proceed if the total amount due to Warrantholders does
not exceed 4.5 per cent. of the Residual Net Asset Value
prior to the deduction of the amounts due to
Warrantholders. By way of illustration, if the Residual
Net Asset Value per Share (before deducting amounts due
to Warrantholders) is 119p, then the average price of a
Warrant for the 10 dealing days before adjustment cannot
exceed approximately 28.25p if the condition precedent is
to be met. If this condition is not met the resolution to
be proposed at the Second Extraordinary General Meeting
of the Company convened for 27th July 1999 will not be
put to the meeting and a resolution will be put to the
Meeting for an adjournment sine die.
Approval and implementation of the Proposals
The Proposals are conditional, inter alia, on the passing
by Shareholders of the special resolution to approve the
Scheme to be proposed at the First Extraordinary General
Meeting to be held at 10.00 am on 16th July 1999. If
this resolution is passed, the Scheme will, however, not
become effective until the passing of the special
resolution to wind-up the Company to be proposed at the
Second Extraordinary General Meeting and the satisfaction
of all other conditions to the Scheme. If the resolution
to wind up the Company is passed at the Second
Extraordinary General Meeting, the Liquidators will on
the same day enter into the Transfer Agreement and
transfer the assets of the Company equal to the Residual
Net Asset Value to the Taiwan Portfolio. The following
day Shareholders who elect to redeem the Taiwan Portfolio
Shares together with Warrantholders who have not elected
to retain their Taiwan Portfolio Shares will then become
entitled to receive from Jupiter Tyndall Global Fund
cash to the value of the New Shares with which they have
been issued. The Bank of Bermuda will dispatch cheques
to Shareholders who elect to receive cash and to
Warrantholders who do not elect to retain their New
Shares on 30th July 1999, or as soon as possible
thereafter.
Dealings and settlement
The last day of dealings on the London Stock Exchange in
the Shares and Warrants for normal account settlement
will be 12th July 1999. As from 13th July 1999, dealings
should be for cash settlement only and will be registered
only if documents of title are delivered immediately.
The Company's registers will be closed at 4.30 pm on 19th
July 1999.
Definitions used in this press announcement shall have
the same meaning as set out in the circular being
despatched to Shareholders and Warrantholders today.
Enquiries:
Philip Butt Jupiter Asset Management Limited 0171 412 0703
Ravi Anand HSBC Investment Bank plc 0171 336 2234
HSBC Investment Bank plc, which is regulated by The
Securities and Futures Authority Limited, is acting for
Taiwan Investment Trust PLC and for no one else and will
not be responsible to anyone other than Taiwan Investment
Trust PLC for providing the protections afforded to
customers of HSBC Investment Bank plc or for providing
advice in relation to the Proposals or any matter
referred to in this announcement.
END
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