Result of Meeting
29 1월 2002 - 1:34AM
UK Regulatory
RNS Number:6112Q
Schroder Split Fund PLC
28 January 2002
28 January 2002
Results of Meeting, Elections, Terminal Asset Values and Entitlements under the
Recommended Proposals for the Winding-Up and Reconstruction of the Company
The Board of Schroder Split Fund plc (the "Company") announces the following:
Result of Meeting
The special resolution and the extraordinary resolution for the Company's
winding up and the appointment of the Liquidators were proposed and unanimously
passed at the Second Extraordinary General Meeting of the Company held today.
Results of Elections
Valid elections or deemed elections (before scaling back) under the Scheme were
received as follows:
Zero Dividend Preference Shares
• Holders of 12,974,186 ZDP Shares (34.5%) elected or were deemed to have
elected to receive zero dividend preference shares in Schroder Split ZDP plc
("Subco Zero Dividend Preference Shares");
• Holders of 342,730 ZDP Shares (0.9%) elected to receive income units in
the Schroder Corporate Bond Fund ("Bond Fund Units");
• Holders of 23,344,006 ZDP Shares (64.6%) elected to receive their
entitlement in cash through the special purpose vehicle (the "Cashco
Option").
Income Shares
• Holders of 32,951,897 Income Shares (58.3%) elected or were deemed to have
elected to receive ordinary shares in Schroder Split Investment Fund plc
("Newco Ordinary Shares");
• Holders of 4,259,974 Income Shares (7.5%) elected to receive Bond Fund
Units;
• Holders of 19,366,668 Income Shares (34.2%) elected for the Cashco Option.
Capital Shares
• Holders of 3,097,309 Capital Shares (11.0%) elected or were deemed to have
elected to receive Newco Ordinary Shares;
• Holders of 3,641,255 Capital Shares (12.9%) elected to receive Subco Zero
Dividend Preference Shares;
• Holders of 166,785 Capital Shares (0.6%) elected to receive Bond Fund
Units;
• Holders of 812,012 Capital Shares (2.9%) elected to receive accumulation
units in the Schroder UK Active Value Fund ("Active Value Fund Units");
• Holders of 20,462,839 Capital Shares (72.6%) elected for the Cashco
Option.
Scaling back
In order to achieve the required 3:2 ratio of Newco Ordinary Shares to Subco
Zero Dividend Preference Shares within the capital structure of the Newco Group
(as set out in the Prospectus), it has been necessary to scale back as follows
the prospective allotments of Subco Zero Dividend Preference Shares under the
Scheme:
• Of the ZDP Shares which elected for Subco Zero Dividend Preference Shares,
12,100,489 (93.3%) will receive Subco Zero Dividend Preference Shares and
873,697 (6.7%) will be deemed to have elected for Bond Fund Units;
• Of the Capital Shares which elected for Subco Zero Dividend Preference
Shares, 3,396,005 (93.3%) will receive Subco Zero Dividend Preference Shares
and 245,250 (6.7%) will be deemed to have elected for Bond Fund Units.
Individual entitlements to Subco Zero Dividend Preference Shares and Bond Fund
Units will be calculated on a pro rata basis.
As stated in the Circular, preference has been given to entitlements to Subco
Zero Dividend Preference Shares under the Scheme. Consequently applications
under the Offer for Subscription and Placing have been subject to 100% scaling
back.
Reclassified Shares
In accordance with the terms of the Scheme, application has been made to the
London Stock Exchange and the UK Listing Authority for the Reclassified Shares
to be admitted to the Official List on 28 January 2002. Listing of and dealings
in the Reclassified Shares is expected to be suspended at 7.30 a.m. on 29
January 2002.
Terminal Asset Values
The Terminal Asset Value ("TAV") per Share, calculated in accordance with the
terms of the Scheme as at the close of business on 25 January 2002, were 202.76p
per ZDP Share, 111.86p per Income Share and 86.36p per Capital Share.
Cashco Option
Shareholders who elected for the Cashco Option will receive an amount in cash
calculated by reference to the value of the Company's assets at the close of
business on 25 January 2002, as represented by the Terminal Asset Value stated
above. Cheques in respect of such amounts are expected to be despatched, and
CREST participants credited through the CREST system, on or as soon as
practicable after 30 January 2002.
Shareholders should note that the actual amount of cash received by Income
Shareholders and Capital Shareholders who have elected for the Cashco Option may
differ to the relevant TAV as a result of movements in the value of the
Company's assets between the Calculation Date and the Effective Date.
Entitlements under the Proposals
The following are the expected entitlements for cash and/or securities under the
Scheme.
ZDP Shares
• For every 1,000 ZDP Shares elected or deemed to have been elected for
Subco Zero Dividend Preference Shares, 1,891 Subco Zero Dividend Preference
Shares and £135.85 invested into Bond Fund Units;
• For every 1,000 ZDP Shares elected for Bond Fund Units, £2,027.60 invested
into Bond Fund Units;
• For every 1,000 ZDP Shares elected for the Cashco Option, £2,027.60.
Income Shares
• For every 1,000 Income Shares elected or deemed to have been elected for
Newco Ordinary Shares, 1,153 Newco Ordinary Shares;
• For every 1,000 Income Shares elected for Bond Fund Units, £1,118.60
invested into Bond Fund Units;
• For every 1,000 Income Shares elected for the Cashco Option, £1,118.60
(subject to possible variation as described above).
Capital Shares
• For every 1,000 Capital Shares elected or deemed to have been elected for
Newco Ordinary Shares, 890 Newco Ordinary Shares;
• For every 1,000 Capital Shares elected for Subco Zero Dividend Preference
Shares, 805 Subco Zero Dividend Preference Shares and £57.86 invested into
Bond Fund Units;
• For every 1,000 Capital Shares elected for Bond Fund Units, £863.65
invested into Bond Fund Units;
• For every 1,000 Capital Shares elected for Active Value Fund Units,
£864.36 invested into Active Value Fund Units;
• For every 1,000 Capital Shares elected for the Cashco Option, £863.65
(subject to possible variation as described above).
Restricted Shareholders
Restricted Shareholders will be given cash in respect of their entire holding,
such amounts to be calculated based on the Terminal Asset Values per Share
detailed above.
Liquidation Fund
To the extent that any part of the Liquidation Fund is not required to meet the
Company's liabilities, the cash balance remaining in the hands of the
Liquidators will be paid as one or more Liquidation Distributions, one third to
Income Shareholders and the remaining two thirds to Capital Shareholders, in
both cases to Shareholders on the register of members at the close of business
on 28 January 2002. Such distributions would be calculated pro rata to the
respective shareholdings, provided that if any such amount otherwise payable to
any Shareholder is less than £3 it will not be paid to the Shareholder but will
be transferred to Newco.
Newco Group
As a result of the above elections under the Scheme and of the Placing and Offer
for Subscription detailed in the Prospectus, the Initial Gross Assets (before
expenses) of the Newco Group are expected to be £79.6 million, comprised of
£40.0 million of Newco Ordinary Shares, £27.5 million of Subco Zero Dividend
Preference Shares and £12.1 million in bank debt.
The issued listed share capital of the Group is expected to comprise 41.2
million Newco Ordinary Shares and 27.5 million Subco Zero Dividend Preference
Shares. Dealings in the Newco Ordinary Shares and Subco Zero Dividend Preference
Shares are expected to commence on 31 January 2002.
Bond Fund and UK Active Value Fund
Contract notes in respect of issued units in the Bond Fund and the UK Active
Value Fund are expected to be posted on 29 January 2002. Any enquiries regarding
these funds should be addressed to Schroder Investor Services on 0800 718 777.
Enquiries:
Schroder Investment Management Limited
Philip Middleton
Tel: 020 7658 3714
HSBC Investment Bank plc
Tom Durie/Nathan Brown
Tel: 020 7336 2004/4331
Notes:
The defined terms used in this announcement shall have the same meanings as
those set out in the Circular despatched to Shareholders dated 20 December 2001.
HSBC Investment Bank plc, which is regulated by the Financial Services
Authority, is acting for Schroder Split Fund plc, Schroder Split Investment Fund
plc and Schroder Split ZDP plc and for no-one else and will not be responsible
to anyone other than Schroder Split Fund plc, Schroder Split Investment Fund plc
and Schroder Split ZDP 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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