Scheme of Reconstruction
May 31 2005 - 9:03AM
UK Regulatory
RNS Number:9349M
Edinburgh High Zero 2005 PLC
31 May 2005
EDINBURGH HIGH INCOME TRUST PLC, EDINBURGH HIGH ZEROS 2005 PLC, EDINBURGH INCOME
AND VALUE TRUST PLC AND EDINBURGH VALUE ZEROS PLC
RESULTS OF SCHEME OF RECONSTRUCTION
31 MAY 2005
In connection with the recommended scheme (the "Scheme") for the reconstruction
of Edinburgh High Income Trust plc, Edinburgh High Zeros 2005 plc, Edinburgh
Income and Value Trust plc and Edinburgh Value Zeros plc (the "Companies"),
under which the Companies' shareholders were given an opportunity to continue
their investment through Edinburgh New Income Trust plc ("Edinburgh New Income")
or to receive their entitlements in cash, the boards are pleased to announce the
following:
Results of Second Extraordinary General Meetings
At the second extraordinary general meetings of the Companies held today, all
resolutions proposed in respect of the Scheme were passed. The Companies have
therefore been placed into members' voluntary liquidation with Thomas Merchant
Burton and Patrick Joseph Brazzill of Ernst & Young LLP being appointed
liquidators of the Companies.
Entitlements under the Scheme
Shareholders' entitlements under the Scheme are:
* The terminal asset value, as defined under the terms of the Scheme, per
ordinary share of Edinburgh High Income Trust plc is 84.302134p;
* The final capital entitlement per zero dividend preference share of
Edinburgh High Zeros 2005 plc is 154.83p;
* The terminal asset value, as defined under the terms of the Scheme, per
ordinary share of Edinburgh Income and Value Trust plc is 130.947760p;
* The final capital entitlement per zero dividend preference share of
Edinburgh Value Zeros plc is 159.63p.
Scaling Back under the Scheme
Full acceptance of the applications under the placing (the "Placing") and the
Scheme for zero dividend preference shares of Edinburgh New Income ("New ZDP
Shares") would have resulted in a capital structure that differed from that
intended for Edinburgh New Income. It has therefore been necessary for the
following scaling back provisions to be applied:
* Applications under the Placing for New ZDP Shares have been scaled back
entirely and therefore such applicants have not been allocated any New ZDP
Shares; and
* Elections under the Scheme for New ZDP Shares have been scaled back so that
electors will receive approximately 61.22% of their election in New ZDP
Shares. The shares comprising the balance of such elections have been
deemed to have elected to receive cash at the relevant final capital
entitlement.
Results of Elections
The results of the elections received or deemed to have been received under the
Scheme were as follows:
* 5,777,300 ordinary shares of Edinburgh High Income Trust plc and 7,534,051
ordinary shares of Edinburgh Income and Value Trust plc were elected for
ordinary shares of Edinburgh New Income ("New Ordinary Shares);
* 3,004,280 ordinary shares of Edinburgh High Income Trust plc and 2,202,636
ordinary shares of Edinburgh Income and Value Trust plc were elected for
units of Edinburgh New Income comprising three New Ordinary Shares and one
New ZDP Share ("Units");
* 4,313,840 zero dividend preference shares of Edinburgh High Zeros 2005 plc
and 4,318,707 zero dividend preference shares of Edinburgh Value Zeros plc
were elected for New ZDP Shares;
* 22,859,426 ordinary shares of Edinburgh High Income Trust plc, 13,957,188
ordinary shares of Edinburgh Income and Value Trust plc, 13,247,562 zero
dividend preference shares of Edinburgh High Zeros 2005 plc and 11,201,293
zero dividend preference shares of Edinburgh Value Zeros plc were elected
or have been deemed to have elected for the option to receive cash under
the Scheme.
Edinburgh New Income Trust plc
As a result of the subscriptions accepted under the Scheme and the Placing:
* The proceeds before costs of the issue are expected to be approximately
#35.7 million;
* The share capital of Edinburgh New Income will comprise 20,519,056 New
Ordinary Shares and 15,166,618 New ZDP Shares, representing approximately
57.5% and 42.5% respectively of the issued capital. Of this share capital,
4,781,256 New Ordinary Shares and 1,593,752 New ZDP Shares will be issued
within Units.
Expected Timetable
It is expected that:
* Dealings in the New Ordinary Shares, New ZDP Shares and Units will commence
at 8 a.m. on 1 June 2005;
* CREST stock accounts will be credited with New Ordinary Shares, New ZDP
Shares and Units to be issued in uncertificated form at 8 a.m. on 1 June
2005;
* CREST cash accounts will be credited, and cheques despatched, in respect of
any elections or deemed elections under the Scheme for cash on 6 June 2005;
* Certificates for New Ordinary Shares, New ZDP Shares and Units will be
despatched on 6 June 2005.
For further information, please contact:
Ian Massie / William Hemmings
Aberdeen Asset Management
Tel. 0131 313 1000
Fiona Piper
Maitland
Tel: 020 7379 5151
This information is provided by RNS
The company news service from the London Stock Exchange
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