Merger Update
May 11 2012 - 11:21AM
UK Regulatory
TIDMBPFA
BLUE PLANET FINANCIALS GROWTH & INCOME INVESTMENT TRUSTS NOs (1-10) PLC
(together "G&I" and each a "G&I Trust")
Merger Update
The Board is pleased to report that shareholders of G&I, Blue Planet
International Financials Investment Trust plc ("International") and Blue Planet
Worldwide Financials Investment Trust plc ("Worldwide") have overwhelmingly
voted in favour of the merger of the companies ("the Merger") with over 98% of
the votes cast at the first general meetings of the three companies which took
place on 19 April 2012, being in favour of it.
However, before the Merger can be completed International must first
restructure its share capital and split each of its 50p ordinary shares into a
1p ordinary share and a 49p deferred share. A meeting of International's
shareholders will shortly be convened to consider the resolution necessary to
give effect to this. The meeting is expected to be held in early June 2012 (the
"International Meeting"). International's largest shareholders (who accounted
for 95% of the votes cast at the general meeting on 19 April 2012) have given
irrevocable commitments to vote in favour of the resolution. Consequently, the
board is confident that it will be passed.
The meetings of G&I which were adjourned on 27 April 2012 and again on 9 May
2012 will now be held from 12.00 noon to 12.45pm on 18 May 2012 (the "Adjourned
Meetings") (this being the latest date on which the meetings can be held in
accordance with the Insolvency Act 1986). The Adjourned Meetings will consider
a special resolution to put each G&I Trust into liquidation immediately.
However, the Merger cannot be completed unless and until the resolution
proposed at the International Meeting which is expected to be held in early
June 2012 has been passed. Consequently, there is a risk, albeit a small one,
that if the resolution proposed at the International Meeting is not passed then
the G&I Trusts will be wound up and the Merger will not take place. The
directors need to draw your attention to that risk even though we do not think
that such an outcome is likely.
In respect of the Adjourned Meetings, the proxies received from Shareholders to
date have been overwhelmingly in support. These proxies will continue to be
effective, however, new or amended proxies will also be accepted until 12:45pm
on 16 May 2012 (this being 48 hours prior to the reconvened date of the
meetings). Additional forms of proxy or letters of direction (as the case may
be) can be obtained by contacting G&I's registrar on 0871 664 0321.
As a result of this delay to the Merger, the record date and calculation date
for the Merger are expected to move to the day before the International
Meeting. If, as expected, the Merger completes in early June 2012,
International shares will be issued to Shareholders on the date of the
International Meeting and it is expected that these will be admitted to trading
the following business day and with new share certificates being dispatched
approximately seven days thereafter. Cancellation of the listing of G&I's
shares is, therefore, expected to take effect on 20 June 2012.
The above announcement applies equally to each of the following ten Trusts
Company Name ISIN SEDOL PIC Code
Blue Planet Financials
Growth & Income Investment
Trust No.1 plc GB00B19PPL85 B19PPL8 GB BPFA LN
Blue Planet Financials
Growth & Income Investment
Trust No.2 plc GB00B19PPN00 B19PPN0 GB BPFC LN
Blue Planet Financials
Growth & Income Investment
Trust No.3 plc GB00B19PPP24 B19PPP2 GB BPFE LN
Blue Planet Financials
Growth & Income Investment
Trust No.4 plc GB00B19PPQ31 B19PPQ3 GB BPFG LN
Blue Planet Financials
Growth & Income Investment
Trust No.5 plc GB00B19PPT61 B19PPT6 GB BPFI LN
Blue Planet Financials
Growth & Income Investment
Trust No.6 plc GB00B19PPV83 B19PPV8 GB BPFK LN
Blue Planet Financials
Growth & Income Investment
Trust No.7 plc GB00B19PPW90 B19PPW9 GB BPFM LN
Blue Planet Financials
Growth & Income Investment
Trust No.8 plc GB00B19PPX08 B19PPX0 GB BPFO LN
Blue Planet Financials
Growth & Income Investment
Trust No.9 plc GB00B19PQ150 B19PQ15 GB BPFQ LN
Blue Planet Financials
Growth & Income Investment
Trust No.10 plc GB00B19PQG08 B19PQG0 GB BPFS LN
Company secretary and administrator for G&I:
Blue Planet Investment Advisers Ltd
Telephone: +44 (0)131 466 6666
Email: info@bpia.eu
END
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