Publication of Circular
February 25 2011 - 10:18AM
UK Regulatory
TIDMGIR
25 February 2011
GARTMORE IRISH GROWTH FUND PLC (THE "COMPANY")
PUBLICATION OF CIRCULAR
Further to the announcement made by the Company on 21 December 2010, the
Company has today issued a circular (the "Circular") to its shareholders
("Shareholders") in connection with recommended proposals for the winding up
and reconstruction of the Company (the "Proposals").
The Proposals
Under the Proposals, which will be effected by way of a scheme of
reconstruction of the Company under section 110 of the Insolvency Act 1986,
Shareholders will be able to elect:
* to realise all or some of their investment in the Company for cash (the
"Cash Option"); or
* to roll over all or some of their investment into shares in the
Threadneedle Pan European Smaller Companies Fund (the "Threadneedle
Rollover Option").
The Threadneedle Pan European Smaller Companies Fund is a sub-fund of
Threadneedle Investment Funds, a UK authorised open-ended investment company
which is also recognised by the Central Bank of Ireland as eligible to be
marketed in the Republic of Ireland.
Because the Board is not able to offer Shareholders the opportunity to roll
their investment into an investment trust with the same policy as that of the
Company, the Board has determined that Shareholders who do not elect for the
Threadneedle Rollover Option should receive cash. Shareholders who do not make
a valid Election will be deemed to have elected for the Cash Option in respect
of their entire holding of Shares.
Shareholders who have a registered address (or who are resident in or citizens
of jurisdictions) outside the United Kingdom, the Republic of Ireland, the
Channel Islands and the Isle of Man will also be deemed to have made an
election for cash unless they are able to satisfy the Company and the
Threadneedle ACD that they are permitted to hold Threadneedle Fund Shares
without breaching the laws of any relevant jurisdictions.
The Circular contains details of the action which Shareholders should take in
order to make elections under the Proposals.
Final interim dividend
The Company intends to pay a final interim dividend to the extent required to
comply with its approval as an investment trust under section 1158 of the
Corporation Tax Act 2010. The Board will announce the level of the Final
Interim Dividend in due course and it will be paid prior to the Scheme becoming
effective.
General Meetings
The implementation of the Proposals will require Shareholders to vote in favour
of resolutions to be proposed at general meetings of the Company (the "General
Meetings") which have been convened for 12.30 p.m. on 22 March 2011 and
9.30 a.m. on 30 March 2011. The notices convening the General Meetings, which set
out in full the terms of the resolutions which are to be proposed, are set out
in the Circular. The General Meetings will be held at the offices of Gartmore
Investment Limited, Gartmore House, 8 Fenchurch Place, London EC3M 4PB.
Expected Timetable
2011
Expected ex-dividend date for final interim 9 March
dividend
Expected record date for final interim dividend 11 March
Latest time and date for receipt of Voting 5 p.m. on 14 March
Direction Forms and Letters of Election from
Savings Scheme Participants
Date from which it is advised that dealings in 18 March
Shares should only be for cash settlement and
immediate delivery of documents of title
Latest time and date for receipt of Forms of 12.30 p.m. on 18 March
Election or TTE Instructions (for the
Threadneedle Rollover Option only) from
Shareholders
Latest time and date for receipt of Forms of 12.30 p.m. on 18 March
Proxy from Shareholders in respect of the First
General Meeting
Shares disabled in CREST* 6.00 p.m. on 18 March
First General Meeting 12.30 p.m. on 22 March
Final interim dividend expected to be paid to 22 March
Shareholders
Record Date for the calculation of close of business on 22 March
Shareholders' entitlements under the Scheme
Shares reclassified as Reclassified Shares in 8.00 a.m. on 23 March
the Official List and dealings in Reclassified
Shares commence**
Latest time and date for receipt of Forms of 9.30 a.m. on 28 March
Proxy from Shareholders in respect of the
Second General Meeting
Calculation Date close of business on 29 March
Listing of Reclassified Shares on the Official 7.30. a.m. on 30 March
List suspended
Second General Meeting 9.30 a.m. on 30 March
Effective Date for implementation of the Scheme 30 March
and commencement of the liquidation
Dealings in Threadneedle Fund Shares commence 31 March
Contract notes in respect of Threadneedle Fund 31 March
Shares issued under the Scheme despatched to (or as soon as practicable
Shareholders entitled thereto thereafter)
Cheques expected to be despatched and CREST week commencing 4 April
payments made to Shareholders in respect of
cash elections under the Scheme
Cheques expected to be despatched and CREST week commencing 11 April
payments made to Savings Scheme Participants in
respect of cash elections under the Scheme
Cancellation of listing of Reclassified Shares 8 a.m. on 30 March 2012
on the Official List**
* For the avoidance of doubt, the Company's register of members will remain
open until the Effective Date.
** Reclassified Shares are a technical requirement of the Scheme and will be
created if the resolutions to be proposed at the First General Meeting are
passed and become effective.
Each of the times and dates in the expected timetable may be extended or
brought forward without further notice. If any of the above times and/or dates
change, the revised time(s) and/or date(s) will be notified to Shareholders by
an announcement through a Regulatory Information Service provider. Words and
expressions defined in the Circular have the same respective meanings in the
above expected timetable.
A copy of the Circular will shortly be submitted to the National Storage
Mechanism and will shortly be available for inspection at http://
www.hemscott.com/nsm.do
Enquiries:
Harry Sheridan Gartmore Irish Growth Fund Tel: +353 862 53 7681
(Chairman) PLC
Robin Archibald Winterflood Investment Tel: +44 (0)20 3100 0290
Trusts
END
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