HENDERSON INVESTMENT FUNDS LIMITED
HENDERSON HIGH INCOME TRUST PLC
LEGAL ENTITY IDENTIFIER 213800OEXAGFSF7Y6G11
30 May 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA
Henderson High Income Trust plc (the "Company" or "HHIT")
Publication of Circular including Notice of General Meeting and Prospectus
On 17 March 2017, the Company announced the following proposals (the "Proposals"):
(i) that it had agreed heads of terms with Threadneedle UK Select Trust Limited ("UKT") and Henderson Investment Funds Limited ("Henderson") in respect of the issue, in consideration for the transfer of part of the assets and undertaking of UKT to the Company, of new ordinary shares in the Company ("New Shares") to UKT Shareholders who elect (or who are deemed to elect) to rollover their investment in UKT, to be effected by way of a scheme of reconstruction and voluntary winding up of UKT (the "Scheme"); and
(ii) that the Company intends, in addition to the issue of New Shares in connection with the Scheme, to put in place a prospectus for a 12 month share issuance programme (the "Share Issuance Programme"), which would enable the Company to issue further New Shares commencing with an initial placing and offer for subscription (the "Initial Placing and Offer") to complete at the same time as the Scheme. The New Shares to be issued pursuant to the Initial Placing and Offer will be issued at a one per cent. premium to the HHIT FAV. Further issues of New Shares under the Share Issuance Programme will only be carried out where the Board considers such issues are in the best interests of Shareholders and at a price determined by the Board at the time of such issue.
The Company has today published a circular, including a notice of general meeting (the "Circular") and prospectus (the "Prospectus") in connection with the Proposals.
The Circular provides the details and benefits of the Proposals and the reasons why Shareholders are recommended to vote in favour of the Resolutions to be proposed at the general meeting to be held at the registered office of the Company, 201 Bishopsgate, London EC2M 3AE, at 2.00 p.m. on 20 June 2017 (the "General Meeting").
Benefits of the Proposals
The Directors consider that the Proposals have the following benefits.
§ The size of the Company's asset base will be increased, spreading its fixed costs over a larger capital base thereby potentially reducing the ongoing charges ratio.
§ The liquidity of the Ordinary Shares on the secondary market should potentially improve to the benefit of all Shareholders.
§ Existing Shareholders and new investors will get an opportunity to invest in the Company in a cost effective manner due to the economies of scale resulting from the issue of New Shares under the Scheme and the costs contribution from Henderson (as set out below).
Conditions of the Proposals
The Scheme Issue is conditional upon, inter alia, (i) the approval by Shareholders of the ordinary resolution to authorise the Directors to allot the relevant New Shares; (ii) the Scheme being approved by UKT Shareholders; and (iii) the directors of UKT resolving to proceed with the Scheme.
The Initial Placing and Offer, which are not underwritten, are conditional upon, inter alia, the approval by Shareholders of the ordinary and special resolutions to authorise the Directors to allot the relevant New Shares on a non-pre-emptive basis.
Costs and expenses
Henderson has agreed to make a contribution to the costs of the Company participating in the Scheme, equating to a sum that is equivalent to 18 months base management fee of the total assets that rollover from UKT into the Company. The financial value of this amount will first be credited against the proportion of the costs incurred by the Company in respect of the Proposals represented by the New Shares issued to UKT Shareholders and the balance (if any) will be paid to UKT. Henderson has further agreed to underwrite all such costs to the extent not covered by the 18 months base management fee equivalent contribution described above. These costs will not include the costs of investing the proceeds (such as any stamp duty).
In addition, Henderson has agreed to make a contribution to the Company in relation to all of the Company's costs associated with the Initial Placing and Offer, to the extent that these costs are not covered by the one per cent. premium to the HHIT FAV per Share charged on the New Shares issued pursuant to the Initial Placing and Offer. These costs will not include the costs of investing the proceeds (such as any stamp duty).
Therefore, Henderson will be underwriting all of the Company's costs in relation to the Scheme, Initial Placing and Offer. Accordingly, the Company will not bear any costs in putting in place the Prospectus, participating in the Scheme and issuing Shares under the Initial Placing and Offer. It is expected that any costs incurred in connection with the Share Issuance Programme in the future will be at least covered by the premium at which New Shares are issued.
Admission and dealings
Application will be made to the UK Listing Authority for the New Shares to be admitted to the premium segment of the Official List. Application will also be made to the London Stock Exchange for the New Shares to be admitted to trading on the Main Market. If the Proposals become effective, it is expected that the New Shares issued pursuant to the Scheme and the Initial Placing and Offer will be admitted to the Official List on, and the first day of dealings in such shares on the Main Market will be, 29 June 2017. It is expected that admissions in relation to further issues under the Share Issuance Programme will become effective, and dealings in the relevant New Shares will commence, during the period from 29 June 2017 to 29 May 2018.
The New Shares will be in registered form. Temporary documents of title will not be issued. The ISIN of the Ordinary Shares is GB0009580571. UKT Shareholders who hold their UKT Shares in uncertificated form and who elect (or are deemed to elect) to receive New Shares pursuant to the Scheme will receive New Shares in uncertificated form on 29 June 2017. Certificates in respect of New Shares to be issued to UKT Shareholders who hold their UKT Shares in certificated form and who elect (or are deemed to elect) to receive New Shares pursuant to the Scheme will be despatched in the week commencing 10 July 2017. New Shares will be issued to investors under the Share Issuance Programme through the CREST system unless otherwise stated. The New Shares will be eligible for settlement through CREST with effect from Admission.
Fractional entitlements to New Shares will not be issued pursuant to the Initial Placing and Offer and entitlements will be rounded down to the nearest whole number.
Expected timetable
|
2017 |
General Meeting of the Company |
|
Latest time and date for receipt of Voting Instruction Forms |
2.00 p.m. on 9 June |
Latest time and date for receipt of Forms of Proxy from Shareholders |
2.00 p.m. on 16 June |
General Meeting |
2.00 p.m. on 20 June |
Issue of new Ordinary Shares to UKT Shareholders |
|
Calculation Date for the Scheme |
close of business on 26 June |
Results of Scheme announced |
28 June |
Effective Date for implementation of the Scheme and commencement of the voluntary winding up of UKT |
28 June |
Admission to listing and dealings commence in the Scheme New Shares |
8.00 a.m. on 29 June |
Issue of new Ordinary Shares under the Share Issuance Programme |
|
Share Issuance Programme, including the Initial Placing and Offer, opens |
30 May |
Initial Placing and Offer |
|
Latest time and date for receipt of Application Forms under the Offer |
3.00 p.m. on 26 June |
Latest time and date for receipt of commitments under the Initial Placing |
3.00 p.m. on 26 June |
Initial Placing and Offer Price announced |
28 June |
Results of Initial Placing and Offer announced |
28 June |
Admission and dealings commence in the New Shares issued pursuant to the Initial Placing and Offer |
8.00 a.m. on 29 June |
New Shares issued pursuant to the Initial Placing and Offer issued in uncertificated form credited to CREST accounts |
29 June |
Share certificates in respect of the New Shares issued pursuant to the Initial Placing and Offer despatched (if applicable) |
week commencing 10 July |
Further issues under the Share Issuance Programme |
|
Admission and dealings in New Shares issued pursuant to Share Issuance Programme Issues commence |
29 June 2017 to 29 May 2018 |
Publication of Share Issuance Programme Price in respect of each Share Issuance Programme Issue |
as soon as practicable following each Share Issuance Programme Issue |
Admission and crediting of CREST accounts in respect of New Shares issued pursuant to each Share Issuance Programme Issue |
8.00 a.m. on each Business Day New Shares are issued pursuant to each Share Issuance Programme Issue |
Share certificates in respect of New Shares issued pursuant to each Share Issuance Programme Issue despatched (if applicable) |
approximately one week following the admission of any New Shares issued pursuant to each Share Issuance Programme Issue |
Share Issuance Programme closes |
29 May 2018 |
|
|
Notes: |
|
(1) The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service. |
(2) All references to times in this document are to London times. |
Board recommendation
The Board considers the Proposals to be in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings which total 85,000 Ordinary Shares (representing 0.076 per cent. of the total voting rights in the Company exercisable at the General Meeting).
Definitions
Defined terms used in this announcement have the meanings given in the Prospectus unless the context otherwise requires.
This announcement does not contain all the information which is contained in the Prospectus or Circular and Shareholders should read the Prospectus and the Circular before voting on the Proposals or participating in the Share Issuance Programme.
A copy of the Circular and Prospectus published in connection with the Proposals will shortly be available for inspection at the National Storage Mechanism which is located at www.morningstar.co.uk/uk/NSM. The documentation will also shortly be available in electronic format on the Company's website at www.hendersonhighincome.com.
Enquiries:
Douglas Armstrong
Dickson Minto W.S.
Tel: + (0) 20 7649 6823
Hannah Blackmore
Company Secretary
Henderson High Income Trust plc
Telephone: 020 7818 2077
James de Sausmarez
Director and Head of Investment Trusts
Janus Henderson Investors
Telephone: 020 7818 3349
Notes
This announcement is for information purposes only and does not purport to be full or complete and any decision regarding the Proposals should be made only on the basis of the Circular and the Prospectus.
This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investment in any jurisdiction, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor.
The issue and the distribution of this announcement, the Circular and/or the Prospectus in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to this announcement, the Circular and/or the Prospectus comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
