16 September 2020
PREMIER GLOBAL INFRASTRUCTURE TRUST PLC (“PGIT” or the “Company”)
PGIT SECURITIES 2020 PLC (“PGIZ”)
(together, the “Group”)
Publication of Circular, Notice of General Meeting and zero dividend preference (“ZDP”) share Class Meeting (together, the “Notice of Meetings”) in relation to proposed amendment to the Company’s investment policy and name change
Update regarding PGIZ’s scheduled wind up
The Company announces that it will today post to its ordinary shareholders in PGIT and ZDP shareholders in PGIZ (together, the “Shareholders”) a circular (the “Circular”) in relation to the Company seeking approval from Shareholders to amend its investment policy and, if the Company’s new investment policy is adopted, to change its name to Premier Miton Global Renewables Trust PLC (together, the “Proposals”).
These changes will see the Company move away from its previous emphasis on investments in equity and equity-related securities of companies operating in the energy and water sectors generally, as well as other generic infrastructure investments, to a more targeted investment proposition that is dedicated to renewable energy and sustainable infrastructure investments.
The Board believes that this change in investment strategy will build on the Company's current investments in the renewable energy sector, as well as its other related sustainable infrastructure investments, and will best secure the Company's future success by affording existing and potential new ordinary shareholders the opportunity to access attractive financial investments in the growing renewable energy market, which has significant investment capacity.
The proposed amendments to the Company’s investment policy are set out in the Appendix to this announcement.
Implementation of the Proposals requires the approval of ordinary shareholders and is therefore conditional on the passing of the resolutions to approve the change in investment policy and name that will be proposed at a general meeting to be held at 12:10 p.m. (or, if later, immediately after the conclusion of the ZDP class meeting) on 9 October 2020, notice of which is set out in the Circular.
In addition, any material change to the Company's investment policy may only be made with the prior sanction of ZDP shareholders in PGIZ, the Company's subsidiary. As such, the change to the Company's investment policy is also conditional on the passing of a resolution that will be proposed at a separate ZDP class meeting to be held at 12:00 p.m. on 9 October 2020, notice of which is also set out in the Circular.
The Circular, Notice of Meetings, together with the forms of proxy, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and will also be available to download from the Company's website https://www.premierfunds.co.uk/premier-global-infrastructure-trust-plc. Each of the documents may also be obtained from the Company Secretary.
Update regarding PGIZ’s scheduled wind up
The Company also provides a separate update in relation to PGIZ.
Following the approval by the Company’s shareholders of the resolution at this year's annual general meeting to continue the Company’s life until the annual general meeting in 2025, the Board has considered the various options that may be available for refinancing the ZDP shares nearer to the scheduled winding up of PGIT Securities 2020 PLC on 30 November 2020. It is noted that upon its scheduled winding up ZDP shareholders in PGIT Securities 2020 PLC have a right to receive a final capital entitlement of 125.6519p per ZDP Share (approximately £30.2 million in total).
The options being considered by the Board include the issuance by the Group of a follow-on zero dividend preference share, to allow ZDP shareholders who wish to do so the opportunity to roll over their investment into a similar investment, for which the Board believes there would be sufficient demand.
Against this background, the Board has requested the Group’s manager, Premier Fund Managers Limited, and its financial adviser, Nplus1 Singer Advisory LLP, to consult with certain of the Group’s ZDP shareholders to ascertain their views. A further announcement will be made regarding the feedback from these consultations in due course.
|Premier Fund Managers Limited||+ 44 (0) 1483 30 60 90|
|James Smith |
|N+1 Singer||+44 (0) 20 7496 3000|
|James Maxwell |
If approved by ZDP shareholders at the ZDP class meeting and ordinary shareholders at the general meeting, the Company's investment policy will be restated, as will the means by which the Company will achieve its investment objective, as follows with effect from the end of the general meeting:
The investment objectives of the Company are to achieve a high income from, and to realise long-term growth in the capital value of its portfolio. The Company seeks to achieve these objectives by investing principally in equity and equity related securities of companies operating primarily in the renewable energy sector, as well as other sustainable infrastructure investments.
The investment policy of the Company is that, in normal market conditions, the portfolio of the Company should consist primarily of a diversified portfolio of equity and equity-related securities of companies operating in the renewable energy sector, as well as other sustainable infrastructure investments. There are no restrictions on the proportion of the portfolio of the Company which may be invested in any one geographical area or asset class but no more than 15 per cent. of the Company’s assets, at the time of acquisition, will be invested in securities issued by any investee company. The Company may also invest up to 15 per cent. of its gross assets in investment companies provided they themselves invest in renewable energy and other sustainable infrastructure. However, not more than 10 per cent. of the Company’s gross assets may be invested in other UK listed closed-ended investment funds unless such funds themselves have published investment policies to invest not more than 15 per cent. of their total assets in other UK listed closed-ended investment funds (provided they themselves invest in renewable energy and other sustainable infrastructure). The Company may invest up to 15 per cent. of its gross assets in unquoted securities.
There are no borrowings under financial instruments or the equivalent of financial instruments but investors should be aware of the gearing effect of ZDP shares within the Group’s capital structure. The Company’s policy is not to employ any gearing through long-term bank borrowing. The Group can, however, employ gearing through the issue of ZDP shares by a subsidiary of the Company. The Group is not subject to a maximum level of such gearing save that the number of new ZDP shares that may be issued is limited by the applicable cover test in respect of those ZDP shares.
The Company will manage and invest its assets in accordance with its published investment policy. Any material change to this policy will only be made with the approval of ordinary Shareholders by ordinary resolution and the prior sanction of a special resolution of ZDP shareholders, unless otherwise permitted by the Listing Rules.