Scot.National Tst. - Offer by Aberdeen Prefd-Pt.4
09 Juli 1998 - 9:37AM
UK Regulatory
RNS No 0927p
SCOTTISH NATIONAL TRUST PLC
9th July 1998
PART 4
PRINCIPAL ASSUMPTIONS
Save as otherwise stated, the dividend forecast by the
Directors contained in PART 2 above, the return statistics
in relation to the Abpref Group Securities which are
included for illustrative purposes only, and other relevant
financial information and statistics contained in this
announcement have been based or calculated on the following
principal bases and assumptions, namely that:
1. Acceptances are received for the Offers as follows:
35 per cent. of the SNT 5 per cent. electing for new
Stepped Preference Shares ZDP Shares
30 per cent. electing for new
Ordinary Shares
21 per cent. of the SNT all electing for new ZDP
Zeros Shares
45 per cent. of the SNT all electing for new Ordinary
Income Shares Shares
13 per cent. of the SNT all electing for Subordinated
Capital Shares Loan Stock
2. The Offers become unconditional in all respects and
proceeds are received from the winding-up of SNT on 30
September 1998 as follows; 171p in respect of each SNT
Stepped Preference Share; 325p in respect of each SNT
Zero; 100p in respect of each SNT Income Share; and 218p
in respect of each SNT Capital Share;
3. Pursuant to the Placing, 15.95 million new Ordinary
Shares are issued at 160p per share; 3 million new ZDP
Shares are issued at 224p per share; the Placing becomes
effective on 30 September 1998 and all cash proceeds
therefrom are received by the Group on that date;
4. The total assets of the Abpref Group at 30 June 1998 were
#141 million;
5. The expenses (including stamp duty and irrecoverable VAT)
relating to the implementation of the Placing and the
Offers do not exceed #5.6 million, are borne by Abpref
and are charged to capital;
6. The rate of advance corporation tax remains at the rate
of 20/80ths of the net dividend, and tax credits
associated with franked investment income received by
Abpref remain at the rate of 20/80ths up to and including
5 April 1999; thereafter, there is no advance
corporation tax and UK dividend income received by Abpref
does not include a tax credit; the standard rate of
corporation tax payable by Abpref remains at 31 per
cent.; no corporation tax on capital gains is payable by
Abpref or Abpref Securities; no stamp duty or stamp duty
reserve tax is payable in respect of the transfer of
assets from Abpref Securities to Abpref following the
issue of the new ZDP Shares; and no other changes occur
in relevant taxation law and practice;
7. The terms of the management agreement between Abpref and
Aberdeen Asset Managers are not amended prior to 31
March 2003; 60 per cent. of the management fee (and
irrecoverable VAT thereon) and of interest payable by the
Abpref Group is charged to revenue account and 40 per
cent. to capital account; and all administrative expenses
other than the management fee are charged to revenue
account;
8. Abpref's bank borrowings are increased by #60 million as
at 30 September 1998 and bear interest at 7.6 per cent.
per annum and Abpref incurs no further borrowing after
that date;
9. Substantially the whole of the net revenue of Abpref is
available for distribution in each year and is
distributed;
10.Abpref's investment assets are divided into five
portfolios whose size and assumed growth characteristics
are as follows:
Income Convertible Convertible Fixed Offshore
Share preference loan stock interest portfolio
portf. share stock portfolio
portfolio portfolio
Percentage of assets (%) 44 20 11 11 14
Capital growth (% p.a.) 6.0 2.0 2.0 0.0 6.0
Revenue growth (% p.a.) 5.0 2.0 2.0 0.0 5.0
Yield (% p.a.) 7.4 ** 6.8 *** 8.0 8.5 * 8.85
Income type Franked Franked Unfranked Unfranked Unfranked
* Gross redemption yield calculated on an annual basis.
** Income receivable up to and including 5 April 1999, 9.25 per cent. per
annum.
*** Income receivable up to and including 5 April 1999, 8.5 per cent. per
annum.
11. The rate of growth in the retail prices index (all items) is 3 per cent.
per annum;
12. The predetermined capital growth of the ZDP Shares and the RPI-linked
uplift in respect of the repayment of the Debenture Stock are allocated 100
per cent. to capital;
13. The winding up of Abpref Securities on 31 March 2003 does not involve any
significant expenses or, except for the repayment of the amounts due in
respect of the ZDP Shares, otherwise reduce the assets of Abpref;
14. Neither Abpref nor Abpref Securities issues any shares other than
pursuant to the Offers and the Placing;
15. There is no material change in the market value of the intended
investments of Abpref and Abpref Securities before the date of receipt of the
net proceeds of the SNT Shares in SNT's liquidation and the Placing; and
16. The Redemption Yield of the Abpref Ordinary Shares is calculated on a
quarterly compounded basis and is then expressed as an equivalent annual
compound rate; the Redemption Yield of the Abpref ZDP Shares is calculated on
the basis of the number of elapsed days from 30 September 1998 to the
repayment date of 31 March 2003 and expressed as an annual rate; and the
Redemption Yield of the Subordinated Loan Stock is calculated on a semi-annual
basis.
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