RNS No 0979t
SCOTTISH NATIONAL TRUST PLC
9th July 1998
PART 6
CALCULATION OF THE FORMULA ASSET VALUE
The FAV of the SNT Capital Shares shall be calculated as at
the close of business on the Closing Date and shall be the
amount expressed in pence which is the result of the
following fraction rounded to two decimal places (with 0.005
being rounded downwards):
(A+B+C+D+E+F) - (G+H)
---------------------
I
where (subject as provided in the Notes hereto):
A is the value of those investments of SNT as at the
close of business on the Closing Date which are listed
on the London Stock Exchange and traded under the Stock
Exchange Electronic Trading System (SETS), calculated
by reference to the last recorded prices at which such
investments have been traded as shown in the Official
List save that, where such prices differ materially
from the bid and offer prices of the investments quoted
on the Stock Exchange Automated Trading System as at
close of business on the Closing Date, the value of
such investments shall be adjusted to reflect their
fair realisable value as determined by agreement
between BDBL and SNT's financial adviser (or, failing
such agreement within seven days after the Closing
Date, as determined by an independent expert);
B is the value of those investments of SNT as at the
close of business on the Closing Date which are listed
on the London Stock Exchange and not traded under the
Stock Exchange Electronic Trading System (SETS),
calculated by reference to the middle market quotations
of such investments on the Closing Date as shown in the
Official List;
C is the value of those investments of SNT as at the
close of business on the Closing Date which are listed,
quoted or dealt in on a recognised stock exchange other
than the London Stock Exchange and which have a
registered market maker, calculated by reference to the
middle market quotations or prices at the close of
business on the Closing Date. The quotation or price
shall be taken from the principal stock exchange or
market where the relevant investment is listed or dealt
in as shown by the exchange's or market's recognised
method of publication of prices for such investments;
D is the value of those investments of SNT as at the
close of business on the Closing Date which are listed,
quoted or dealt in on a recognised stock exchange other
than the London Stock Exchange but which do not have a
registered market maker, calculated by reference to the
last recorded prices at which such investments were
traded on the Closing Date as shown by the exchange's
or market's recognised method of publication of prices
for such investments, provided that if no such price
was shown in respect of dealing on such day then the
relevant investment shall fall to be valued within E
below and not within D. The quotation or price shall
be taken from the principal stock exchange or market
where the relevant investment is listed or dealt in;
E is the value of all other investments of SNT calculated
as being their fair realisable values as at the close
of business on the Closing Date as determined by
agreement between BDBL and SNT's financial adviser (or,
failing such agreement within seven days after the
Closing Date, as determined by an independent expert);
F is the actual amount as at the close of business on the
Closing Date of any sums due from debtors (including,
for this purpose, any dividends or distributions
receivable on investments quoted ex-dividend or ex-
distribution on the Closing Date and any interest
accrued on Government or any other debt securities as
at the Closing Date, and any recoverable tax credit in
relation thereto, but excluding any dividend,
distribution or interest taken into account in A to E
(inclusive) above), cash and deposits with or balances
at banks, bills receivable and any money market
instruments of SNT (together with, in each case,
accrued interest at that date less an accrual for any
associated tax) and the fair realisable value of any
other tangible or intangible assets not otherwise
accounted for in A to E (inclusive) above, as
determined by agreement between BDBL and SNT's
financial adviser (or, failing such agreement within
seven days after the Closing Date, as determined by an
independent expert);
G is the aggregate of:
(i) the principal amount as at the close of business
on the Closing Date of any outstanding borrowings
of SNT plus accrued interest, commitment fees and
other charges up to and including that date and
the higher of any premiums or penalties payable on
either early or final repayment;
(ii) the costs of termination of all existing
management and administrative arrangements in
force on the Closing Date, including, but not
limited to, any compensation or other payments
made or to be made to the manager, directors or
employees of SNT which have not been paid by the
Closing Date;
(iii) the costs (inclusive of any irrecoverable
advance corporation tax payable) of the dividend
of 4.072237p per SNT Stepped Preference Share
payable in accordance with the articles of
association of SNT on 30 September 1998, and all
dividends paid on the SNT Income Shares in respect
of the year ending 30 September 1998 and any
amount representing accumulated and undistributed
revenue reserves to which holders of such shares
are entitled under the articles of association of
SNT and any other dividend or other distribution
of SNT declared or announced on or before the
Closing Date, so far as not previously paid;
(iv) all fees, costs and expenses payable by SNT
in relation to the Offers, any other offer(s) made
for any shares in SNT, any SNT Scheme and any
other scheme or arrangement proposed in connection
with the winding-up of SNT, including the amount
of any professional, advisory or legal fees or
advertising or other expenses incurred (excluding
proper and reasonable fees and expenses incurred
in relation to the determination and verification
of SNT's FAV and any charges made by any
independent expert referred to herein, if
appointed), such costs to include value added tax,
where applicable;
(v) the cost of closing as at the close of business on
the Closing Date any open foreign exchange or
other forward purchase or sale contracts (save to
the extent already taken into account in this
formula);
(vi) the cost of terminating as at the close of
business on the Closing Date any other contracts
or arrangements whatsoever;
(vii) the aggregate amount due under the articles
of association of SNT on the winding-up of SNT on
30 September 1998 in respect of the cumulative
preference stock of SNT;
(viii) the aggregate amount due under the articles
of association of SNT as at the Closing Date on
the winding-up of SNT on 30 September 1998 in
respect of the SNT Stepped Preference Shares;
(ix) the aggregate amount due under the articles of
association of SNT as at the Closing Date on the
winding-up of SNT on 30 September 1998 in respect
of the SNT Zeros; and
(x) the aggregate amount due under the articles of
association of SNT on the winding-up of SNT on 30
September 1998 in respect of the SNT Income
Shares.
H is an amount which fairly reflects all other
liabilities and obligations of SNT whatsoever,
including a fair provision for any contingent
liabilities (including any additional liabilities to
taxation, whether or not deferred) or losses (including
disputed claims), as at the close of business on the
Closing Date, as determined by agreement between BDBL
and SNT's financial adviser (or, failing such agreement
within seven days after the Closing Date, as determined
by an independent expert); and
I is the number of SNT Capital Shares in issue as at the
close of business on the Closing Date.
Notes:
1 For the purpose of the above calculation, the value of
any investments, assets or liabilities denominated in
currencies other than sterling shall be converted into
sterling at the closing mid-point rate of exchange
between sterling and such other currencies in London
as at the close of business on the Closing Date as
published in the Financial Times or, failing which, as
determined by an independent expert (acting as an
expert and not as an arbitrator).
2 In the case of A to D (inclusive) above, if there has
been any general suspension of trading on any relevant
stock exchange, or if it was closed for business on the
Closing Date, the value of the investments shall be
taken as at the close of business on the immediately
preceding date on which there was trading on such
exchange, provided that if any such date was seven days
or more before the Closing Date then the relevant
investment, traded option or futures contract shall be
deemed to come within E above and provided further that
if there has been a material adverse change in the
underlying investment since the Closing Date (or any
earlier date by reference to which its value has been
calculated) a fair provision determined by agreement
between BDBL and SNT's financial adviser (or, failing
such agreement within seven days after the Closing
Date, as determined by an independent expert) shall be
made to take account of such adverse change in the
value of the relevant investment.
3 Subject to Note 2 above, in the case of A to E
(inclusive) above:
(a) where no price is quoted in respect of any such
investment or where dealings in such investment
have been suspended on any relevant date, the
value shall be determined by agreement between
BDBL and SNT's financial adviser (or, failing such
agreement within seven days after the Closing
Date, as determined by an independent expert); and
(b) where any such investment is, at the close of
business on the Closing Date, subject to any right
of any person to acquire the same or any
obligation on SNT to dispose of the same, whether
as a result of the Offers being made or becoming
or being declared unconditional or otherwise, at a
price less than would otherwise be determined in
accordance with A to E (inclusive), as the case
may be, such investment shall be valued at such
lesser price unless such right or obligation is
unconditionally and irrevocably waived or lapses
prior to the calculation of the FAV otherwise
being agreed or determined.
4 With regard to E and F above, BDBL and SNT's financial
adviser and, if appointed, any independent expert shall
have regard, inter alia, to the following when
determining the value of any investment or other asset
(which shall be calculated on the basis of a notional
sale by a willing seller to a willing buyer, without
regard to any additional value that might be attributed
to the investment or asset by any special category of
potential purchaser):
(a) the existence of any pre-emption rights or
obligations in respect of such investment or asset
or any other restrictions on the transfer or
disposal of the same which may exist or may arise
as a consequence of the proposed Offers or of the
transfer of such investment to any party or
otherwise;
(b) the terms and volumes of any recent dealings in,
and marketability of, such investment or asset;
and
(c) the terms of any recent dealings in such
investment or asset.
5 In agreeing any fair realisable value (in the case of E
or F above) or the amount of any liabilities,
obligations or losses (in the case of H above), or in
making any determination under Notes 2 or 3(i) above or
Note 6 below, BDBL and SNT's financial adviser shall
act as experts and not as arbitrators and any such
agreement or determination shall be final and binding
on all persons and neither of them shall be under any
liability to any person by reason thereof or by
anything done or omitted to be done by them for the
purposes thereof or in connection therewith.
6 If any liability referred to in G or H above has not
been determined by the date on which the calculation
and adjustments otherwise necessary to determine the
FAV have been made, there shall be included in G or H
(as the case may be) such amounts in respect of that
liability as shall be considered to be an appropriate
estimate by agreement between BDBL and SNT's financial
adviser (or, failing such agreement within seven days
after the Closing Date, as determined by an independent
expert).
7 In the event that prior to the date seven days after
the Closing Date any notice has been issued convening a
general meeting of SNT to consider a resolution that it
be wound up (whether or not with the agreement of
Abpref), then the amounts to be included within G
pursuant to paragraphs (vii) to (x) (inclusive) thereof
shall be determined on the basis of a winding-up of SNT
on the date of such meeting rather than on the basis of
a winding-up of SNT on 30 September 1998.
8 If the FAV would, but for this note, be more than 300p
per Capital Share, the FAV shall be adjusted by
including in F an amount equal to the aggregate
subscription price of all the warrants to subscribe for
capital shares of 25p each in SNT in issue on the
Closing Date and the number of Capital Shares included
at I shall be increased by the number of capital shares
of 25p each in SNT as would be allotted on exercise of
such warrants.
9 The independent expert referred to in this Appendix III
shall be a member of the London Investment Banking
Association (not connected with any of the parties to
this transaction) selected by BDBL and SNT's financial
adviser or, in default of such selection within
fourteen days after the Closing Date, by the Chairman
for the time being of the London Investment Banking
Association on the application of either BDBL or SNT's
financial adviser. Such member shall act as an expert
and not as an arbitrator and his determination shall
(subject to any agreement to the contrary between
Abpref and SNT) be final and binding on all persons and
such member shall not be under any liability to any
person by reason of his appointment or by anything done
or omitted to be done by him for the purposes of such
appointment or in connection therewith.
10 The directors and auditors of SNT shall be requested to
prepare the calculation of the FAV of the SNT Capital
Shares for review by Abpref's auditors or retained
accountants prior to its submission for approval by
BDBL on behalf of the Abpref Group. In the event of a
dispute regarding the calculation of the FAV, such
dispute shall be determined by a chartered accountant
selected by agreement between Abpref and SNT or, in
default of such agreement within fourteen days after
the Closing Date, selected by the President for the
time being of the Institute of Chartered Accountants in
England and Wales, which chartered accountant shall act
as an expert and not as an arbitrator and whose
determination shall (subject to any agreement to the
contrary between Abpref and SNT) be final and binding
on all persons, provided that such chartered accountant
shall be (subject to any agreement to the contrary)
between Abpref and SNT) be bound by any values of
investments or other assets or quantification of
liabilities, obligations or losses agreed between BDBL
and SNT's financial adviser or otherwise agreed between
Abpref and SNT or determined by a decision of the
independent expert referred to in this Appendix III in
respect of any investment or other asset valued by him
or any liability, obligation or loss quantified by him.
In the absence of any such dispute, such calculation
approved by, or on behalf of, Abpref, shall be final
and binding on all persons.
11 Notwithstanding Note 10 above, if the calculation of
the FAV of the SNT Capital Shares has not been so
prepared and delivered to BDBL for its approval by the
date seven days after the Closing Date or (whether or
not such delivery has been so made) a final
determination of such FAV has not been made by the date
fourteen days after the Closing Date then, pending such
final determination, a provisional calculation of the
FAV shall be prepared by the Abpref and BDBL on the
basis of such information as is available to them (and
after making such assumptions as they consider
appropriate) and shall be arithmetically checked by
Abpref's auditors or retained accountants. In this
event, an initial consideration, equal to 85 per cent.
of the consideration which would be due were the
provisional calculation referred to above correct,
rounded down to the nearest whole Abpref Ordinary
Share, Abpref ZDP Share or unit of 1p nominal of
Subordinated Loan Stock (as the case may be), shall be
allotted to the persons entitled thereto on the
prescribed settlement date in respect of the relevant
Offer and any balance shall be allotted within seven
days after the final determination referred to above
has been agreed or determined in accordance with Note
10 and such agreement or determination has been
notified to Abpref (but not earlier than the prescribed
settlement date).
12 Notwithstanding any of the above provisions, in the
event that the valuation of any investment or other
asset of SNT in accordance with any of such provisions,
or the amount of any deduction made in accordance with
G or H above, is, in the opinion of BDBL and SNT's
financial adviser, incorrect or unfair they may, if
they so agree, after consultation with Abpref's
auditors or retained accountants and SNT's auditors,
adopt an alternative method of valuation or deduction,
as the case may be.
PART 7
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Abpref" or the Aberdeen Preferred Income Trust PLC
"Company" and, if the context requires, its
subsidiaries
"Abpref Capital the offer to be made by BDBL on behalf
Share Offer" of Abpref for the SNT Capital Shares
"Abpref Income the offer to be made by BDBL on behalf
Share Offer" or of Abpref for the SNT Income Shares
"Income Share
Offer"
"Abpref Group" or Abpref and Abpref Securities
"Group"
"Abpref Group Abpref Ordinary Shares, Subordinated
Securities" Loan Stock and Abpref ZDP Shares
"Abpref Offers" the Abpref Stepped Preference Offer,
the Abpref Income Share Offer and the
Abpref Capital Share Offer
"Abpref Ordinary ordinary shares of 10p each in the
Shares" or capital of Abpref
"Ordinary Shares"
"Abpref Aberdeen Preferred Securities PLC
Securities"
"Abpref Securities the offer to be made by BDBL on behalf
Capital Share of Abpref Securities for the SNT
Offer" Capital Shares
"Abpref Securities the Abpref Securities Stepped
Offers" Preference Offer, the Abpref
Securities Zero Offer and the Abpref
Securities Capital Share Offer
"Abpref Securities the offer to be made by BDBL on behalf
Stepped Preference of Abpref Securities for the SNT
Offer" Stepped Preference Shares
"Abpref Securities the offer to be made by BDBL on behalf
Zero Offer" or of Abpref Securities for the SNT Zeros
"Zero Offer"
"Abpref Stepped the offer to be made by BDBL on behalf
Preference Offer" of Abpref for the SNT Stepped
Preference Shares
"Abpref ZDP zero dividend preference shares of 5p
Shares" or "ZDP each in the
Shares" capital of Abpref Securities
"Act" the Companies Act 1985, as amended
"AITC" The Association of Investment Trust
Companies
"Assumptions" the principal assumptions set out in
PART 4
"Brewin Dolphin Brewin Dolphin Bell Lawrie Limited
Bell Lawrie" or
"BDBL"
"Capital Share the Abpref Capital Share Offer and the
Offers" Abpref Securities Capital Share Offer
"City Code" or the City Code on Takeovers and Mergers
"Code"
"Closing Date" in relation to an Offer, the date on
which that Offer is closed for
acceptance
"Cover" in respect of the Abpref ZDP Shares as
a class, at any given date, the number
of times by which the total of
adjusted share capital and reserves
(on the basis set out in the articles
of association of Abpref Securities)
of the Abpref Group exceeds the
aggregate amount which the holders of
such shares would be entitled to
receive as at the Zero Termination
Date on the basis of the Assumptions
"Directors" the directors of Abpref and Abpref
Securities
"Estimated SNT the Terminal Asset Value of a SNT
TAV" Capital Share estimated by BDBL on the
basis of an assumption that there is
no change in the assets and
liabilities of SNT up to 30 September
1998
"Form(s) of form(s) of acceptance for use in
Acceptance" connection with an Offer
"Formula Asset the FAV of the SNT Capital Shares
Value" or "FAV" calculated as described in PART 6
"Income Share that part of the investments of the
Portfolio" Abpref Group comprising geared
ordinary income shares (by whatever
name called) of other investment
trusts
"Issue Price" in respect of the Subordinated Loan
Stock means 100p for every unit of 1p
nominal and, in respect of the new
Abpref ZDP Shares and the Abpref ZDP
Shares, the Placing Price
"Listing listing particulars to be published
Particulars" relating to Abpref and Abpref
Securities and that will accompany the
Offer Document
"London Stock London Stock Exchange Limited
Exchange"
"Net Asset Value" in relation to new Abpref Ordinary
or "NAV" Shares, the net asset value of such
shares including, unless otherwise
stated, current period revenue items
and in the case of new Abpref ZDP
Shares, the current entitlement of the
holders of such shares to participate
in the assets of Abpref Securities on
a winding-up
"new Abpref new Abpref Ordinary Shares to be
Ordinary Shares" allotted pursuant to an Offer or the
Placing
"new Ordinary new Abpref Ordinary Shares to be
Shares" allotted pursuant to an Offer or the
Placing
"new Abpref Group new Abpref Ordinary Shares, new Abpref
Securities" ZDP Shares and new Loan Stock
"new Abpref ZDP new Abpref ZDP Shares to be allotted
Shares" pursuant to the Abpref Securities
Stepped Preference Offer, the Abpref
Securities Zero Offer, the Abpref
Securities Capital Share Offer or the
Placing
"Offer Document" the document to be published and which
will contain the Offers
"Offers" the Abpref Offers and the Abpref
Securities Offers
"Official List" the Daily Official List of the London
Stock Exchange
"Panel" the Panel on Takeovers and Mergers
"Placing" the conditional placing, by BDBL on
behalf of Abpref and Abpref
Securities, of new Abpref Group
Securities as referred to in PART 2 of
this announcement including the
potential further issues described
under the heading "The Placing"
therein
"Placing the agreement dated 9 July 1998
Agreement" between Abpref, Abpref Securities,
Aberdeen Asset Managers and BDBL
relating, inter alia, to the Placing
"Placing Price" in respect of Abpref Ordinary Shares
160p per share, in respect of Abpref
ZDP Shares 224p per share and in
respect of Subordinated Loan Stock the
Issue Price
"Redemption Yield" in relation to a security, the rate of
discount, expressed as a percentage
per annum, which when applied to
projected future income and capital
cashflows attributable to the security
produces an amount equal to its issue
or market price, as the case may be.
For this purpose income means the
aggregate of dividends in respect of
accounting periods to 31 March 2003
and associated tax credits on
dividends receivable up to and
including April 1999.
"RPI-Linked the 5 3/8 per cent. RPI-Linked
Debenture" or Debenture Stock 2007 of Abpref
"Debenture Stock"
"SNT II" Second Scottish National Trust PLC
"SNT II Offers" the offers made on behalf of SNT II
for the SNT Shares set out in the
offer document dated 13 October 1997
"SNT" The Scottish National Trust PLC
"SNT Capital the existing issued and fully paid
Shares" capital shares of 25p each in the
capital of SNT and any further such
shares which are unconditionally
allotted or issued on or before the
Unconditional Date
"SNT Income the existing issued and fully paid
Shares" income shares of 25p each in the
capital of SNT and any further such
shares which are unconditionally
allotted or issued on or before the
Unconditional Date
"SNT Scheme" a scheme or an arrangement (whether
under section 110 of the Insolvency
Act 1986 or otherwise) proposed in
connection with SNT's winding-up under
which:
(a) each holder of a SNT Stepped
Preference Share is entitled to
be sent no later than 2 October
1998 in cash (either directly or
on redemption of securities
capable of being redeemed
forthwith for cash by the issuer,
including, for the avoidance of
doubt, units in a unit trust and
shares in an open-ended
investment company) an amount
equal to that to which he would
be entitled under Article 5 of
the articles of association of
SNT;
(b) each holder of a SNT Zero is
entitled to be sent no later than
2 October 1998 in cash (either
directly or on redemption of
securities capable of being
redeemed forthwith for cash by
the issuer, including, for the
avoidance of doubt, units in a
unit trust and shares in an open-
ended investment company) an
amount equal to that to which he
would be entitled under Article 5
of the articles of association of
SNT;
(c) each holder of a SNT Income Share
is entitled to be sent no later
than 2 October 1998 in cash
(either directly or on redemption
of securities capable of being
redeemed forthwith for cash by
the issuer, including, for the
avoidance of doubt, units in a
unit trust and shares in an open-
ended investment company) an
amount equal to that to which he
would be entitled under Article 5
of the articles of association of
SNT; and
(d) each holder of a SNT Capital
Share is entitled to be sent no
later than 2 October 1998 in cash
(either directly or on redemption
of securities capable of being
redeemed forthwith for cash by
the issuer, including, for the
avoidance of doubt, units in a
unit trust and shares in an open-
ended investment company) an
amount equal to not less than 100
per cent. of the FAV of such
share
"SNT Shares" SNT Stepped Preference Shares, SNT,
Zeros, SNT Income Shares and SNT
Capital Shares
"SNT Shareholder" a holder of a SNT Share
or "Shareholder"
"SNT Stepped the existing issued and fully paid
Preference Shares" stepped preference shares of 25p each
in the capital of SNT and any further
such shares which are unconditionally
allotted or issued on or before the
Unconditional Date
"SNT Zeros" the existing issued and fully paid
zero dividend preference shares of 25p
each in the capital of SNT and any
further such shares which are
unconditionally allotted or issued on
or before the Unconditional Date
"SNT TAV", in relation to a SNT Share, the amount
"Terminal Asset to which the holder of such SNT Share
Value" or "TAV" would be entitled on the winding-up of
SNT on 30 September 1998
"Stepped the Abpref Stepped Preference Offer
Preference Offers" and the Abpref Securities Stepped
Preference Offer
"Subordinated Loan unsecured subordinated loan stock 2023
Stock" of Abpref to be issued subject to the
terms and conditions to be set out in
the Loan Stock Trust Deed, as
summarised in PART 3.
"Subordinated Loan the trust deed to be entered into
Stock Trust Deed" between the Company and Royal Exchange
Trust Company Limited which will
constitute the Subordinated Loan Stock
"Unconditional in relation to a SNT Share or an
Date" Offer, the date on which the Offers
for that class of SNT Shares or that
Offer, as the case may be, becomes or
is declared unconditional as to
acceptances
"United States", the United States of America, its
"USA" or "US" territories and possessions, any state
or the United States of America and
the District of Columbia
"Wholly in relation to a SNT Share or an
Unconditional Offer, the date on which the Offer for
Date" that class of SNT Shares or that
Offer, as the case may be, becomes or
is declared unconditional in all
respects
"Zero Offer" the Abpref Securities Zero Offer
"Zero Termination 31 March 2003
Date"
The illustrative return statistics contained in this
announcement are calculated as at 30 September 1998.
References to the current NAV of an Abpref Group Share are
to the latest published unaudited NAV of that share prior to
the date of this announcement.
Brewin Dolphin Bell Lawrie, which is regulated by The
Securities and Futures Authority Limited, is acting for
Abpref and Abpref Securities and for no-one else in
connection with the Offers and the Placing and will not be
responsible to anyone other than Abpref and Abpref
Securities for providing the protections afforded to
customers of Brewin Dolphin Bell Lawrie or for affording
advice in relation to the Offers or the Placing.
END
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