Scot.National Tst. - Off. Partly Unconditional,etc
07 August 1998 - 9:31AM
UK Regulatory
RNS No 3731x
SCOTTISH NATIONAL TRUST PLC
7th August 1998
ABERDEEN PREFERRED INCOME TRUST PLC ('ABPREF')
ABERDEEN PREFERRED SECURITIES PLC ('ABPREF SECURITIES')
OFFERS FOR SHARES IN THE SCOTTISH NATIONAL TRUST PLC ('SNT')
1. ACCEPTANCES
(a) By 3.00 p.m. on 6 August 1998 acceptances valid in all
respects had been received in respect of SNT shares as
follows:
SNT class Acceptances % of
class
Stepped preference 2,528,784 7.92%
Zero dividend preference 2,909,166 4.56%
Income 22,187,129 13.90%
Capital 209,054 0.33%
(b) The above acceptances include acceptances from persons
presumed to be acting in concert with Abpref and Abpref
Securities in respect of 2,231,417 SNT stepped preference
shares and 450,000 SNT income shares.
(c) Prior to the offer period Abpref and persons presumed to
be acting in concert with Abpref and Abpref Securities
held 1,450,000 SNT income shares (0.91% of the class) and
2,231,417 SNT stepped preference shares (6.99% of the
class).
2. UNCONDITIONALITY, EXTENSION AND CLOSING OF THE OFFERS
The Offers have been declared unconditional as to
acceptances and extended to 3.00 p.m. on 20 August 1998
when they will close*. The Formula Asset Value for the
purposes of the Capital Share Offer will therefore be
calculated as at that date. Abpref Securities has waived
the conditions in paragraph (viii) of Part A,
paragraph (iv) of Part C and paragraph (iv) of Part
D, of Appendix II to the Offer Document dated 16 July
1998.
Elections under the Gartmore SNT Proposals must be
received by 3.00 p.m. on 3 September 1998 and are
irrevocable. Under the terms of the Offers Abpref and
Abpref Securities may treat Forms of Acceptance as
invalid if, inter alia, the relevant SNT Shareholder has
made an election to receive shares in Gartmore SNT under
the Gartmore SNT Proposals.
Accordingly SNT Shareholders wishing to accept the Abpref
Offers should not make an election to receive shares in
Gartmore SNT under the Gartmore SNT Proposals (but may
elect to receive units in the CashTrust).
If the Offers do not for any reason become wholly
unconditional on or before 20 August 1998 they will
lapse* and documents of title will be returned (in the
manner described in the Offer Document) at the earliest
opportunity so that SNT Shareholders may then make an
election under the Gartmore SNT Proposals.
* Abpref and Abpref Securities reserve the right to extend
the Offers beyond 20 August 1998 should a competitive
situation involving a new offeror arise or should the
Takeover Panel so agree
3. RESPONSE TO THE GARTMORE SNT PROPOSALS - SETTING THE
RECORD STRAIGHT
The Chairman of Abpref will be writing to SNT
Shareholders later today in response to the Gartmore SNT
Proposals. He will highlight the following points:-
*** The placing of up to #90 million of new Abpref Group
Securities demonstrates that Aberdeen Preferred Income is
a well structured trust and offers attractive investment
returns to different classes of investor
*** The financial effects of acceptance of Aberdeen Preferred
Income's Offers are more attractive than those of making
an election to receive Gartmore SNT Shares under the
Gartmore SNT Proposal
*** Abpref Securities' ZDP Shares offer a greater redemption
yield than Gartmore SNT Zero Dividend Shares with over
twice the cover
*** Aberdeen Preferred Income's shares are less geared than
Gartmore SNT Income or Capital Shares
*** Gartmore SNT's income and capital shares will therefore
be more volatile and risky than Aberdeen Preferred
Income's shares. A fall of as little as 1.93 per cent.
per annum in Gartmore SNT's Total Assets would result in
not only the Gartmore SNT Capital Shares but also the
Gartmore SNT Income Shares having no capital value
*** The Aberdeen Preferred Income group has been very
successful since the launch of the original Abtrust
Preferred Income in 1991, during which time its equity
share price has usually stood at a premium to NAV.
Aberdeen Preferred Income's shares have been the top
performing share in the AITC High Income sector over one
year, with a share price total return of 98 per cent
*** Aberdeen Preferred Income's gearing, considered "complex"
by SNT, provides diversification and flexibility. It
actually safeguards shareholders in adverse market
conditions because the different types of borrowing can
be managed
*** There is no guarantee that SNT shareholders will receive
what they elect for under the Gartmore SNT Proposals
because of the inflexible capital structure of Gartmore
SNT
*** SNT Shareholders whose elections under the Gartmore SNT
Proposals are scaled back will, unless they positively
elect otherwise, receive a curious package of equal
numbers of Gartmore SNT Zero Dividend Shares, Income
Shares and Capital Shares
Copies of the Abpref circular will be available to the public
from approximately 11.30 a.m. today at Aberdeen Asset
Managers, One Bow Churchyard, Cheapside, London EC4M 9HH.
4. POSSIBLE SALE OF SNT SHARES BY ABPREF
Abpref and persons acting or presumed to be acting in
concert with it may sell SNT Income Shares and/or SNT
Stepped Preference Shares in amounts up to their
respective current holdings of 1,450,000 SNT Income
Shares and 2,231,417 SNT Stepped Preference Shares at any
time after 9.00 a.m. on 10 August 1998. The purpose of
any sales of SNT Shares would be to give purchasers the
opportunity to accept the Offers and BDBL is extending
the Offers to any SNT Shares so sold.
Enquiries:
Chris Fishwick, Director,
Aberdeen Asset Managers Limited Tel: 0171 463 6000
Piers Currie, Marketing Director -
Investment Trusts,
Aberdeen Asset Managers Limited Tel: 0171 463 6000
David Thomas, Investment Trust Dept.,
Brewin Dolphin Bell Lawrie Limited Tel: 0171 246 1115
END
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