REG - Franklin Global Tst - Publication of Circular

Franklin Global TrustAnnouncement

21/01/2026 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260121:nRSU6802Pa&default-theme=true

RNS Number : 6802P  Franklin Global Trust PLC  21 January 2026

21 January 2026

Franklin Global Trust plc

Legal Entity Identifier: 549300RKB85NFVSTBM94

Publication of Circular

Recommended Proposals for the voluntary winding-up and reconstruction of the
Company and merger with Invesco Global Equity Income Trust plc

Introduction

Further to the Company's announcement on 13 November 2025, the Board
of Franklin Global Trust plc (the Company or FRGT) announces that it has
today published a shareholder circular (the Circular) setting out proposals
for the recommended winding-up of the Company and merger with Invesco Global
Equity Income Trust plc (IGET) (the Proposals).

The Proposals, which are unanimously recommended by the Board, comprise a
members' voluntary liquidation (solvent liquidation) and a scheme of
reconstruction of the Company pursuant to which Shareholders will be entitled,
in respect of their shareholdings, to:

(a)        receive New IGET Shares (the Rollover Option);

(b)        elect to receive cash (the option to receive cash will be
unlimited, with all valid elections accepted and can be made in respect of all
or part of their shareholding) (the Cash Option).

The Rollover Option is the default option under the Scheme for all Eligible
Shareholders. The Cash Option will be at a discount of 2 per cent. to the Cash
Pool FAV.

The Proposals are conditional, among other things, on Shareholder approval.
Notices of the First General Meeting, to be held at 11.30 a.m. on 18 February
2026, and the Second General Meeting, to be held at 10.00 a.m. on 27 February
2026, in each case at the offices of Dentons UK and Middle East LLP, 1 Fleet
Place, London EC4M 7WS are contained in the circular.

The Circular has been submitted to the National Storage Mechanism and will
shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)  and on the
Company's website at https://www.franklinglobaltrust.com/
(https://www.franklinglobaltrust.com/) . The Proposals are also conditional on
the approval by IGET Shareholders, at the IGET General Meeting, of the issue
of the New IGET Shares.  Invesco has produced an information document in
relation to IGET which is available at
https://www.invesco.com/content/dam/invesco/uk/en/product-documents/investment-trust/fund/other-documents/invesco-global-equity-income-trust-plc_explainer-document_en-uk.pdf
(https://url.uk.m.mimecastprotect.com/s/6odHCPZNWhpKo7WTzfOHxabPT?domain=invesco.com)
.

The Proposals

Background to the Proposals

The Board has been conscious for some time of the challenges facing the
Company, most notably disappointing investment performance and diminishing
size. The Company's performance has had a significant impact on demand for the
Company's Shares, which given the Company's zero discount policy, has resulted
in the Company repurchasing a significant number of its own Shares. This has
had a material impact on the size of the Company, with the Company's market
capitalisation reducing from £310m to £174m over the last five years 1 .

After consulting with the Company's major Shareholders about their objectives
for their holdings in the Company, the Board conducted a thorough review of
the Company's investment management arrangements with proposals sought from a
number of parties. The Board believes that, among the options considered, the
proposal put forward by IGET offers significant benefits and that the merger
represents a compelling outcome for Shareholders.

Benefits of the Proposals

The Directors believe that the Proposals will have the following benefits for
Shareholders who elect, or are deemed to elect, for the Rollover Option:

·      Strong absolute and relative investment performance - For the
period to 31 December 2025, IGET has outperformed all Global Equity Income
peers over three and five years and has outperformed all Global Equity peers
over five years, in both NAV and share price total returns. IGET has delivered
a NAV total return of 99.0 per cent. over five years, outperforming the IGET
Benchmark total return of 81.8 per cent. over the corresponding period. IGET
has delivered Share price total returns of 76.1 per cent. and 113.0 per cent.
over three and five years respectively.

·      Access to the market leading resources of Invesco - The enlarged
IGET is managed by Invesco, a subsidiary of Invesco Limited, a global asset
manager with US$2.17 trillion of AUM, including US$34.3 billion managed by the
Invesco Global Equities team (as at 31 December 2025). IGET benefits from the
expertise of its award-winning portfolio managers, Stephen Anness and Joe
Dowling and from the depth of resource and experience offered by the wider
Global Equities team.

·      Improved share rating - Shareholders are expected to benefit from
an immediate uplift in value should the relative trading levels continue, with
IGET currently trading on a premium NAV of 2.0 per cent compared to FRGT's
discount to NAV of 1.7 per cent as at the Latest Practicable Date.

·      Scale - It is expected that the merger will deliver a significant
increase in the size of the enlarged IGET, with net assets of around £465
million following the merger, depending on cash elections. With greater scale,
the enlarged IGET is expected to appeal to a broader range of investors, which
should result in higher trading volume and market liquidity in the enlarged
IGET's shares compared to either FRGT or IGET historically.

·      Enhanced dividend - IGET has adopted and will maintain an
enhanced dividend policy, which pays an annual dividend of at least 4 per
cent. of the unaudited previous year-end NAV, paid quarterly in equal amounts.

·      Opportunity for full cash realisation - Shareholders will have
the opportunity to elect to realise some or all of their holding for cash,
should they not wish to roll over into IGET.

·      Cost Contributions - Shareholders opting for the Rollover Option
should be largely insulated from the costs of the Scheme because of the Cost
Contributions, as a result of which any impact to NAV per share for
shareholders of the enlarged IGET is expected to be immaterial.

·      Tax-efficient rollover - UK Shareholders will have the
opportunity to roll over their investment from the Company to IGET without
triggering a charge to tax on capital gains.

Entitlements under the Scheme

Under the Scheme, each Shareholder on the Register on the Record Date may
elect to receive:

(a)        such number of New IGET Shares as have a value equal to the
FRGT FAV per Share multiplied by the number of Ordinary Shares so elected, or
deemed elected, for the Rollover Option; or

(b)        an amount of cash equal to the Cash Pool FAV per Share
multiplied by the number of Ordinary Shares so elected, being the Cash Option.

Shareholders can make different Elections in respect of different parts of
their holdings.

The default option under the Scheme for Eligible Shareholders is to receive
New IGET Shares, meaning that Shareholders who, in respect of all or part of
their holding of Ordinary Shares, do not make a valid Election, will be deemed
to have elected for New IGET Shares in respect of such holding. If you wish to
receive New IGET Shares in respect of all of your Ordinary Shares, there is no
need to complete and return a Form of Election (which you will receive if you
hold your Ordinary Shares in certificated form) or to submit a TTE Instruction
(if you hold your Ordinary Shares in uncertificated form).

If you wish to receive cash in respect of all or part of your holding of
Shares, you must either complete and return a Form of Election or submit a TTE
Instruction (depending on how your Shares are held) in respect of the number
of Shares for which you wish to make an Election for the Cash Option. You will
be deemed to have elected to receive New IGET Shares in respect of the
remainder of your holding.

After allocating cash and other assets to the Liquidation Pool to meet all
known and unknown liabilities of the Company and other contingencies,
including the Retention and the entitlements of any Dissenting Shareholders,
there shall be appropriated to the Cash Pool and the Rollover Pool the
remaining assets of the Company. Such appropriation includes the application
of a discount of 2 per cent. to the FRGT FAV per Share, in relation to those
Shares in respect of which Shareholders have elected to receive cash. The
value arising from the application of the Cash Option Discount shall be
allocated for the benefit of FRGT Shareholders and will be applied first as an
adjustment to the FRGT FAV per Share in calculating the Rollover Pool FAV per
Share up to an amount equal to a pro rata allocation of FRGT's Direct
Transaction Costs per FRGT Share elected for the Rollover Option, with any
balance remaining allocated to the enlarged IGET. In the week commencing 16
March 2026, it is expected that the Liquidators shall distribute to
Shareholders who have elected for the Cash Option their Cash Entitlements,
being rounded down to the nearest penny.

 

For illustrative purposes only, had the Calculation Date been 5.00 p.m. on the
Latest Practicable Date and assuming that no Shareholders exercise their right
to dissent from participation in the Scheme and 20 per cent. of Shareholders
opt for the Cash Option, the FRGT FAV per Share would have been 364.22 pence
and the Cash Pool FAV per Share would have been 355.42 pence. The FRGT FAV per
Share and the Cash Pool FAV per Share may be compared with the Company's Share
price and cum-income NAV per Share as at 16 January 2026 which were 358.00
pence and 364.32 pence, respectively.

For illustrative purposes only, the IGET FAV per Share would have been 372.72
pence, which may be compared with the IGET share price and cum-income NAV per
IGET share as at 16 January 2026 which were 380.00 pence and 372.72 pence,
respectively. On the basis of the above, the Rollover Option would have
produced a Conversion Ratio of 0.977186 and, in aggregate, 37,992,722 New IGET
Shares would have been issued under the Scheme, representing approximately
32.7 per cent. of the issued ordinary share capital of the enlarged IGET
immediately following the completion of the Scheme. The enlarged IGET would
also then pay listing fees in relation to the listing of the New IGET Shares
and any acquisition costs and taxes on the transfer of the Rollover Pool.

The above figures are for illustrative purposes only and do not represent
forecasts. The FRGT FAV per Share and IGET FAV per Share and Shareholders'
entitlements under the Proposals may materially change up to the Effective
Date as a result of, inter alia, changes in the value of investments.

Dividends

As an investment trust, the Company is not permitted to retain more than 15
per cent. of its income in any accounting period. The Company's accounting
period ends on 31 January and will therefore be required to make a payment for
the period from 1 February until the Effective Date. In advance of the
Effective Date the Company will declare an interim dividend of 0.45 pence per
Ordinary Share in respect of the accounting period which will end on the
Effective Date.

 

For the avoidance of doubt, Shareholders receiving New IGET Shares under the
Scheme will, in respect of those New IGET Shares, be entitled to the 4(th)
quarterly dividend payable by IGET.

Management of the Company's portfolio prior to the implementation of the
Scheme

As announced on 16 January 2026, the Board has instructed FTITML not to make
any new investments in stocks and non-cash assets, and if FTITML were to sell
stocks or non-cash assets in the usual course of management they are to be
held as cash or invested into (i) the iShares MSCI ACWI UCITS ETF - USD, in
order to maintain market exposure in line with the Company's benchmark which
is MSCI All Country World Index; and/or (i) a cash-like instrument such as
gilts or other short-term highly liquid securities. No new investment in a
single instrument shall exceed more than 10 per cent. of the total assets of
the Company at the time of investment, in accordance with the Company's
investment policy.

 

The intention of these instructions is to reduce the risk of any negative
impact on Shareholder value until the Scheme Effective Date.

 

Between the First General Meeting and ahead of the Effective Date, the
Company's investment portfolio will be realigned to ensure that the Company
has sufficient cash to meet the amounts expected to be due under the Cash
Option and assets suitable for transfer to

IGET.

Costs of implementing the Scheme

The costs of the Scheme payable by the Company are expected to be
approximately £750,330 inclusive of VAT which, for the purposes of this
calculation, is assumed to be irrecoverable where applicable.

The estimate of the Company's costs excludes the Liquidators' Retention to
cover unknown liabilities (estimated at £100,000) and does not take account
of any dealing costs which will be incurred by the Company in order to fund
the Cash Option and the Liquidation Pool.

The Company will bear the costs of liquidation and realignment of its
portfolio prior to the Calculation Date and any sale costs (including any
commissions, taxes and market changes) associated with the transfer of the
Company's portfolio to IGET.

The enlarged IGET will bear the costs of any stamp duty or listing fees
payable on the transfer of the Company's portfolio to IGET.

The Liquidators' Retention is estimated at £100,000 and will be retained by
the Liquidators to meet any unknown or unascertained liabilities of the
Company. To the extent some or all of the Liquidators' Retention remains when
the Liquidators decide to close the liquidation, this will be returned to
Shareholders that were on the Register as at the Record Date, provided that is
any such amount payable to any Shareholder is less than £5.00, it shall not
be paid to Shareholders but instead shall be retained by the Liquidators for
the benefit of IGET.

 

The Company and FTITML have mutually agreed that the AIFM Agreement will
terminate on the Scheme becoming effective. This is designed to protect the
Company from incurring any termination costs from the termination of the AIFM
Agreement and also protect the Company's position should the Scheme fail for
any reason.

 

Invesco has agreed to make a contribution to the costs of implementing the
Scheme under the Invesco Cost Contribution equivalent to 0.5 per cent. of the
value of the assets at the Calculation Date transferred from the Company to
IGET pursuant to the Scheme. The Invesco Cost Contribution will be satisfied
by way of a temporary (12 month) waiver of the management fee that would
otherwise be payable to Invesco. . In the event that the management agreement
between Invesco and IGET is terminated by IGET (other than for cause) during
the three year period following the Effective Date, IGET will be obliged to
pay all or part of the Invesco Costs Contribution depending on the date of
termination and with the repayment obligation reducing by one-third on each
anniversary of the Effective Date

 

The Invesco Cost Contribution will be primarily for the benefit of existing
IGET Shareholders, which will be applied as an adjustment to the IGET NAV in
calculating the IGET FAV in an amount equal to IGET's Direct Transaction
Costs, with any balance remaining allocated to the enlarged IGET, including
those Shareholders who elect or are deemed to elect for the Rollover Option.

In the event that the Scheme does not proceed then each party will bear their
own costs in connection with the Proposals.

Conditions of the Proposals

Implementation of the Proposals is subject to a number of conditions,
including:

·      the recommendation of the boards of the Company and IGET to
proceed with the Proposals which may be withdrawn at any time (including,
without limit, for material adverse change reasons);

·      the passing of the Scheme Resolutions to be proposed at the First
General Meeting and the Scheme Resolution to be proposed at the Second General
Meeting, or any adjournment of those meetings and upon any conditions of such
Scheme Resolutions being fulfilled;

·      the passing of the IGET Resolution to be proposed at the IGET
General Meeting to trading on the Main Market of the London Stock Exchange
(Main Market), subject only to allotment.

Any Scheme Condition may, subject to compliance with legal requirements, be
waived with the mutual agreement of both the Company and IGET at any time up
to completion of the Scheme.

If any Scheme Condition is not satisfied (or waived), the Proposals will not
become effective, the Company will not proceed with the winding-up and instead
will continue in existence. In these circumstances, the Company will bear its
own abort costs. The Directors will reassess the options available to the
Company at that time.

Shareholder meetings

The implementation of the Proposals will require two general meetings of the
Company. The notices convening the First General Meeting (to be held at 11.30
a.m. on 18 February 2026) and the Second General Meeting (to be held at 10.00
a.m. on 27 February 2026) are set out in the Circular.

Further details on the Resolutions are included in the Circular.

 

Recommendation and voting intentions

The Board considers the Proposals and the Scheme Resolutions to be proposed at
the General Meetings to be in the best interests of Shareholders as a whole.

Accordingly, the Board unanimously recommends Shareholders to vote in favour
of the Scheme Resolutions, as Directors who hold Shares intend to do in
respect of their own beneficial holdings, which total 24,780 Ordinary Shares
(representing approximately 0.03 per cent. of the Company's total voting
rights) as at the Latest Practicable Date. The Directors who hold Ordinary
Shares intend to roll over their entire beneficial holding of Ordinary Shares
into New IGET Shares.

The Board cannot, and does not, give any advice or recommendation to
Shareholders as to whether, or as to what extent, they should elect for any of
the options under the Proposals. The choice between the options available
under the Proposals will be a matter for each Shareholder to decide and will
be influenced by his or her individual investment objectives and by his or her
personal, financial and tax circumstances. Accordingly, Shareholders should,
before deciding what action to take, read carefully all the information in the
Circular.

Shareholders who are in any doubt as to the contents of the Circular or as to
the action to be taken should seek their own personal financial advice from an
appropriately qualified independent financial adviser authorised under FSMA.

Expected timetable

                                                                                 2026
 Latest time and date for receipt of Forms of Proxy and CREST voting             11.30 a.m. on 16 February
 instructions in respect of the First General Meeting
 First General Meeting                                                           11.30 a.m. on 18 February
 Latest time and date for receipt of Form of Election and TTE Instructions       1.00 p.m. on 18 February
 Record Date for entitlements under the Scheme and Ordinary Shares disabled for  6.00 p.m. on 18 February
 settlement in CREST
 Suspension of trading in Ordinary Shares                                        7.30 a.m. on 19 February
 Calculation Date                                                                5.00 p.m. on 20 February
 Latest time and date for receipt of Forms of Proxy in respect of the Second     10.00 a.m. on 25 February
 General Meeting
 Reclassification of the Ordinary Shares                                         26 February
 Suspension of listing of Reclassified Shares                                    7.30 a.m. on 27 February
 Second General Meeting                                                          10.00 a.m. on 27 February
 Appointment of the Liquidators                                                  27 February
 Effective Date for implementation of the Scheme                                 27 February
 Announcement of the results of Elections, the FRGT FAV per Share, the Cash      27 February
 Pool FAV per Share, and the IGET FAV per Share
 CREST accounts credited with, and dealings commence in, New IGET Shares         on or soon after 8.00 a.m. on 2 March
 Certificates despatched in respect of New IGET Shares during or as soon as      not later than 10 Business Days from the Effective Date
 practicable after
 Cheques despatched to Shareholders who elect for the Cash Option in accordance  not later than 10 Business Days from the Effective Date
 with their entitlements and CREST accounts credited with cash
 Cancellation of listing of Reclassified Shares                                  as soon as practicable after the Effective Date

Note: All references to time in this announcement are to UK time. Each of the
times and dates in the above expected timetable (other than in relation to the
General Meetings) may be extended or brought forward. If any of the above
times and/or dates change, the revised time(s) and/or date(s) will be notified
to Shareholders by an announcement through a Regulatory Information Service.

Defined terms used in this announcement shall, unless the context requires
otherwise, have the meanings ascribed to them in the Circular.

Enquiries:

 

 Franklin Global Trust plc                      c/o J.P. Morgan Cazenove

 Christopher Metcalfe, Chair

 J.P. Morgan Cazenove (Sole Financial Adviser)  +44 (0) 20 3493 8000

 William Simmonds

 Rupert Budge

 

 1  As at the Latest Practicable Date

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCAKKBQKBKBDDB



            Copyright 2019 Regulatory News Service, all rights reserved