REG-Premier Miton Global Renewables Trust Plc: Circ re- Recommended proposals for the reconstruction and voluntary winding-up of the Company

Premier Miton Global Renewables TrustAnnouncement

06/11/2025 07:02

Premier Miton Global Renewables Trust Plc (the “Company”)

Legal Entity Identifier:                    2138004SR19RBRGX6T68

 

6 November 2025

RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION AND VOLUNTARY WINDING-UP OF THE
COMPANY

 

Introduction

Further to the announcement by the Company on 18 September 2025, the Board is
pleased to announce today the publication of a circular (the “              
      Circular                    ”) in relation to the proposed the
winding-up of the Company by way of a scheme of reconstruction pursuant to
Section 110 of the Insolvency Act 1986 (the "                     Scheme      
             "). Under the terms of the Scheme, Shareholders are being given
the option to: (i) roll over their investment into Premier Miton Global
Infrastructure Income Fund (the "                     Sub-Fund                
   "), a sub-fund of Premier Miton Investment Funds 3 (the "                  
  OEIC                    "), an open-ended fund also managed by Premier Fund
Managers Limited (the "                     Investment Manager                
   ");                      and/or (ii) to receive a cash exit at net asset
value (the “                     Proposals                    ”), in each
case less the costs of the Proposals. The roll over into the Sub-Fund will be
the Default Option.

The opportunity to roll over into the Sub-Fund will provide Shareholders with
the ability to maintain their investment in a vehicle which provides exposure
to securities of companies operating in the infrastructure sector, offers a
dividend yield and has generated strong historic performance. The Sub-Fund
aims to provide investors with income together with capital growth over the
long term, being five years or more, by investing at least 80 per cent. of its
assets in companies active in the infrastructure industry. It is larger than
the Company with net assets of approximately £77.2million (as at the Latest
Practicable Date), and benefits from a lower ongoing charges ratio.         
            The Sub-Fund has also generated stronger total return performance
than the Company over one, three and five years to 30 September 2025 and
offers an historic dividend yield of 4.03 per cent. as at 30 September 2025.

In order to consider and approve the Proposals, General Meetings have been
convened for 25 November 2025 (the "First General Meeting") and 5 December
2025 (the "Second General Meeting").

Terms used and not defined in this announcement shall have the meanings given
to them in the Circular.

The Board is unanimously of the opinion that the Proposals are in the best
interests of Shareholders as a whole. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of all of the Resolutions to be
proposed at the General Meetings of the Company and that they submit their
proxy appointments accordingly, whether or not they intend to attend the
General Meetings.

Benefits of the Proposals

The Directors consider that the Proposals should have the following benefits
for all Shareholders as compared to their current position, or under a
liquidation:
*            they enable Shareholders to roll over some or all of their
investment into the Sub-Fund which provides exposure to securities of
companies operating in the infrastructure sector, offers a dividend yield, has
generated stronger total return performance than the Company over one, three
and five years to 30 September 2025 and is managed by the same Investment
Manager;             
 
*            Shareholders will not suffer the full dealing costs that would be
incurred on the realisation of the Company's entire portfolio in the event of
a simple winding-up; and          
*            Premier Portfolio Managers Limited, the Company’s alternative
investment fund manager (the “AIFM”) has agreed to make a fixed
contribution to the Company’s costs of the Proposals.
 

Conditions to the Scheme

The Scheme is conditional, among other things, upon:

a)                         the passing of all Resolutions to be proposed
at: (i) the First General Meeting; and (ii) the Second General Meeting (or at
any adjournments thereof) and upon any conditions of such Resolutions being
fulfilled;

b)                         the FCA agreeing to amend the listing of the
Ordinary Shares to reflect their reclassification as Reclassified Shares for
the purpose of implementing the Scheme; and

c)                         the Directors and the OEIC’s authorised
corporate director (“ACD”), being Premier Portfolio Managers Limited,
resolving to proceed with the Scheme.

In the event that any of the conditions referred to in paragraphs (a)(i) or
(b) fails, the Second General Meeting will be adjourned indefinitely and the
Scheme will lapse.

 

The Sub-Fund

The Sub-Fund is an open-ended investment fund which aims to provide an income
together with capital growth over the long term, being five years or more, by
investing in an actively managed portfolio with a minimum of 80 per cent. of
its assets in shares in companies that operate in the infrastructure industry
globally. The Sub-Fund may also invest up to 20 per cent. of its assets in
other investments which may include government and corporate bonds,
convertible bonds, warrants, collective investment schemes and cash and
cash-like investments.

The Sub-Fund, like the Company, is able to make investments in securities of
companies operating in the infrastructure sector. It is larger than the
Company, with net assets of approximately £77.2 million as at the Latest
Practicable Date, and benefits from a lower ongoing charges ratio.

The OEIC (product reference number: 565733) is an open-ended investment
company with variable capital incorporated in England and Wales and authorised
by the Financial Conduct Authority as an undertaking for collective investment
in transferable securities (UCITS scheme) with effect from 14 September 2011.
The Sub-Fund (being a sub-fund of the OEIC whose product reference number is
773028) is itself approved as a sub-fund of the OEIC and was launched in 2017.

The Sub-Fund Shares will not be admitted to listing and/or to trading by any
authority or stock exchange.

 

Mechanics of the Scheme

Prior to implementation of the Scheme, the Company's portfolio will be
realigned such that by the Effective Date, the Company will hold securities
identified for receipt by the Sub-Fund as being consistent with the Sub-Fund's
investment policy.

If the Scheme is to be implemented, the AIFM will, upon the Calculation Date,
calculate the Company's Total Assets (calculated in accordance with the
provisions detailed in paragraph 1 and paragraph 7.1 of Part 2 of the
Circular).

On or shortly after the Calculation Date, the AIFM, in consultation with the
Liquidators, will procure that the Company finalises the division of the Total
Assets and appropriates them to three separate and distinct pools (the
Liquidation Pool, the Rollover Pool and the Cash Pool) as follows:

a)                         there will be appropriated to the Liquidation
Pool such assets and cash of the Company of a value (including the Retention)
which is estimated by the Liquidators to be sufficient to meet the current and
future, actual and contingent liabilities of the Company (which, as set out
below, includes any liabilities of the ZDP Subsidiary), together with any
illiquid holdings of the Company that would be unsuitable for transfer to the
Sub-Fund (to the extent they have not otherwise been sold prior to the
Effective Date) (further details are provided in Part 2 of the Circular). The
Company and the ZDP Subsidiary have entered into undertaking agreements
pursuant to which the Company has agreed that, on or following the ZDP
Subsidiary Planned Winding Up Date, it will contribute to the ZDP Subsidiary
an amount which would result in the ZDP Subsidiary having sufficient assets to
satisfy, in addition to any other liabilities and amounts required by the ZDP
Subsidiary by way of liquidation costs, the Final Capital Entitlement; and

 

b)                         there will be appropriated to the Rollover Pool
and the Cash Pool the undertaking, cash and other assets of the Company
remaining after the appropriation to the Liquidation Pool referred to above,
based on Elections (or deemed Elections) by Shareholders for Sub-Fund Shares
and/or cash respectively.

On the Effective Date, or as soon as practicable thereafter, the Liquidators
will deliver to the OEIC (or its nominee), acting through the OEIC ACD,
particulars of the assets comprised in the Rollover Pool, together with a
schedule certified by the Registrar of the names and addresses of, and the
number of Ordinary Shares held by, each Shareholder (as shown on the Register)
who will participate in the Scheme and who has elected, or is deemed to have
elected, in whole or in part, for Sub-Fund Shares.

On the Effective Date, or as soon as practicable thereafter, the Liquidators
will enter into, and will procure that the Company enters into, the Transfer
Agreement (subject to such modifications as may be agreed by the parties
thereto) with the OEIC (acting through the OEIC ACD) whereby the Liquidators
will procure the transfer of the assets in the Rollover Pool to the OEIC (or
its nominee), for the benefit of the Sub-Fund, in exchange for the allotment
of Sub-Fund Shares to the Liquidators as nominees for the relevant
Shareholders on the basis set out in paragraph 7.3 of Part 2 of the Circular.
Further details regarding the Transfer Agreement are set out in paragraph 2 of
Part 5 of the Circular.

The undertaking, cash and other assets comprising the Cash Pool shall be held
and managed with a view to their realisation and distribution in the course of
the liquidation and shall be distributed by the Liquidators in cash amongst
Shareholders that have elected for cash under the Scheme. It is expected that
cheques will be despatched and CREST payments made to Shareholders in respect
of the Cash Option as soon as practicable following the Effective Date.

Under the Proposals, the Company will be wound up by means of a members'
voluntary liquidation. In consultation with the Liquidators, the Directors
will set aside sufficient assets in the Liquidation Pool to meet all current
and future, actual and contingent liabilities of the Company (which includes
the liabilities of the ZDP Subsidiary), including the costs of implementing
the Scheme and an amount considered sufficient to purchase the interests of
any Dissenting Shareholders. In consultation with the Liquidators, the
Directors will also provide, in the Liquidation Pool, for a Retention which
they, together with the Liquidators, consider will be sufficient to meet any
contingent and unknown liabilities of the Company (which includes any such
liabilities of the ZDP Subsidiary). The Retention is currently not expected to
exceed £100,000. The Liquidation Pool will also contain any illiquid holdings
that would be unsuitable for transfer to the Sub-Fund (to the extent they have
not otherwise been sold prior to the Effective Date).

The Liquidation Pool will be applied by the Liquidators in discharging all
current and future, actual and contingent liabilities of the Company (which
includes the liabilities of the ZDP Subsidiary) and, if there is any balance
remaining after discharging such liabilities, the Liquidators will in due
course pay the same to Shareholders on the Register on the Winding-up Date
pro-rata to their respective holdings of Ordinary Shares, provided that, if
any such amount payable to any Shareholder is less than £5.00, it will not be
paid to such Shareholder and will instead be aggregated and paid by the
Liquidators to the Nominated Charity. The Liquidators will also be entitled to
make interim payments to Shareholders in proportion to their holdings of
Ordinary Shares. Shareholders should therefore keep the Registrar and the
Liquidators advised of any changes to their details after the Effective Date.
For these purposes, any Ordinary Shares held by Dissenting Shareholders will
be ignored.

 

Interim dividends

It is anticipated that the Company may pay one or more interim dividends in
advance of the Calculation Date in order to ensure that the Company meets the
distribution requirements to maintain investment trust status. Information
relating to the declaration and payment of such interim dividends (if any)
will be released by the Company via an RNS in advance of the Calculation Date.

 

Costs of the Proposals

The Company will bear its own costs and expenses incurred in connection with
the Proposals.

Any liability for transfer taxes in respect of the transfer of certain assets
to the Sub-Fund will be borne by the Sub-Fund, provided that, in those
jurisdictions where it is customary for the liability for transfer taxes to be
split between the transferor and the transferee, the Company shall bear such
part of the transfer tax liability (as part of its own costs and expenses
incurred in connection with the Proposals) to the extent that such part of the
transfer tax liability is customarily borne by the transferor in the relevant
jurisdiction.

The costs payable by the Company in connection with the implementation of the
Proposals are expected to be approximately £720,000 (including VAT, where
applicable but excluding the costs associated with: (i) the realisation of
assets to fund the Final Capital Entitlement and the entitlements of those
Shareholders who have elected (or are deemed to have elected) for the Cash
Option; and (ii) any realignment of the Company’s portfolio to constitute
the Rollover Pool).

The AIFM has agreed to make a fixed contribution to the Company’s costs of
the Proposals and has agreed to waive any fee which would otherwise be payable
to it on the termination of the Investment Management Agreement.

 

Expected Timetable

 Latest time and date for receipt of proxy appointments from Shareholders for the First General Meeting                                            12.00 p.m. on 21 November                                                
 Latest time and date for receipt of the Form of Election and/or TTE Instructions from Shareholders wishing to elect for the Cash Option           1.00 p.m. on 24 November                                                 
 Latest time and date for receipt of Tax Residency Self-Certification Forms from Unverified Shareholders wishing to elect for the Rollover Option  1.00 p.m. on 24 November                                                 
 Scheme Entitlements Record Date                                                                                                                   6.00 p.m. on 24 November                                                 
 Ordinary Shares disabled in CREST                                                                                                                 6.00 p.m. on 24 November                                                 
 Suspension of trading in Ordinary Shares                                                                                                          7.30 a.m. on 25 November                                                 
 First General Meeting                                                                                                                             12.00 p.m. on 25 November                                                
 ZDP Subsidiary Planned Winding-up Date                                                                                                            28 November                                                              
 Calculation Date                                                                                                                                  11.59 p.m. on 2 December                                                 
 Latest time and date for receipt of proxy appointments from Shareholders for the Second General Meeting                                           10.00 a.m. on 3 December                                                 
 Reclassification of the Ordinary Shares                                                                                                           8.00 a.m. on 4 December                                                  
 Suspension of dealings in Reclassified Shares                                                                                                     7.30 a.m. on 5 December                                                  
 Second General Meeting                                                                                                                            10.00a.m. on 5 December                                                  
 Effective Date                                                                                                                                    5 December                                                               
 Sub-Fund Shares issued pursuant to the Scheme                                                                                                     5 December                                                               
 First day of dealing in Sub-Fund Shares                                                                                                           8 December                                                               
 Repayment of Final Capital Entitlement in respect of the ZDP Shares                                                                               not later than 14 days after the ZDP Subsidiary Planned Winding-up Date  
 Contract notes expected to be despatched in respect of Sub-Fund Shares issued pursuant to the Scheme                                              as soon as practicable following the Effective Date                      
                                                                                                                                                                                                                            
 Cheques expected to be despatched and CREST payments made to Shareholders in respect of the Cash Option                                           as soon as practicable following the Effective Date                      
 Cancellation of listing of Reclassified Shares                                                                                                    as soon as practicable after the Effective Date                          

 

 

The times and dates set out in the expected timetable of events above and
mentioned throughout this document (other than in respect of the General
Meetings) may be adjusted by the Company in which event details of the new
times and dates will be notified, as requested, to the Financial Conduct
Authority, the London Stock Exchange and, where appropriate, Shareholders. All
references to time in this document are to UK time                    .

 

 

 

The City Code on Takeovers and Mergers is not expected to apply to the Scheme.

 

For further information, please contact:

 Premier Portfolio Managers Limited  Claire Long                    T: +44 (0) 1483 30 60 90  
 Cavendish Capital Markets Limited   Tunga Chigovanyika             T: +44 (0) 20 7397 1915   
                                     (Corporate Finance)                                      
                                     Pauline Tribe (Sales)          T: +44 (0) 20 7220  0500  
                                     Justin Zawoda-Martin (Sales)                             

 



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