ICA Investec Cap.

 
TIDMICA 
 
6 April 2010 
 
Investec Capital Accumulator Trust Limited ("THE COMPANY") 
 
CIRCULAR RE PROPOSED VOLUNTARY WINDING-UP 
 
An extraordinary general meeting (EGM) was held on 26 March 2009 at which 
Shareholders approved the continuation of the Company until May 2010. The 
Company announces that it is today posting a circular convening a meeting of 
Shareholders to be held at 11 a.m. on 30 April 2010 at Guinness Flight House, 
La Plaiderie, St Peter Port, Guernsey, GY1 3QH outlining the Board's proposals 
relating to the voluntary winding up of the Company and the commencement of the 
process for the liquidation of the Company's portfolio and the return of cash 
to Shareholders as quickly as practicable. The voluntary winding up of the 
Company is conditional on the approval of Shareholders at the General Meeting. 
 
Background to and reasons for the Proposals 
 
The Company was launched on 3 October 2005 as an investment company to address 
the lack of investment opportunities in high quality zero dividend preference 
shares following the loss of confidence in the split capital structure in the 
early part of the decade and also to act as a roll-over vehicle for holders of 
zero dividend preference shares on the reconstruction of split capital funds. 
 
The Company's investment objective is to achieve steady capital growth over the 
long term at a level of risk lower than that of the FTSE All-Share Index. The 
Company's portfolio is invested in unlisted equity derivatives or in equity 
derivative combinations (`ZEBRAs' or Zero Equivalent Balanced Return Assets), 
typically of UK companies. The manager may also invest in other listed and 
unlisted derivative products, investment companies, other listed equities, 
fixed interest securities and units in collective investment schemes. 
 
The Company uses a discount control policy which is made up of the annual 
authority sought from Shareholders to buy back up to 14.99% of the Company's 
shares and the Directors' intention to use such authority to seek to reduce the 
discount where the Company's shares have traded at a discount of wider than 5% 
in relation to their Net Asset Value for a continuous period of 60 dealing days 
or more. If the Company's discount is more than 5% of Net Asset Value for 120 
dealing days or more, the Directors are required to convene an extraordinary 
general meeting, within three months following the end of the 120 day period, 
to consider an ordinary resolution for the continuation of the Company. 
 
On 3 December 2008, the Company announced that its shares had traded at a 
discount of wider than 5% to Net Asset Value since 12 September 2008. 
 
As a result, the Board convened an extraordinary general meeting of the Company 
on 26 March 2009 at which Shareholders approved the proposals on the 
continuation of the Company in its then current form until May 2010. 
Shareholders also approved amendments to the Company's investment policy to 
permit the manager to invest in a broader range of asset classes. 
 
At the time of the continuation vote, the Company's portfolio had been 
adversely affected by the fall in equity markets and its exposure to Lehman 
Brothers, one of the counterparties to the Company's ZEBRA investments, which 
was placed into administration in September 2008. As a result, the Board 
considered that there was unrealised value from the unwinding of volatility 
from the Company's ZEBRA investments being held to maturity and it would 
therefore be in Shareholders' best interests to hold the majority of the 
existing ZEBRA investments until their redemption dates. May 2010 was 
considered an opportune time to return cash to Shareholders as by that date 
approximately 85% of the Company's current portfolio of ZEBRAs would have 
matured and would not therefore be subject to the reduction in value due to 
poor liquidity which was apparent at the time. The Board also considered that 
by adopting an orderly redemption process through holding the majority of the 
Company's ZEBRA investments to their maturity until May 2010, value within the 
Company's portfolio will be optimised while minimising costs. In the event 
market conditions permitted the realisation of the instruments within the ZEBRA 
portfolio with longer maturity than May 2010 at beneficial levels. 
 
In the year ended 30 September 2009 the Net Asset Value rose by 13.1% from 
83.11p to 93.96p. This compared to a rise of 10.8% in the FTSE All-Share Index 
and this was achieved with lower volatility than the index. The Board considers 
that the outperformance was due to a number of factors, the most relevant of 
which were: the reduction in volatility which boosted the values of the ZEBRAs 
and the structured products, good stock selection helped a number of the ZEBRAs 
bounce significantly and the pull to maturity created a volatility unwind. The 
Shares ended the year to 30 September 2009 at a 9.8% discount to Net Asset 
Value and have remained below a 6% discount since 1 December 2009. 
 
In proposing that the Company be wound up, the Directors are aware that the 
vote for continuation of the Company passed by Shareholders at the 
extraordinary general meeting of the Company on 26 March 2009 was on the basis 
that the Board propose the winding-up of the Company at or around May 2010. The 
Directors have also had regard for the limited trading in the Shares and the 
absence of any new long term investors in the Company, together with the desire 
on the part of some Shareholders to realise their investment in cash. 
 
The Proposals 
 
It is proposed that the Company be voluntarily wound up in accordance with the 
Law on 30 April 2010 and that Ashley Charles Paxton and Steven David Stormonth 
of KPMG Channel Islands Limited be appointed liquidators of the Company. The 
remuneration of the Liquidators shall be payable on the basis of a fixed fee. 
The payment of fees to the Directors will cease from that point and no payments 
for loss of office will be made. 
 
Under the Proposals, the Company will be wound up by means of a members' 
voluntary liquidation in accordance with the Law andthe Articles. The 
winding-up of the Company will become effective immediately upon the passing of 
the Resolution to be proposed at the General Meeting of the Company. 
 
If Shareholders approve the Proposals, the admission of the Shares to the 
London Stock Exchange will be cancelled and the Company will be voluntarily 
wound up in accordance with the provisions of the Law and the cash proceeds of 
the liquidation of the Company will be distributed to Shareholders. 
 
If Shareholders do not approve the Proposals, the proposed distribution of the 
Company's assets to Shareholders in the liquidation will not take place. The 
Company will continue and the Directors will consider what further action to 
take at that time. 
 
As at the close of business on 31 March 2010, (the latest practicable date 
prior to the publication of the Circular) the unaudited Net Asset Value of the 
Company was GBP29.9 million. At this date the Company had GBP23.7 million in liquid 
assets and GBP6.2 million in cash. If Shareholders vote in favour of the 
Proposals, on the liquidation of the Company, the Liquidators will set aside 
sufficient liquid assets in a Liquidation Fund to meet the Company's 
liabilities including the costs of the Proposals. The Liquidation Fund will 
include a Retention which will be set at an amount that the Liquidators 
consider sufficient to meet any unascertained and unknown liabilities of the 
Company, for example, any unforeseen Shareholder claims against the Company. 
This Retention is currently expected not to exceed GBP500,000. 
 
Pursuant to the Law, the Liquidators have a statutory duty to realise the 
Company's assets and discharge its debts and liabilities before distributing 
surplus assets to Shareholders. 
 
Accordingly, the Liquidators intend to make an initial, main liquidation 
distribution to Shareholders in the week commencing 3 May 2010. 
 
Assuming no change in the Net Asset Value, the Board estimates that, after 
allowing for the provisions detailed above, the initial, main cash distribution 
will be approximately 93.1p per Share in the Company. 
 
Following the payment of the initial distribution to Shareholders and after 
paying any unascertained and unknown liabilities of the Company, the costs of 
liquidation and settling all tax and other liabilities of the Company, the 
Liquidators will release an RIS announcement detailing the date of any intended 
further distribution to Shareholders of the balance of the Liquidation Fund. It 
is envisaged that any such further distribution will be made within 4 months of 
the passing of the Resolution by Shareholders at the General Meeting. 
 
Benefits and risks of the Proposals 
 
By proposing the winding-up of the Company to commence on 30 April 2010 and the 
return of cash to Shareholders, the Board believes that: 
 
  * Shareholders will have the opportunity to realise their investments for 
    cash at a level close to Net Asset Value; 
 
  * the liquidation of the Company would enable Shareholders to dispose of 
    their Shares free of dealing costs; and 
 
  * costs of winding-up will be negligible. 
 
The Board has reached the view that immediate liquidation of the Company's 
portfolio and the return of cash is in the best interests of Shareholders. 
 
Arrangements with the Company's service providers 
 
Assuming the Proposals proceed, all arrangements with the Company's service 
providers (save for the Company's Registrars who will shall be retained until 
such time as the final distribution is paid to Shareholders) will be terminated 
upon the Company being placed into liquidation or when any services being 
performed in connection with the Proposals have been completed. No compensation 
is payable in connection with the termination of these contracts. 
 
Dealings, settlement and cancellation of listing 
 
The Register will be closed and the Shares will be disabled in CREST at the 
close of business on 29 April 2010 and, to be valid, all transfers must be 
lodged before that time. The last day for trading in the Shares on the London 
Stock Exchange for normal settlement (in order to enable settlement prior to 
the Record Date) will be 23 April 2010. As from 26 April 2010, dealings should 
be for cash settlement only and will be registered in the normal way if the 
transfer, accompanied by documents of title, is received by the Registrar by 
5.00 p.m. on 29 April 2010. The Record Date, being the date for determining 
which Shareholders are entitled to receive liquidation distributions, is the 
close of business on 29 April 2010. Transfers received by the Registrar after 
5.00 p.m. on 29 April 2010 will be returned to the person lodging them. 
 
Dealings in Shares on the London Stock Exchange will be suspended at 7.30 a.m. 
on 30 April 2010 and, at the same time, the listing on the Official List will 
be suspended. Should the Proposals be implemented, the listing of the Shares on 
the Official List will be cancelled with effect from 8:00 a.m. on 11 May 2010. 
 
The Liquidators intend to make the initial, main distribution to Shareholders 
in the week commencing 3 May 2010 or as soon as practicable thereafter. 
 
Dividends 
 
No dividends will be declared or paid if the Proposals are approved. 
 
Costs of the Proposal 
 
The expenses, including VAT, incurred in relation to the Proposals (including 
all printing costs, postage costs, professional advice and the Liquidators' 
fees) are currently estimated to amount to approximately GBP60,000 (equivalent to 
approximately 0.19p per Share). 
 
General Meeting 
 
The implementation of the Proposals will require the passing by Shareholders of 
the Resolution at the General Meeting, which has been convened for 11.00 a.m. 
30 April 2010. The Resolution is a special resolution and as such will require 
the approval of not less than 75% of the votes cast at the General Meeting, 
whether in person or by proxy, in order for it to be passed. The Proposals are 
conditional upon the passing of the Resolution at the General Meeting of the 
Company. 
 
Recommendation 
 
The Board considers the Resolution to be in the best interests of Shareholders 
as a whole. Accordingly, the Board unanimously recommends Shareholders to vote 
in favour of the Resolution to be proposed at the General Meeting. The 
Directors intend to vote in favour of the Resolution in respect of their own 
beneficial holdings of Shares (amounting to 107,248 Shares in the Company 
representing approximately 0.34% of the issued share capital of the Company at 
the date of this announcement). 
 
Expected Timetable 
 
Last date for trading Shares on a                               23 April 2010 
normal non-cash settlement basis 
 
Latest time and date for receipt of               11.00 a.m. on 28 April 2010 
Forms of Proxy for use at the General 
Meeting of the Company 
 
Registers close and Record Date for                5.00 p.m. on 29 April 2010 
Shareholder entitlements in respect of 
the liquidations 
 
Suspension of Shares from trading on               7.30 a.m. on 30 April 2010 
the London Stock Exchange and 
suspension of the listing for the 
Shares on the Official List 
 
General Meeting of the Company                       11 a.m. on 30 April 2010 
 
Appointment of Liquidator in respect                            30 April 2010 
of the Company 
 
Expected first distribution to                     Week commencing 3 May 2010 
Shareholders* 
 
Cancellation of listing                              8:00 a.m. on 11 May 2010 
 
* Cash distributions will be effected by crediting CREST accounts or by 
dispatching cheques on the date of the relevant distribution. 
 
This announcement does not contain all the information which is contained in 
the Circular and Shareholders should read the Circular to make an informed 
decision on the proposals. 
 
Copies of the Circular are available at the Company's registered office, 
Guinness Flight House, La Plaiderie, St Peter Port, Guernsey, GY1 3QH or at the 
offices of Eversheds LLP, One Wood Street, London, EC2V 7WS. 
 
Terms used in this announcement have the same meaning as in the Circular. 
 
Enquiries 
 
Sheila Ozanne 
 
Investec Asset Management Guernsey Limited 
 
Guinness Flight House, 
 
La Plaiderie, 
 
St Peter Port, 
 
Guernsey, GY1 3QH 
 
+44 (0)1481 710404 
 
Notes 
 
A copy of the Circular will be submitted shortly to the UK Listing Authority 
and will be available for inspection at the UK Listing Authority's Document 
Viewing Facility, which is situated at: 
 
The Financial Services Authority 
 
25 the North Colonnade 
 
Canary Wharf 
 
London E14 5HS 
 
lon_lib140305825 
 
 
 
END 
 

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