10 December 2019
Premier Global
Infrastructure Trust PLC
Publication of Circular
The Board of Premier Global Infrastructure Trust PLC (the
“Company”) has become aware of a technical issue in respect of the
payment of certain historic dividends paid by the Company in the
financial years ended 31 December
2015, 2016, 2017 and 2018 (the “Relevant Distributions”).
While the Company at all times had sufficient distributable
reserves to pay these dividends, the Company made a procedural
error by failing to file interim accounts at Companies House to
support them. Therefore, regrettably, the dividends were not made
in accordance with applicable law.
As a result, the Company has been advised that it may have
claims against past and present shareholders who were recipients of
these dividends and against persons who were directors of the
Company at the time they were paid.
In order to ensure that the Company cannot make any such claims,
and to put these parties (so far as possible) in the position in
which they were always intended to be had the dividends been
properly made, the Company is convening a general meeting at which
it will put forward a Resolution to enter into a Shareholders’ Deed
of Release and a Directors’ Deed of Release. The consequence of the
entry into these deeds by the Company is that the Company will be
unable to make any claims against past and present shareholders of
the Company who were recipients of Relevant Distributions (the
“Recipient Shareholders”) or past and present directors who were
directors at the time a Relevant Distribution was made (the
“Relevant Directors”). The Directors’ Deed of Release constitutes a
related party transaction for the purposes of the Listing Rules and
therefore the Resolution must be approved by the Company’s
shareholders who are not interested related parties.
The Company has today published and posted to shareholders a
notice of a general meeting of the Company and related explanatory
circular (the Circular) convening a general meeting at
which a resolution will be proposed which will, if passed, give the
Board authority to enter into the Shareholders’ Deed of Release and
Directors’ Deed of Release and put all potentially affected parties
so far as possible in the position in which they were always
intended to be had the Relevant Distributions been made in
accordance with the procedural requirements of the Act.
Copies of the circular, as well as final forms of the
Shareholders' Deed of Release and the Directors' Deed of Release
are available on the Company's website
(www.premierfunds.co.uk/premier-global-infrastructure-trust-plc).
The Circular contains further details in relation to the Relevant
Distributions, Recipient Shareholders and Relevant Directors, as
well as the consequences of the Relevant Distributions having been
made otherwise than in accordance with the Act. The notice, which
is contained in the Circular, convenes the general meeting of the
Company for 11.00 a.m. on
15 January 2020 at the offices of
Premier Fund Managers Limited, Eastgate Court, High Street,
Guildford, Surrey, GU1 3DE.
Enquiries:
Premier Fund Managers Limited (Company
Secretary)
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+ 44 (0) 1483 30 60 90 |
Henry Pollard
James Smith
Claire Long |
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