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214405 Investec HIT Circular

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214405 Investec HIT Circular Powered By Docstoc
					THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT                                                  13.3.1R (4)

CONTAINS PROPOSALS RELATING TO THE LIQUIDATION OF INVESTEC HIGH
INCOME TRUST PLC AND INVESTEC HIGH INCOME SECURITIES PLC ON WHICH YOU
ARE BEING ASKED TO VOTE. If you are in any doubt about the contents of this document or the
action you should take, you are recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor, accountant or other independent
financial adviser who is authorised under the Financial Services and Markets Act 2000. All
Shareholders are strongly advised to consult their professional advisers regarding their own tax
position.

If you have sold or transferred all of your Shares in Investec High Income Trust PLC (the “Company”)                  13.3.1R (6)

and/or Investec High Income Securities PLC (the “Subsidiary”), please send this document, together
with the accompanying Form of Proxy, immediately to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to
the purchaser or the transferee.




               Investec High Income Trust PLC
     (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 4170085.
                  An investment company within the meaning of section 833 of the Companies Act 2006)




         Investec High Income Securities PLC
     (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 4170088.
                  An investment company within the meaning of section 833 of the Companies Act 2006)




                       Proposed Voluntary Winding-Up
                                    and
                        Notices of General Meetings



Notices of General Meetings of the Company and of the Subsidiary to be held at 10.00 a.m. and
10.05 a.m. respectively on 20 March 2009 at the offices of Investec Investment Management Limited,
Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA are set out at the end of this document.

Shareholders are requested to return the Form of Proxy accompanying this document. To be valid, the
accompanying Form of Proxy should be completed and signed in accordance with the instructions
printed thereon and returned so as to be received by the Company’s registrar, Capita Registrars,
(Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and in
any event so as to arrive not later than 48 hours before the appointed time for the relevant meeting.
                                                   CONTENTS

Expected Timetable of Events                                                                                         2

Definitions                                                                                                          3

Part I Letter from the Chairman                                                                                      5

Part II General Information                                                                                         11

Notice of General Meeting – Investec High Income Trust PLC                                                          14

Notice of General Meeting – Investec High Income Securities PLC                                                     16




                                 EXPECTED TIMETABLE OF EVENTS

Payment of third and final Interim Dividend                                                          19 March 2009

Latest time and date for receipt of Forms of Proxy
for use at the General Meeting of the Company                                       10.00 a.m. on 18 March 2009

Latest time and date for receipt of Forms of Proxy
for use at the General Meeting of the Subsidiary                                    10.05 a.m. on 18 March 2009

Registers close and Record Date for Shareholder
entitlements in respect of the liquidations                                           5.00 p.m. on 18 March 2009

Suspension of Shares from trading on the
London Stock Exchange and suspension of the listing
for the Shares on the Official List                                                   7.00 a.m. on 20 March 2009

General Meetings of the Company and the
Subsidiary respectively                                           10.00 a.m. and 10.05 a.m. on 20 March 2009

Appointment of Liquidator in respect of the
Company and the Subsidiary                                                                           20 March 2009

Expected distribution to ZDP Shareholders*                                   Week Commencing 23 March 2009

Expected first distribution to Ordinary Shareholders*                           Week commencing 27 April 2009

Cancellation of listing                                                                                 March 2010

* Cash distributions will be effected by crediting CREST accounts or by dispatching cheques on the date of the relevant
  distribution.




                                                          2
                                          DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

“Articles”                           the Articles of Association of the Company and/or the
                                     Subsidiary as the context requires

“Board” or “Directors”               the directors of the Company and/or the Subsidiary as at the
                                     date of this document, as the context requires

“Company”                            Investec High Income Trust PLC

“CREST”                              the relevant system (as defined in the CREST Regulations) in
                                     respect of which Euroclear UK & Ireland Limited is the
                                     Operator (as defined in the CREST Regulations)

“CREST Regulations”                  the Uncertificated Securities Regulations 2001 (SI 2001/3755)
                                     (as amended)

“Effective Date”                     the date upon which the Company and the Subsidiary are placed
                                     in liquidation, expected to be 20 March 2009

“Form of Proxy”                      the form of proxy accompanying this document for use at the
                                     relevant General Meeting

“General Meetings”                   the general meeting of each of the Company and the Subsidiary
                                     convened for 10.00 a.m. and 10.05 a.m. respectively on 20 March
                                     2009 (or any adjournment thereof), notice of which is set out at
                                     the end of this document

“Liquidation Fund”                   the fund (including the Retention) to be established by the
                                     Liquidators under the Proposals to meet the liabilities of the
                                     Company

“Liquidators”                        the proposed joint liquidators of the Company being Laura
                                     Waters and Richard Setchim of PricewaterhouseCoopers LLP,
                                     Plumtree Court, London EC4A 4HT

“London Stock Exchange”              the London Stock Exchange plc

“Official List”                      the list maintained by the UK Listing Authority pursuant to Part
                                     VI of the Financial Services and Markets Act 2000

“Ordinary Shareholders”              holders of ordinary shares of 25p each in the capital of the
                                     Company or the Subsidiary, as the context requires

“Proposals”                          the proposals for the voluntary winding-up of the Company and
                                     the Subsidiary, as set out in this document

“Record Date”                        the record date for the Proposals, which is expected to be close of
                                     business on 18 March 2009

“Register”                           the register of members of the Company and/or the Subsidiary,
                                     as the context may require

“Registrar”                          Capita Registrars, registrar to each of the Company and the
                                     Subsidiary




                                                  3
“Resolutions”            the special resolutions to be proposed at the General Meetings
                         for the voluntary winding-up of the Company and the
                         Subsidiary

“Retention”              the retention to be made by the Liquidators on account of
                         unascertained and unknown liabilities in respect of both the
                         Company and the Subsidiary

“Shareholders”           holders of Shares

“Shares”                 ordinary shares of 25p each in the capital of the Company
                         and/or the Subsidiary and/or the ZDP Shares, as the context
                         requires

“Subsidiary”             Investec High Income Securities PLC

“UK”                     United Kingdom of Great Britain and Northern Ireland

“UK Listing Authority”   the Financial Services Authority acting in its capacity as the
                         competent authority for listing in the UK under Part VI of the
                         Financial Services and Markets Act 2000

“ZDP Shareholders”       holders of ZDP Shares

“ZDP Shares”             zero dividend preference shares of 25p each in the capital of the
                         Subsidiary




                                     4
                                                       PART I

                                    LETTER FROM THE CHAIRMAN


               Investec High Income Trust PLC
     (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 4170085.
                  An investment company within the meaning of section 833 of the Companies Act 2006)



         Investec High Income Securities PLC
     (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 4170088.
                  An investment company within the meaning of section 833 of the Companies Act 2006)



Directors:                                                                                         Registered Office:
James Dawnay (Chairman)                                                                            2 Gresham Street
Timothy Guinness                                                                                             London
Christopher Russell                                                                                      EC2V 7QP
David Watts
Giles Weaver
                                                                                                   25 February 2009

Dear Shareholder

   PROPOSED VOLUNTARY WINDING-UP OF THE COMPANY AND THE SUBSIDIARY
Background to and reasons for the Proposals
The Company was incorporated on 28 February 2001. It was launched in March 2001 as an investment                        13.3.1R (1)

company with the objective of generating a high and growing level of income with the potential for                      13.3.1R (3)

capital growth from a portfolio principally invested directly or indirectly in equities.

The Subsidiary was incorporated on 28 February 2001 as an investment company. It is a special
purpose subsidiary formed solely to issue the ZDP Shares and lend the proceeds of such issue to the
Company.

The Subsidiary’s ZDP Shares carry an entitlement to be redeemed at a fixed price of 195.54p per ZDP
Share, such amount representing an accrued capital entitlement for the period to 20 March 2009.

Pursuant to a Subscription Agreement dated 22 March 2001, in consideration of a loan made to the
Company by the Subsidiary, the Company agreed to ensure that the Subsidiary would have sufficient
assets on 20 March 2009 to satisfy the final capital entitlements of ZDP Shareholders.

Once the ZDP Shareholders’ entitlements are repaid there will be a relatively small pool of assets
remaining. It is not efficient to manage such a small pool of assets and accordingly, as previously
indicated in the interim report and accounts of the Company for the six month period to 30 September
2008, in the circumstances the Board considers that the best course of action is to place the Company
into liquidation.

The purpose of this document is to provide you with the background to, and the details of, the
Proposals and to convene the General Meetings at which your approval will be sought for the
Resolutions required to place the Company and Subsidiary into liquidation. Further details of the
General Meetings and the action to be taken at each of those meetings are set out on pages 9 and 10
of this document. Shareholders are encouraged to complete and return the enclosed Form of Proxy as
soon as possible whether or not they intend to attend the General Meetings.

The Proposals
It is proposed that the Subsidiary and the Company be placed into members’ voluntary liquidation on
20 March 2009 and that Laura Waters and Richard Setchim of PricewaterhouseCoopers LLP be

                                                           5
appointed liquidators of the Company and the Subsidiary. 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 Subsidiary and the Company will be wound up by means of a members’
voluntary liquidation in accordance with their respective Articles and pursuant to the provisions of
section 84(l)(b) of the Insolvency Act 1986. The winding up of each of the Company and the
Subsidiary will become effective immediately upon the passing of the Resolutions to be proposed at the
General Meeting of each company. Further details of the General Meetings are contained below and
in the notices which are set out on pages 14 to 17 of this document.

As at the close of business on 19 February 2009, (the latest practicable date prior to the publication of
this document) the unaudited net assets of the Company, after accounting for the final capital
entitlement of the ZDP Shareholders, were £10,040,000. At this date the Company had £10,602,000 in
liquid assets and £16,914,000 in cash. The Company currently has sufficient assets to enable it to
transfer, on or before 20 March 2009, enough cash to the Subsidiary to enable the Subsidiary to satisfy
payment of the ZDP Shareholders’ entitlements. If Shareholders vote in favour of the Proposals, on
the liquidation of the Company and the Subsidiary, the Liquidators will set aside sufficient liquid assets
in a Liquidation Fund to meet the Company’s and the Subsidiary’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 and
the Subsidiary. This Retention is currently expected not to exceed £50,000.

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 £90,000 (equivalent to approximately 0.003p per Share).

The Liquidators intend to satisfy the ZDP Shareholders’ entitlement in accordance with the
Subsidiary’s Articles as soon as practicable after the Subsidiary is placed into liquidation. It is intended
that ZDP Shareholders will receive their entitlement of 195.54p per ZDP Share in the week
commencing 23 March 2009. Once this entitlement is paid, it is not anticipated that there will be any
other assets in the Subsidiary available for distribution to the Company as the only Ordinary
Shareholder in the Subsidiary.

Under section 107 of the Insolvency Act 1986, the Liquidators have a statutory duty to pay the
Company’s liabilities before distributing surplus assets to the Company’s Shareholders. As part of that
duty, the Liquidators must advertise to ascertain whether the Company has any creditors, as provided
under Rules 4.182A and 11.2 of the Insolvency Rules 1986. In practice this advertisement for creditors’
claims requires one month’s notice. Accordingly, it is intended that on the expiry of the creditors’
claims period, the Liquidators will make an initial distribution to Ordinary Shareholders in
the Company.

Accordingly, the Liquidators intend to make an initial and main liquidation distribution to the
Company’s Shareholders in the week commencing 27 April 2009.

Assuming no change in the net asset value of the Company, the Board estimates that, after allowing
for the provisions detailed above and the VAT recovery referred to below, the first cash distribution will
be approximately 35.9p per Ordinary Share in the Company.


Reclaim of VAT on management fees
A test case (the “AIC case”) was brought by the Association of Investment Companies (the “AIC”) and
JPMorgan Fleming Claverhouse Investment Trust plc with regard to the VAT treatment of fees relating
to the management of investment trusts. Unlike the position regarding UK authorised unit trusts and
UK open-ended investment companies, fees relating to the management of the assets of investment
trusts were subject to value added tax at the standard rate. The AIC and JPMorgan Fleming Claverhouse
Investment Trust plc won their case against HM Revenue & Customs (“HMRC”) to establish that
investment trusts are and should previously have been exempt from VAT on management fees.

In view of this, managers can make a claim to HMRC for repayment of overpaid VAT which they have
charged to investment trusts. HMRC will only refund to managers the net VAT which the manager paid


                                                     6
to HMRC, i.e. the VAT charged to investment trusts less related VAT incurred by the manager, which
the manager would previously have deducted on the basis that its fees were subject to VAT.

As a result, Investec Investment Management Limited has agreed to pay the Company £294,000 by way
of repayment of VAT paid under a mistake of law and this amount (less any appropriate provision for
corporation tax) will be included in the initial distribution to Shareholders in the Company. To the
extent that the total amount Investec Investment Management Limited is able to recover from HM
Revenue and Customs in respect of VAT paid under a mistake of law by the Company (inclusive of
interest) exceeds £294,000, such excess will be paid into the Liquidation Fund. The Subsidiary did not
incur such investment management fees and is not subject to such recoveries.


Third and Final Dividend
In order to ensure the Company’s continuing compliance with section 842 of the Income and
Corporation Taxes Act 1988 and thus the retention of its investment trust status for the period up to
the date on which the Liquidators are appointed, the Board has declared a final interim dividend on
the Ordinary Shares of the Company of 1.24p per Ordinary Share of the Company. This dividend will
be paid on 19 March 2009 to Shareholders on the Register as at 27 February 2009.


Arrangements with the Company’s and Subsidiary’s service providers
Assuming the Proposals proceed, all arrangements with the Company’s and Subsidiary’s service
providers will be terminated upon the Company and Subsidiary 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. Further details of these contracts are
set out at page 12 of this document.


Dealings, settlement and cancellation of listing
The Registers will be closed and the Shares will be disabled in CREST at the close of business on 18
March 2009 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 13 March 2009. As from 16 March 2009, 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 18 March 2009. The Record Date, being the date for
determining which Shareholders are entitled to receive liquidation distributions, is the close of business
on 18 March 2009. Transfers received by the Registrar after 5.00 p.m. on 18 March 2009 will be
returned to the person lodging them.

Dealings in Shares on the London Stock Exchange will be suspended at 7.00 a.m. on 20 March 2009
and, at the same time, the listing on the Official List will be suspended. Shareholders should be aware
that, should the Proposals be implemented, the listing of the Shares on the Official List will be cancelled   13.3.1R (11)

with effect from March 2010.

It is intended that the ZDP Shareholders will be paid their cash entitlement (of 195.54p per ZDP
Share) in the week commencing 23 March 2009.

The Liquidators intend to make the initial and main distribution to Ordinary Shareholders in the week
commencing 27 April 2009 or as soon as practicable thereafter.


The Liquidation Fund
The Liquidators will distribute the balance of the Liquidation Fund by one or more further
distributions, after paying the costs of liquidation and settling all tax and other liabilities of the
Company and the Subsidiary, to Ordinary Shareholders of the Company once any further payment in
respect of the VAT reclaim has been received. On the basis of current information, the timing and
quantum of any further distributions will depend upon the VAT recovery mentioned above and the
receipt by the Liquidators of confirmation from the tax authorities that the Company has no
outstanding liabilities.

                                                    7
De Minimis
In the event that any Shareholder’s entitlement on a distribution is less than £5 or if, following
settlement of all liabilities after the creditors’ claims period, the aggregate of all assets in the
Liquidation Fund have a value of £10,000 or less, such amounts will not be distributed to Shareholders
but will instead be donated to Biggar Museum Trust (registered charity number SC003695
in Scotland).


Taxation
The information set out below, which is intended as a general guide and which relates only to UK taxation,
is applicable only to Shareholders who are resident, or ordinarily resident, in the UK for tax purposes or
who are carrying on a trade in the UK through a permanent establishment with which their investment is
connected and who hold their shares beneficially as an investment; it does not apply to certain classes of
persons such as securities dealers. This information is based on existing UK law and HM Revenue &
Customs practice and is, therefore, subject to any subsequent changes. The information is given by way of
general summary only and does not constitute legal or tax advice to any person. If you are in any doubt
about your tax position or if you may be subject to tax in a jurisdiction other than the UK, you should
consult your professional adviser.

The Company has been approved as an investment trust for accounting periods up to and including
31 March 2007. The Directors intend to conduct the affairs of the Company so that it continues to
satisfy the conditions for approval as an investment trust as set out in section 842 of the Income and
Corporation Taxes Act 1988 (as amended) up to the point at which the Company goes into liquidation.
Approval is granted retrospectively for each accounting period and, in respect of each accounting
period for which approval is granted, the Company is exempt from UK corporation tax on its capital
gains. It should be noted that there can be no guarantee in advance of any accounting period that
approval will be given.

The implementation of the Proposals will result in a disposal for taxation purposes for Shareholders.
Subject to individual circumstances, this disposal may result in a chargeable gain (or allowable loss) in
respect of Shareholders’ proportionate share of the proceeds of the liquidation of the Company and
the Subsidiary.

Depending on their individual circumstances, Shareholders who are resident or, in the case of
individuals, ordinarily resident in the UK for taxation purposes may realise a chargeable gain where the
consideration received by a Shareholder for his or her shareholding is in excess of the base cost of those
Shares. However, it is possible that a loss may arise where the proceeds received in respect of the
shareholding are less than the base cost of that shareholding.

Shareholders who receive a single capital distribution in the liquidation and no further capital
distributions will be treated as making a full disposal of their Shares for UK capital gains tax purposes
and may be liable to capital gains tax (or corporation tax on capital gains) on any gain realised on that
disposal.

Shareholders who receive more than one capital distribution in the liquidation will be treated on receipt
of the initial distribution as making a part disposal of their Shares for UK capital gains tax purposes
and may be liable to capital gains tax (or corporation tax on capital gains) on any gain realised on that
disposal. The extent of any gain will be determined by dividing the amount of the initial distribution
received by the aggregate of the initial distribution and the residual value of the Shares following the
initial distribution, and applying the resulting proportion to each Shareholder’s base cost of their
Shares. The taxable gain is then calculated by deducting the resulting proportion of the base cost from
the initial distribution. In practice HM Revenue & Customs accepts any reasonable estimate of the
residual value of the Shares and, where all subsequent distributions are made within the same tax year,
that the residual value is equal to the aggregate of the subsequent distributions.

Shareholders may be subject to UK capital gains tax (or corporation tax on capital gains) on any
further capital distributions received. The extent of any taxable gain would be calculated for each such
distribution by apportioning the Shareholders’ remaining base cost in their Shares in the same way as
described above and deducting the resulting amount from the further distribution received.


                                                    8
In each case, Shareholders who are UK resident individuals benefit from an annual exemption which,
for the tax year 6 April 2008 to 5 April 2009, will exempt the first £9,600 of any gains realised from
charge to capital gains tax. Corporate Shareholders may be entitled to indexation allowance to reduce
their taxable gain.


General Meetings
The implementation of the Proposals will require Shareholders to vote in favour of the Resolutions at       13.3.1R (2)

the General Meetings, which have been convened for 10.00 a.m. and 10.05 a.m. on 20 March 2009. The
notices convening the General Meetings are set out at the end of this document. The General Meetings
will be held at the offices of Investec Investment Management Limited, Woolgate Exchange, 25
Basinghall Street, London EC2V 5HA. The Resolutions will require the approval of 75 per cent. or
more of the votes cast at each General Meeting, whether in person or by proxy. The Proposals are
conditional upon the passing of Resolution 1 at the General Meeting of the Company and the
Subsidiary respectively.

In accordance with the Articles of the Company, all Shareholders in the Company present in person
or by proxy and entitled to vote shall, upon a show of hands, have one vote and, upon a poll, shall have
one vote in respect of every Share held.

The Articles of the Subsidiary are drafted in such a manner that in practice the Resolution being put
to Shareholders for its winding-up will be passed. In accordance with the Articles of the Subsidiary,
Shareholders in the Subsidiary present in person or by proxy and entitled to vote and who vote in
favour of the Resolutions shall collectively have such total number of votes on a poll as is more than
the number of votes which are required to be cast on such poll for the Resolutions to be carried.

The quorum requirement for each General Meeting is at least two Shareholders present in person or
by proxy (or, in the case of a corporation, by a duly appointed representative) and entitled to vote.

If Resolution 1 is not passed at the General Meeting of the Company, the Company will continue as
an investment company in its current form but will continue to be obliged to ensure that the Subsidiary,
which will go into liquidation in any event as described above, has sufficient assets on 20 March 2009
to satisfy the final capital entitlements of ZDP Shareholders.


Action to be taken
A Form of Proxy for use in connection with each relevant General Meeting is enclosed. Whether or not
you intend to attend the General Meetings, you are requested to complete, sign and return the enclosed
Form of Proxy by hand or by post to Capita Registrars (Proxies), The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU in accordance with the instructions printed thereon.

Please return the completed Form of Proxy as soon as possible and in any event so as to arrive not later
than 48 hours before the relevant General Meeting. Completion and return of a Form of Proxy will not
prevent you from attending and voting at the relevant General Meeting in person should you wish to do so.


Recommendation
The Board considers the Resolutions set out in the notice of each General Meeting to be in the best         13.3.1R (5)

interests of Shareholders as a whole.

Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions to
be proposed at the General Meetings. The Directors intend to vote in favour of the Resolutions in
respect of their own beneficial holdings of Shares (amounting to 396,000 Ordinary Shares in the
Company representing approximately 1.41 per cent. of the issued share capital of the Company and
40,000 ZDP Shares in the Subsidiary representing approximately 0.56 per cent. of the issued share
capital of the Subsidiary, in each case as at the date of this document).




                                                   9
If you are in any doubt about the contents of this document or what action you should take, you are
recommended to seek your own personal financial advice immediately from an appropriately qualified
independent adviser authorised under the Financial Services and Markets Act 2000, without delay.


Yours sincerely


James Dawnay
Chairman




                                                10
                                               PART II

                                    GENERAL INFORMATION


1. Share Capital
As at 19 February 2009 (being the latest practicable dale prior to the publication of this document), the
Company’s and the Subsidiary’s authorised and issued share capital was as follows:
                                                           Authorised              Issued and fully paid
                                                        Number     Amount          Number       Amount
Ordinary 25p Shares in the Company                  37,500,000    £9,375,000    28,000,000   £7,000,000
Ordinary 25p Shares in the Subsidiary                2,000,000      £500,000       200,008      £50,002
ZDP Shares                                          11,200,000    £2,800,000     7,140,840   £1,785,210


2. Disclosure of Interests
2.1 As at 19 February 2009 (being the latest practicable date prior to the publication of this
    document), the interests of each Director, all of which are beneficial, in the share capital of the
    Company and the Subsidiary were as set out below:
     The Company
                                                                                           Percentage
                                                                                            of existing
                                                                                Number of issued share
     Director                                                                      Shares       capital
     James Dawnay                                                                  150,000          0.54
     Timothy Guinness                                                                5,000          0.02
     Christopher Russell                                                            91,000          0.33
     David Watts                                                                         –             –
     Giles Weaver                                                                  150,000          0.54

     The Subsidiary
                                                                                           Percentage
                                                                                            of existing
                                                                                Number of issued share
     Director                                                                      Shares       capital
     James Dawnay                                                                    5,000          0.07
     Timothy Guinness                                                                5,000          0.07
     Christopher Russell                                                            30,000          0.42
     David Watts                                                                         –             –
     Giles Weaver                                                                        –             –

2.2 Save as disclosed in sub-paragraph 2.1 above, none of the Directors, nor any person connected
    with a Director (within the meaning of section 252 of the Companies Act 2006), has any interest
    (beneficial or non-beneficial) in the share capital of the Company or any of its subsidiaries.

2.3 No compensation is payable by the Company in connection with the loss of office of any of the
    Directors in connection with the Proposals.

2.4 No Director is or has been interested in any transaction which is or was unusual in its nature or
    conditions or significant to the business of the Company and which was effected by the Company
    during the current or immediately preceding financial year, or which was effected in an earlier
    financial year and remains outstanding or unperformed.




                                                   11
2.5 As at 19 February 2009 (being the latest practicable date prior to the publication of this
    document), insofar as is known to each of the Company, the following had interests, either
    directly or indirectly, in three per cent., or more of the issued share capital of each of the
    Company:

     The Company
                                                                                        Percentage
                                                                                         of existing
                                                                             Number of issued share
     Name                                                                       Shares       capital
     Cayenne Asset Management Limited                                         5,700,000        20.40
     Jupiter Asset Management Limited                                         3,580,000        12.79
     Philip J Milton & Company plc                                            1,986,612         7.10
     Iimia MitonOptimal plc                                                   1,550,000         5.54
     New Star Asset Management Limited                                        1,541,881         5.51
     Premier Fund Managers Limited                                            1,200,000         4.29
     Merchant Investors Assurance Company Limited                             1,225,000         4.38
     US Special Opportunities Trust plc                                       1,200,000         4.29
     JPMorgan Elect plc                                                       1,150,000         4.11
     Terrace Hill Group plc                                                   1,000,000         3.57


3. Termination of Investment Management, Custody and Registrar Arrangements
3.1 Under the terms of a Management Agreement between the Company and Investec Investment
    Management Limited dated 16 March 2001, the Manager provides the Company with investment
    management services. Termination of the agreement is possible on written notice of a winding up
    of the Company, which notice takes immediate effect. In the circumstances, should the
    Resolutions be passed, the agreement will be terminated and Investec Investment Management
    Limited will be paid pro-rata to the date of termination, but no additional payments will become
    due or payable.

3.2 Pursuant to a Custody Agreement between the Company and HSBC Bank PLC dated 25
    September 2006, HSBC Bank PLC provides the Company with custodial services in relation to
    certain assets transferred to it by the Company. The agreement is terminable immediately upon a
    winding up of the Company and accordingly, should the Resolutions be passed, HSBC Bank PLC
    will be paid pro-rata to the date of termination, but no additional payments will become due or
    payable.

3.3 Pursuant to its appointment as Registrar to the Company and the Subsidiary, under an agreement
    dated 10 September 2001, Capita Registrars provides the Company and the Subsidiary with
    registrar services. No termination fee will be payable to the Registrar and the Registrar will
    provide services to enable the implementation of the Proposals.


4. Miscellaneous
4.1 Laura Waters and Richard Setchim, proposed joint liquidators to the Company and the
    Subsidiary, have given and have not withdrawn their written consent to the issue of this document
    with the inclusion of their names and references to them in the form and context in which they
    appear.

4.2 The auditors of the Company and the Subsidiary are Grant Thornton UK LLP, of 30 Finsbury
    Square, London EC2P 2YU, who have audited the Company’s and the Subsidiary’s accounts to
    31 March 2008 and have given an unqualified report in respect of those accounts.




                                                 12
5. Documents on display
Copies of the following documents will be available for inspection at the offices of Eversheds LLP, One
Wood Street, London, EC2V 7WS, during normal business hours on any weekday (except public
holidays) up to the time of, and during, the General Meetings:
(a) the Memorandum and Articles of Association of the Company and the Subsidiary;
(b) the audited report and accounts of the Company (incorporating the report for the Subsidiary) for
    each of the three financial years ended 31 March 2008 and the interim financial report for the
    Company (incorporating the report for the Subsidiary) for the six month period to 30 September
    2008; and
(c)   this document.




                                                  13
              Investec High Income Trust PLC
           (Incorporated in England and Wales under the Companies Act 1985 with registered number 4170085)



      NOTICE OF GENERAL MEETING – INVESTEC HIGH INCOME TRUST PLC

NOTICE IS HEREBY GIVEN that a General Meeting of Investec High Income Trust PLC will be
held at 10.00 a.m. on 20 March 2009 at the offices of Investec Investment Management Limited,
Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, for the purpose of considering and, if
thought fit, passing the following special resolutions:

                                        SPECIAL RESOLUTIONS

1.   THAT
     (a) Investec High Income Trust PLC (the “Company”) be and is hereby wound up voluntarily
         under the provisions of section 84(1) of the Insolvency Act 1986 and that Laura Waters and
         Richard Setchim of PricewaterhouseCoopers LLP be and are hereby appointed joint
         liquidators (the “Liquidators”) for the purpose of such winding-up and any power conferred
         on them by law, the Articles of Association or by this resolution may be exercised jointly or
         by either of them alone;
     (b) the remuneration of the Liquidators be payable on the basis of time spent by them and
         members of their staff in attending to matters arising prior to and during the winding-up of
         the Company and they are authorised to draw such remuneration monthly or at such longer
         intervals as they may determine and to pay any expenses properly incurred by them; and
     (c)   the Company’s books and records be held by the Company Secretary to the order of the
           Liquidators until the expiry of six years after the date of dissolution of the Company, when
           they may be disposed of.

2.   THAT, subject to and conditional upon Resolution 1 (as set out above) being approved, the
     Liquidators be and are hereby authorised pursuant to section 165 of the Insolvency Act 1986, to
     exercise such of the powers set out in Part 1 of Schedule 4 of the Insolvency Act 1986 as may be
     necessary or desirable in their judgement to give effect to the winding-up of the Company.


Registered Office                                                                       By order of the Board
2 Gresham Street                                                    Investec Investment Management Limited
London                                                                                   Company Secretary
EC2V 7QP

25 February 2009




                                                         14
Notes:
1. All Ordinary Shareholders are entitled to attend and vote at the General Meeting of the Company. Ordinary Shareholders
   are entitled to appoint a proxy to exercise all or any of their rights to attend and speak and vote on their behalf at the
   meeting. A shareholder can appoint the Chairman of the meeting or anyone else to be his/her proxy at the meeting. A proxy
   need not be a shareholder. More than one proxy can be appointed in relation to the General Meeting of the Company
   provided that each proxy is appointed to exercise the rights attached to a different ordinary share or shares held by that
   shareholder. To appoint more than one proxy, the Proxy Form should be photocopied and completed for each proxy holder.
   The proxy holder’s name should be written on the Proxy Form together with the number of shares in relation to which the
   proxy is authorised to act. The box on the Proxy Form must also be ticked to indicate that the proxy instruction is one of
   multiple instructions being given. All Proxy Forms must be signed and, to be effective, must be lodged with the Company’s
   Registrar, Capita Registrars, (Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TR so as to arrive not
   later than 48 hours before the time of the meeting, or in the case of an adjournment 48 hours before the adjourned time.
2. The return of a completed Proxy Form will not prevent an Ordinary Shareholder attending the General Meeting of the
   Subsidiary and voting in person if he/she wishes to do so.
3. Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy
   information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she
   was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting of the
   Company. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under
   any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
4. Only shareholders whose names appear on the register of members of the Company as at 48 hours before the time of the
   meeting shall be entitled to attend the General Meeting of the Company either in person or by proxy and the number of
   ordinary shares then registered in their respective names shall determine the number of votes such persons are entitled to
   cast on a poll at the General Meeting of the Company.
5. The statement of the rights of shareholders in relation to the appointment of proxies in note 1 does not apply to Nominated
   Persons. The rights described in that note can only be exercised by shareholders of the Company.
6. In order to facilitate voting by corporate representatives at the General Meeting of the Company, arrangements will be put
   in place at the General Meeting of the Company so that (i) if a corporate shareholder has appointed the chairman of the
   meeting as its corporate representative to vote on a poll in accordance with the directions of all of the other corporate
   representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions
   to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those
   directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the
   corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate
   representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other
   corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are
   referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate
   representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of appointment
   letter if the chairman is being appointed as described in (i) above.
7. In Accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the
   Company’s register of members at 6.00 p.m. on the day which is two days before the day of the meeting or, if the meeting
   is adjourned, shareholders entered on the Company’s register of members at 6.00 p.m. on the day two days before the date
   of any adjournment shall be entitled to attend and vote at the meeting.




                                                               15
            Investec High Income Securities PLC
            (Incorporated in England and Wales under the Companies Act 1985 with registered number 4170085)



     NOTICE OF GENERAL MEETING – INVESTEC HIGH INCOME SECURITIES PLC

NOTICE IS HEREBY GIVEN that a General Meeting of Investec High Income Securities PLC will
be held at 10.05 a.m. on 20 March 2009 at the offices of Investec Investment Management Limited,
Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, for the purpose of considering and, if
thought fit, passing the following special resolutions:

                                         SPECIAL RESOLUTIONS

1.    THAT
      (a) Investec High Income Securities PLC (the “Subsidiary”) be and is hereby wound up
          voluntarily under the provisions of section 84(1) of the Insolvency Act 1986 and that Laura
          Waters and Richard Setchim of PricewaterhouseCoopers LLP be and are hereby appointed
          joint liquidators (the “Liquidators”) for the purpose of such winding-up and any power
          conferred on them by law, the Articles of Association or by this resolution may be exercised
          jointly or by either of them alone;
      (b) the remuneration of the Liquidators be payable on the basis of time spent by them and
          members of their staff in attending to matters arising prior to and during the winding-up of
          the Subsidiary and they are authorised to draw such remuneration monthly or at such longer
          intervals as they may determine and to pay any expenses properly incurred by them; and
      (c)   the Subsidiary’s books and records be held by the Secretary of the Subsidiary to the order of
            the Liquidators until the expiry of six years after the date of dissolution of the Subsidiary,
            when they may be disposed of.

2.    THAT, subject to and conditional upon Resolution 1 (as set out above) being approved, the
      Liquidators be and are hereby authorised pursuant to section 165 of the Insolvency Act 1986, to
      exercise such of the powers set out in Part 1 of Schedule 4 of the Insolvency Act 1986 as may be
      necessary or desirable in their judgement to give effect to the winding-up of the Subsidiary.


Registered Office                                                                        By order of the Board
2 Gresham Street                                                     Investec Investment Management Limited
London                                                                                    Company Secretary
EC2V 7QP

25 February 2009




                                                         16
Notes:
1. All Shareholders are entitled to attend and vote at the General Meeting of the Subsidiary on resolution 1 but only Ordinary
   Shareholders are entitled to attend and vote on resolution 2. Shareholders are entitled to appoint a proxy to exercise all or
   any of their rights to attend and speak and vote on their behalf at the meeting. A shareholder can appoint the Chairman of
   the meeting or anyone else to be his/her proxy at the meeting. A proxy need not be a shareholder. More than one proxy can
   be appointed in relation to the General Meeting of the Subsidiary provided that each proxy is appointed to exercise the
   rights attached to a different ordinary share or shares held by that shareholder. To appoint more than one proxy, the Proxy
   Form should be photocopied and completed for each proxy holder. The proxy holder’s name should be written on the Proxy
   Form together with the number of shares in relation to which the proxy is authorised to act. The box on the Proxy Form
   must also be ticked to indicate that the proxy instruction is one of multiple instructions being given. All Proxy Forms must
   be signed and, to be effective, must be lodged with the Subsidiary’s Registrar, Capita Registrars, (Proxies), The Registry, 34
   Beckenham Road, Beckenham, Kent BR3 4TR so as to arrive not later than 48 hours before the time of the meeting, or in
   the case of an adjournment 48 hours before the adjourned time.
2. At the General Meeting Shareholders who (being individuals) are present in person or by proxy or (being a corporation) by
   proxy or a duly authorised representative (not being himself a member entitled to vote) and entitled to vote and who vote
   in favour of the resolutions shall collectively have such total number of votes on a poll as is more than the number of votes
   which are required to be cast on such poll for the said resolutions to be carried, and upon such resolutions being passed the
   Subsidiary shall be wound up accordingly.
3. The return of a completed Proxy Form will not prevent a Shareholder attending the General Meeting of the Subsidiary and
   voting in person if he/she wishes to do so.
4. Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy
   information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she
   was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting of the
   Subsidiary. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under
   any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
5. Only shareholders whose names appear on the register of members of the Subsidiary as at 48 hours before the time of the
   meeting shall be entitled to attend the General Meeting of the Subsidiary either in person or by proxy and the number of
   ordinary shares then registered in their respective names shall determine the number of votes such persons are entitled to
   cast on a poll at the General Meeting of the Subsidiary.
6. The statement of the rights of shareholders in relation to the appointment of proxies in note 1 does not apply to Nominated
   Persons. The rights described in that note can only be exercised by shareholders of the Subsidiary.
7. In order to facilitate voting by corporate representatives at the General Meeting of the Subsidiary, arrangements will be put
   in place at the General Meeting of the Subsidiary so that (i) if a corporate shareholder has appointed the chairman of the
   meeting as its corporate representative to vote on a poll in accordance with the directions of all of the other corporate
   representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions
   to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those
   directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the
   corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate
   representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other
   corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are
   referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate
   representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of appointment
   letter if the chairman is being appointed as described in (i) above.
8. In Accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the
   Subsidiary’s register of members at 6.00 p.m. on the day which is two days before the day of the meeting or, if the meeting
   is adjourned, shareholders entered on the Subsidiary’s register of members at 6.00 p.m. on the day two days before the date
   of any adjournment shall be entitled to attend and vote at the meeting.




                                                               17
Perivan Financial Print   214405

				
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