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Scheme of arrangement, etc

11th Oct 2005 14:04

Britannic Global Income Trust PLC11 October 2005 Britannic Global Income Trust plc (the "Company") Britannic Global Income Securities plc ("BGIS") Further to the announcement made on 31 August 2005, the Board of the Companyannounces that the scheme of arrangement under section 425 of the Companies Act1985 (the "Scheme") has today become effective in accordance with its terms. Payments due to be made to the holders of ordinary shares in the Company (the"Ordinary Shareholders") and the Company's creditors under the Scheme shall bemade within the time periods set out in the Scheme. Please refer to the undernoted section entitled "Estimated Financial Effects ofthe Scheme" for a summary of the expected returns to the Ordinary Shareholdersand holders of zero dividend preference shares in BGIS (the "ZDP Shareholders"). Those assets of the Company distributed to its subsidiary, BGIS (theSubordinated Scheme Creditor in terms of the Scheme), under the Scheme will bereturned to ZDP Shareholders (after the payment of the Creditor SchemeSupervisor's fee in accordance with the Scheme and after the deduction of theongoing/ liquidation costs of BGIS) on the date of the eventual winding up ofBGIS, not on the effective date of the Scheme. Proposals to liquidate theCompany's subsidiary, BGIS, will be put to the shareholders of BGIS at anextraordinary general meeting of BGIS to be held at 12 noon on 30 November 2005in accordance with the notice of that meeting which was sent to shareholders ofBGIS on 1 August 2005. We also announce that the current directors of the Company have resigned withimmediate effect and that the resignation of the current secretary of theCompany will take effect from 5pm today, all as envisaged by the implementationof the Scheme. In their place, nominees of the Purchasers (as defined in theScheme) have been appointed - Donald Ross Macdonald has been appointed as anexecutive director of the Company and Miranda Anne Kelly has been appointed asan executive director and the secretary of the Company. Details which require to be disclosed in terms of the Listing Rules in respectof the Company's new directors are set out in the appendix to thisannouncement. Undernote referred to: ESTIMATED FINANCIAL EFFECTS OF THE SCHEME BASED ON VALUES AT THE OPENING OFMARKETS ON 11 OCTOBER 2005 (BEING THE LATEST PRACTICABLE DATE PRIOR TO THISANNOUNCEMENT) Return to ZDP Shareholders (after the payment of the Creditors SchemeSupervisor's fee in accordance with the Scheme and after the deduction of theongoing/liquidation costs of BGIS, being approximately £61,000 in aggregate) Aggregate: £3.0million Per zero dividend preference share: 16.2 pence Return to Ordinary ShareholdersAggregate: £0.36 million Per ordinary share: 0.5 pence These return statistics are included for illustrative purposes only and are notforecasts. The estimated return statistics are based on the financial positionof the Company and BGIS as at the opening of markets on 11 October 2005 savethat they assume that all of the actual creditors of the Company identified bythe Company (other than the Subordinated Scheme Creditor (as defined in theScheme)) have been paid in full. No account has been taken of dividends orother distributions in respect of the Company's investment portfolio (if any)which may be paid to the Company after 11 October 2005. As the purchasers of the ordinary shares in the Company have agreed to pay mid-market prices for the investments comprised in the Company's portfolio ofinvestment companies, the estimated return to ZDP Shareholders set out above is on the basis that the Company's portfolio of investment companies is sold at midmarket prices quoted as at the opening of markets on 11 October 2005. The difference between the mid-market prices and bid prices of the investmentscomprised in the Company's portfolio of investment companies quoted as at theopening of markets on 11 October 2005 was approximately £64,000. 11 October 2005 APPENDIX TO ANNOUNCEMENT OF BRITANNIC GLOBAL INCOME TRUST PLC Donald Ross Macdonald: (1) Details of all directorships held by the director in any other publiclyquoted company at any time in the previous five years, indicating whether or nothe is still a director Current Directorships: Terrace Hill Group PLC Past Directorships within five years: NONE (2) Details of any unspent convictions in relation to indictable offences NONE (3) Details of any receiverships, compulsory liquidations, creditors voluntaryliquidations, administrations, company voluntary arrangements or any compositionor arrangement with its creditors generally or any class of its creditors of anycompany where the director was an executive director at the time of, or withinthe 12 months preceding, such events Capital Diagnostic Centre PLC - Creditors LiquidationPrinting Colour PLC - Creditors LiquidationUnchained Growth Pubs I PLC - ReceivershipUnchained Growth Pubs II PLC - ReceivershipUnchained Growth Pubs III PLC - ReceivershipUnchained Growth Pubs IV PLC - ReceivershipUnchained Growth Pubs V PLC - ReceivershipUnchained Growth Pubs VI PLC - Receivership (4) Details of any compulsory liquidations, administrations or partnershipvoluntary arrangements of any partnerships where the director was a partner atthe time of, or within the 12 months preceding, such events NONE (5) Details of receiverships of any asset of such person or of a partnership ofwhich the director was a partner at the time of, or within the 12 monthspreceding, such event NONE (6) Details of any public criticisms of the director by statutory or regulatoryauthorities (including designated professional bodies) and whether the directorhas ever been disqualified by a court from acting as a director of a company orfrom acting in the management or conduct of the affairs of any company. NONE Miranda Anne Kelly (1) Details of all directorships held by the director in any other publiclyquoted company at any time in the previous five years, indicating whether or nothe is still a director Current Directorships: Terrace Hill Group PLC Past Directorships within five years: NONE (2) Details of any unspent convictions in relation to indictable offences NONE (3) Details of any receiverships, compulsory liquidations, creditors voluntaryliquidations, administrations, company voluntary arrangements or any compositionor arrangement with its creditors generally or any class of its creditors of anycompany where the director was an executive director at the time of, or withinthe 12 months preceding, such events NONE (4) Details of any compulsory liquidations, administrations or partnershipvoluntary arrangements of any partnerships where the director was a partner atthe time of, or within the 12 months preceding, such events NONE (5) Details of receiverships of any asset of such person or of a partnership ofwhich the director was a partner at the time of, or within the 12 monthspreceding, such event NONE (6) Details of any public criticisms of the director by statutory or regulatoryauthorities (including designated professional bodies) and whether the directorhas ever been disqualified by a court from acting as a director of a company orfrom acting in the management or conduct of the affairs of any company. NONE This information is provided by RNS The company news service from the London Stock Exchange

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