PGIT.L Regulatory News (PGIT)

Premier Global Infrastructure Trust Plc - Publication of Circular

PR Newswire

London, December 10

10 December 2019

Premier Global Infrastructure Trust PLCPublication 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.