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M&G High Income Investment Trust P.L.C

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M&G High Income Investment Trust P.L.C THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action to be taken, you are recommended to immediately consult your stockbroker, bank manager, solicitor, accountant or other financial adviser who is authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your Zero Dividend Shares, Income Shares, Capital Shares, Income & Growth Units or Package Units in M&G High Income Investment Trust P.L.C. (the “Company”), you should pass this document, together with the accompanying documents, but not any accompanying personalised Forms of Proxy or Forms of Election, as soon as possible to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded in or into the United States, Canada, Australia or Japan or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions. Shareholders and Unitholders who are resident in, or citizens of, territories outside the United Kingdom, the Channel Islands and the Isle of Man should read the section headed “Overseas Holders” in Part II of this document. Winterflood Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in relation to the contents of this document and will not be responsible to anyone other than the Company for providing the protections offered to customers of Winterflood Securities Limited or for providing advice in relation to the contents of this document or any transaction referred to herein or any other transaction or matter in relation to the arrangements set out herein. M&G HIGH INCOME INVESTMENT TRUST P.L.C. (Incorporated in England and Wales with registered number 03297698) Recommended Proposals for the Reconstruction and Winding-Up of the Company and Notices of General Meetings of each of the Zero Dividend Shareholders, Income Shareholders and the Capital Shareholders and Notices of General Meetings of Shareholders The Proposals described in this document are conditional, inter alia, on Shareholder approvals. Notices of the General Meeting of Income Shareholders, the General Meeting of Capital Shareholders and the General Meeting of Zero Dividend Shareholders and the First GM, each to be held on 9 March 2017 and the Second GM to be held on 17 March 2017 at Governor’s House, Laurence Pountney Hill, London EC4R 0HH, are set out at the end of this document. Shareholders and Unitholders (other than Restricted Persons) who hold their Shares or Units in certificated form will find enclosed with this document a Form of Proxy for use in connection with the Proposals. To be valid, Forms of Proxy must be completed and returned by Shareholders and Unitholders in accordance with the instructions printed thereon by post or by hand (during normal business hours) to the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible, but in any event so as to be received no later than 48 hours before the appointed time for the relevant Meeting. Shareholders and Unitholders who hold their Shares or Units in uncertificated form will not receive a Form of Proxy and may appoint a CREST Proxy in accordance with the section headed “CREST Proxies” in Part II of this document. To be valid, CREST Proxies must be appointed no later than 48 hours before the appointed time for the relevant Meeting. Electing Shareholders who hold their Electing Securities in certificated form will also find enclosed with this document a Form of Election (and those with a UK registered address only, a reply-paid envelope) for use in connection with the Proposals. To be effective, the Form of Election must be returned by post or by hand (during normal business hours) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA United Kingdom so as to arrive as soon as possible and in any event not later than 6.00 p.m. on 6 March 2017. Electing Shareholders who hold their Electing Securities in uncertificated form will not receive a Form of Election and may make CREST Elections in accordance with the section headed “CREST Elections” in Part II of this document. All Elections will be irrevocable. Failure to make a valid Election will result in the relevant Electing Shareholder being deemed to have elected for the M&G UK Income Distribution Fund Option. Restricted Persons will not be provided with a Form of Election, the Prospectus in relation to JPMorgan Elect or the KIIDs in relation to the M&G Rollover Funds and will be deemed to have elected for the Cash Option under the Scheme. Your attention is drawn to Part II of this document entitled “Action to be Taken” and to the section of this document entitled “Risk factors relating to the Proposals”, which can be found in Part I, and the risk factors relating to each of the Rollover Funds which can be found in the Prospectus in relation to JPMorgan Elect and the KIIDs in relation to the M&G Rollover Funds enclosed with this document. The definitions used in this document are set out on pages 59 to 66 of this document. Dated 19 January 2017 Page intentionally left blank Table of Contents SUMMARY OF THE PROPOSALS .............................................................................................................. 4 SUMMARY OF ACTION TO BE TAKEN ...................................................................................................... 7 EXPECTED TIMETABLE.............................................................................................................................. 9 PART I - LETTER FROM THE CHAIRMAN ................................................................................................11 PART II - ACTION TO BE TAKEN .............................................................................................................. 23 PART III - DETAILS OF THE PROPOSALS ............................................................................................... 31 PART IV - THE SCHEME ........................................................................................................................... 38 PART V - KEY FEATURES OF JPMORGAN ELECT................................................................................. 48 PART VI - RISK FACTORS RELATING TO THE PROPOSALS ................................................................ 52 PART VII - ADDITIONAL INFORMATION .................................................................................................. 54 DEFINITIONS............................................................................................................................................. 59 NOTICE OF GENERAL MEETING OF HOLDERS OF INCOME SHARES ............................................... 67 NOTICE OF GENERAL MEETING OF HOLDERS OF CAPITAL SHARES............................................... 69 NOTICE OF GENERAL MEETING OF HOLDERS OF ZERO DIVIDEND SHARES ................................. 71 NOTICE OF FIRST GENERAL MEETING ................................................................................................. 73 NOTICE OF SECOND GENERAL MEETING ............................................................................................ 82 SUMMARY OF THE PROPOSALS This summary should be read in conjunction with the full text of this circular. This document should be read in light of the definitions set out on pages 59 to 66 of this document. Background to the Proposals The Company was launched as a closed-ended investment trust on 23 December 1996 with a planned winding-up date of 17 March 2017. Under the Articles, the Directors are obliged to convene a general meeting on 17 March 2017, at which a resolution to place the Company into members' voluntary liquidation must be proposed. Liquidation without rollover options would result in all Shareholders and Unitholders receiving cash for their investment (where due) and, depending on their individual circumstances, incurring a potential liability to capital gains tax or realising an allowable loss. The Proposals The Proposals, which the Directors consider to be in the best interests of Shareholders as a whole, envisage a reconstruction of the Company under which the Company will be placed into a members' voluntary liquidation with Shareholders being offered the choice between continuing to be invested in securities by electing for one or more of the rollover options described below and/or realising some or all of their investment for cash under the cash option. Under the Proposals: • Electing Shareholders will be able to elect to receive in respect of some or all of their investment: ◦ securities in one or more of the Rollover Funds; and/or ◦ cash. • Capital Shareholders will receive any entitlements in the liquidation of the Company as cash payments and will not be able to elect for securities in the Rollover Funds. As at the Latest Practicable Date the Capital Shares have no value and it is reasonably expected that this will be the case at the Calculation Date. As such, the Board does not consider it appropriate to offer the option to receive Securities in the Rollover Funds to Capital Shareholders. • Income Shareholders should note that based on the attributable value as at the Latest Practicable Date, the entitlement of 70 pence per Income Share is not fully met and it is reasonably
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