TIDMGFIR
RNS Number : 6251E
Global Fixed Income Realisation Ltd
19 October 2018
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt about the contents of this
document or the action you should take, you are recommended to seek
immediately your own independent financial advice from a suitably
qualified independent financial adviser who is authorised under the
Financial Services and Markets Act 2000 (in the UK), or under such
equivalent legislation as may apply in your jurisdiction. All
Shareholders are strongly advised to consult their professional
advisers regarding their own tax position.
If you have sold or transferred all your Shares, please send
this document 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.
The Tender Offer is not being made directly or indirectly to
Shareholders in Restricted Jurisdictions. The Tender Offer is not
being made in or into, by use of mails or by any means or
instrumentality (including, without limitation, facsimile
transmission, internet and telephone) of interstate or foreign
commerce, or any facility of a national securities exchange, the
United States of America, nor will it be made directly or
indirectly in or into any Restricted Jurisdiction and the Tender
Offer cannot be accepted by any such use, means, instrumentality or
facility from within a Restricted Jurisdiction.
This document is not a prospectus and no offer of shares in
Global Fixed Income Realisation Limited is being made.
In relation to the matters set out in this document, Numis which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as broker and financial adviser to
Global Fixed Income Realisation Limited and for no-one else in
connection with the matters set out in this document and will not
be responsible to anyone other than Global Fixed Income Realisation
Limited for providing the protections afforded to customers of
Numis or for providing advice in relation to these matters.
Global Fixed Income Realisation Limited
(An authorised closed-ended investment company incorporated in
Guernsey with registered number 45717)
Tender offer by Numis Securities Limited to purchase Shares at
the Tender Price for an aggregate gross consideration of up to
GBP1,000,000
The Tender Offer will close at 6.00 p.m. on the Tender Closing
Date. The Tender Offer is only available to Shareholders in respect
of Shares held at close of business on the Tender Record Date.
Shareholders who do not wish to participate in the Tender do not
need to return the Tender Form enclosed with this document or input
the relevant TTE Instruction.
Shareholders who hold their Shares in certificated form who wish
to tender their Shares for purchase for cash in the Tender Offer
should ensure that their completed Tender Form and Share
certificate(s) are returned to the address on the form as soon as
possible and in any event, in order to be valid, so as to arrive
not later than 6.00 p.m. on the Tender Closing Date. Shareholders
who hold their Shares in uncertificated form (that is, in CREST)
should input the relevant TTE Instruction to CREST (as described in
paragraph 7 of Part IV of this document) by no later than 6.00 p.m.
on the Tender Closing Date.
Your attention is drawn to the section entitled "Risk Factors
Relating to the Tender Offer" set out page 11 of this document.
IF YOU DO NOT WISH TO TER ANY SHARES, DO NOT COMPLETE A TER FORM
OR SUBMIT A TRANSFER TO ESCROW INSTRUCTION.
table of contents
Part I Letter from the Chairman 3
Part II Letter from Numis Securities
Limited 8
Part III Risk factors relating to
the Tender Offer 11
Part IV Terms and Conditions of the
Tender Offer 13
Part V Additional information 25
Definitions 27
Expected timetable
Announcement of Tender Price 26 October 2018
Latest time and date for receiving 6.00 p.m. on 2 November 2018
Tender Forms and TTE Instructions
Tender Record Date close of business on 2 November
2018
Tender Purchase Date and announcement 5 November 2018
of result of Tender
Despatch of cheques for Tender Offer 12 November 2018 (or as soon
consideration in respect of certificated as practicable thereafter)
shares sold under the Tender Offer
Despatch of any balance certificates 12 November 2018 (or as soon
in respect of any unsold certificated as practicable thereafter)
Shares
Each of the times and dates in the above expected timetable may
be extended or brought forward without further notice. If any of
the above times and/or dates change materially, the revised
times(s) and/or date(s) will be notified to Shareholders by an
announcement through a RIS. All references are to London times
unless otherwise stated.
If you have any enquiries in relation to the Tender Offer please
contact, Anson Registrars Limited on 01481 711301 or, if calling
from outside the UK, on +44 1481 711301. Calls to Anson Registrars
Limited from inside the UK are charged at the standard national
rate. Calls to Anson Registrars Limited from outside the UK are
charged at applicable international rates. Different charges may
apply to calls made from mobile telephones and calls may be
recorded and monitored randomly for security and training purposes.
Anson Registrars Limited cannot provide advice on the merits of the
Tender Offer or give any financial, legal or tax advice.
Part i
Letter from the chairman
GLOBAL FIXED INCOME REALISATION LIMITED
(An authorised closed-ended investment company incorporated in
Guernsey with registered number 45717)
Directors: Registered Office:
Norman Crighton (Non-executive Independent Sarnia House
Chairman) Le Truchot
Shelagh Mason (Non-executive Independent St Peter Port
Director) Guernsey
David Staples (Non-executive Director) GY1 1GR
19 October 2018
Dear Shareholder,
tender offer by Numis Securities Limited to purchase Shares at
the Tender Price for an aggregate gross consideration of up to
GBP1,000,000
1 Introduction
Global Fixed Income Realisation Limited (the "Company") is a
Guernsey authorised, closed-ended investment company which was
incorporated on 23 October 2006 and listed on 30 November 2006. The
Company's issued share capital currently comprises shares
denominated in Sterling (the "Shares"), which are listed on the
Official List of the Irish Stock Exchange and traded on the London
Stock Exchange.
On 6 March 2012, the Board announced a proposed managed Winding
Down of the Company and an orderly realisation of the assets in the
Portfolio. In the announcement, the Board anticipated that cash
would be returned to Shareholders pro rata to their holdings of
Shares by way of tender offers. An ordinary resolution amending the
investment objective of the Company to permit the managed Winding
Down was subsequently passed by shareholders at an EGM held on 30
March 2012.
On 10 August 2012, the Company published a circular to
Shareholders in which it proposed to implement the first tender
offer. The circular also convened an extraordinary general meeting
on 7 September 2012 (the "EGM") in order to take authority to
purchase Shares by way of tender offer. An ordinary resolution was
subsequently passed at the EGM which authorised the Company to
purchase 100 per cent. of the share capital of the Company less one
Share; this authority was last renewed at the AGM on 12 July 2018.
The first tender offer was implemented in September 2012, a second
tender offer was implemented in June 2013, a third tender offer was
implemented in October 2013, a fourth tender was implemented in
June 2014, a fifth tender offer was implemented in October 2017 and
a sixth tender offer was implemented in April 2018.
Following further receipt of proceeds from investments, and
having regard to working capital requirements and the requirements
of the Guernsey law solvency regime, the Company is now in a
position to implement another tender offer (the "Tender Offer") for
Shares for aggregate gross consideration of up to GBP1,000,000 (the
"Aggregate Gross Consideration"). Accordingly, the purposes of this
document, together with the accompanying Tender Form, are:
-- to set out the detailed terms and conditions of the Tender Offer; and
-- to give Shareholders the opportunity to tender their Shares
for purchase for cash by means of the Tender Offer.
On 17 October 2018, the Company announced it had accepted a
conditional offer for a sale of a portfolio of 6 assets for an
aggregate net cash consideration of $0.923m subject, inter alia, to
the signing of purchase and sale agreement by the Company and buyer
and to the requisite approval for each of the portfolio asset
transfers by the relevant issuer.
2 The Tender Offer
Full details of the Tender Offer are set out in Part IV (Terms
and Conditions of the Tender Offer) of this document and (in the
case of Shares held in certificated form) in the accompanying
Tender Form.
Key elements of the Tender Offer
-- Shareholders (other than Shareholders in Restricted
Jurisdictions) who hold their Shares in certificated form are
invited to tender any or all of their Shares by returning a Tender
Form specifying the number of their Shares that they are prepared
to tender to Numis for purchase. If the Shares are held through
CREST Shareholders (other than Shareholders in Restricted
Jurisdictions) should submit the relevant TTE Instruction
instead.
-- Tendering Shareholders will bear the costs of the Tender
Offer through the application of the Tender Discount, equivalent to
1.0 per cent., which is equal to the estimated Tender Costs as a
percentage of the Aggregate Gross Consideration.
-- The Tender Price will be an amount equal to the NAV per Share
at the Tender Calculation Date less the Tender Discount.
-- The maximum aggregate number of Shares the subject of the
Tender Offer will be a number equal to the Aggregate Gross
Consideration divided by the NAV per Share at the Tender
Calculation Date, rounded down to the nearest whole number of
Shares (the "Maximum Tender"). Each Shareholder shall be entitled
to have Numis repurchase a number of Shares that is equal to a
certain percentage of its holding of Shares (the "Basic
Entitlement"). This percentage is the same as the percentage which
the Maximum Tender represents to the entire issued share capital of
the Company (rounded down to the nearest whole number of
Shares).
-- Shareholders who validly tender a number of Shares that is
less than or equal to their Basic Entitlement will have their
tenders satisfied in full (subject to the Tender Offer not having
lapsed or been terminated) (the number of Shares subject to such
tenders being the "Satisfied Tenders").
-- Shareholders who validly tender a number of Shares that is
higher than their Basic Entitlement (such Shareholder being an
"Excess Tender Shareholder" and the number of Shares subject to
such tenders being the "Excess Tenders") will (subject to the
Tender Offer not having lapsed or been terminated) have their
tenders either:
-- satisfied in full (up to 100 per cent. of their shareholding
on the Tender Record Date) if the aggregate of the Excess Tenders
is less than or equal to the Maximum Tender less the aggregate of
the Satisfied Tenders; or
-- satisfied to the level of their Basic Entitlements plus such
number of Shares as is derived from the application of the
following formula (rounded down to the nearest whole Share):
A x (B - (C
+ D))
E
Where:
A = the number of Shares tendered by such Excess Shareholder less their Basic Entitlement;
B = the Maximum Tender;
C = the aggregate of the Satisfied Tenders;
D = the aggregate of the Basic Entitlements of the Excess Tender Shareholders; and
E = the aggregate of the Excess Tenders less the aggregate of
the Basic Entitlements of the Excess Tender Shareholders.
Please refer to paragraph 2.9 of Part IV for a worked example of
this formula.
-- All references to Shareholders in this document are to the
holders of legal title to Shares whose names are shown on the
Register. All calculations will be done by reference to the
Register only. The Company shall not be responsible for any
calculations in respect of the entitlements of the holders of
beneficial title to Shares.
-- All successfully tendered Shares will be purchased on-market
by Numis at the Tender Price. The Company shall, in turn, acquire
those Shares from Numis, in accordance with the terms of the
Repurchase Agreement (described below) for cancellation.
-- The Tender Offer is subject to certain conditions, which are
set out in paragraph 3.1 of Part IV of this document. In addition,
the Tender Offer may be terminated in certain circumstances as set
out in paragraph 4 of Part IV of this document.
3 Future tender offers
The Directors may make one or more tender offers in the future
acting in their absolute discretion. There is no guarantee that any
such tender offers will be made.
Following the implementation of the Tender Offer, the Company
will have distributed substantially all of its available cash to
Shareholders. Continuing Shareholders will therefore have an
on-going exposure to a more concentrated portfolio of less liquid
investments. There is no guarantee that such investments will be
realised at their current net asset value, and it is possible that
the Company may not be able to realise some of its investments in a
timely manner and/or at any material value or at all.
4 The Repurchase Agreement
The Company and Numis entered into a repurchase agreement on 19
October 2018 pursuant to which the Company has agreed to purchase
from Numis, on the London Stock Exchange, such number of Shares as
Numis shall purchase pursuant to the Tender Offer, at an aggregate
price equal to the amount paid by Numis for the Shares (the
"Repurchase Agreement"). Numis will terminate the Tender Offer if
it receives notice from the Company that, in the Company's
reasonable opinion, one or more of the conditions set out in
paragraph 3.1 of Part IV has not been satisfied.
The Company will, by 12.00 p.m. on the Business Day before Numis
will purchase the Shares, pay the Aggregate Gross Consideration
into an interest bearing segregated client money account, such
money to be held in such account by Anson Registrars Limited as
trustee on trust for the Company until such money is due to Numis
following the closing of the Tender Offer, at which point Anson
will hold such money as trustee on trust for Numis. In acquiring
Shares pursuant to valid tenders made in the Tender Offer, Numis
will act as principal.
The Repurchase Agreement contains certain warranties and
representations and an indemnity from the Company in favour of
Numis, which are customary for an agreement of this nature. Under
the terms of the engagement letter between Numis and the Company,
the Company will pay to Numis a fee of 0.25 per cent. of the
Aggregate Gross Consideration in consideration for Numis acting as
broker and financial adviser to the Company and as principal in
respect of the Tender Offer. The Repurchase Agreement is governed
by and construed in accordance with English law.
5 Taxation
UK
The tax consequences of accepting the Tender Offer will depend
on the individual circumstances of a Shareholder.
Shareholders who are in any doubt as to their tax position
should seek professional advice from an independent tax
adviser.
6 Overseas Shareholders
The Company and/or Numis may be prohibited from making the
Tender Offer to persons outside the United Kingdom, or the Tender
Offer may be affected by the relevant laws of the overseas
jurisdiction. Shareholders with registered or mailing addresses
outside the UK, or who are citizens or nationals of, or resident
in, a jurisdiction other than the UK, should read paragraph 10 of
Part IV of this document and (in the case of Shares held in
certificated form) the relevant provisions of the Tender Form.
7 Action to be taken by Shareholders to tender Shares in the Tender Offer
Please refer to paragraph 2 of the Letter from Numis Securities
Limited at Part II of this document (together with paragraphs 5, 6
and 7 of Part IV of this document) for the actions that
Shareholders should take if they wish to tender their Shares in the
Tender Offer.
If you have any enquiries in relation to the Tender Offer please
contact, Anson Registrars Limited on 01481 711301 or, if calling
from outside the UK, on +44 1481 711301. Calls to Anson Registrars
Limited from inside the UK are charged at the standard national
rate. Calls to Anson Registrars Limited from outside the UK are
charged at applicable international rates. Different charges may
apply to calls made from mobile telephones and calls may be
recorded and monitored randomly for security and training purposes.
Anson Registrars Limited cannot provide advice on the merits of the
Tender Offer or give any financial, legal or tax advice.
If you are in any doubt about the contents of this document or
of the action you should take, you are recommended to seek
immediately your own personal financial advice from an
appropriately qualified independent adviser authorised under the
Financial Services and Markets Act 2000 (in the UK), or under such
equivalent legislation as may apply in your jurisdiction.
8 Risk Factors
Before taking any decision in relation to the Tender Offer,
Shareholders are advised to read Part III of this document,
entitled Risk Factors in relation to the Tender Offer.
Yours faithfully
Norman Crighton
Chairman
PART II
LETTER FROM NUMIS securities limited
Numis Securities Limited
10 Paternoster Square London EC4M 7LT
T.+44(0)20 7260 1000 F.+44(0)20 7260 1010
mail@numiscorp.com www.numiscorp.com
19 October 2018
Dear Shareholder
Tender offer to Shareholders of
Global Fixed Income Realisation Limited
1 Introduction
As explained in the letter from your Chairman in Part I of this
document, Shareholders of Global Fixed Income Realisation Limited
(other than Shareholders in Restricted Jurisdictions) are being
given the opportunity to tender their Shares for purchase in the
Tender Offer on the basis set out below and in Part IV of this
document. The purpose of this letter is to set out the principal
terms and conditions of the Tender Offer. This letter is not,
however, a recommendation to Shareholders to sell their Shares.
Numis hereby invites Shareholders (other than certain
Shareholders in Restricted Jurisdictions) on the Register on the
Tender Record Date to tender Shares for purchase by Numis for cash
at the Tender Price. The Tender Offer is made on the terms and is
subject to the conditions set out in Part IV of this document and
(in the case of Shares held in certificated form) the Tender Form,
such terms and conditions being deemed to be incorporated herein
and forming part of the Tender Offer.
Numis will determine the number of Shares it will purchase on
the basis of valid tenders received, as determined following the
Tender Closing Date. All Shares repurchased will be repurchased at
the same price. That price will be set at 99 per cent. of NAV per
Share calculated as at 30 September 2018. Numis will purchase
Shares for the Aggregate Gross Consideration.
Shareholders are not obliged to tender any Shares. Shareholders
who do not wish to tender any Shares should not return their Tender
Form or send a TTE Instruction. Shareholders who are in any doubt
as to the consequences, including the taxation consequences, of
returning or failing to return their Tender Forms or of submitting
or failing to submit a TTE Instruction, are recommended to consult
an appropriate professional adviser.
All references to Shareholders in this document are to the
holders of legal title to Shares whose names are shown on the
Register. All calculations will be done by reference to the
Register only. The Company shall not be responsible for any
calculations in respect of the entitlements of the holders of
beneficial title to Shares.
2 Procedure for tendering shares
2.1 Certificated Shares: Tender Form
Shareholders will find a Tender Form enclosed with this
document. Shareholders who hold their Shares in certificated form
who wish to tender some or all of their Shares for purchase should
complete the Tender Form in accordance with the instructions
printed thereon and set out in Part IV of this document, and return
it by post or by hand (during normal business hours only) to the
Receiving Agent, Anson Registrars Limited, at P.O. Box 426, Anson
House, Havilland Street, St Peter Port, Guernsey GY1 3WX, along
with share certificates (and/or other documents of title)
representing the Shares they wish to tender for purchase so as to
arrive by no later than 6.00 p.m. on the Tender Closing Date.
Shareholders who do not wish to tender any of their shareholding
need take no action.
2.2 Uncertificated Shares: CREST arrangements
Shareholders who hold their Shares in uncertificated form (i.e.
through CREST) who wish to tender some or all of their Shares for
purchase should send or procure the sending of a TTE Instruction
(as set out in Part IV of this document) ensuring that the
instruction is received by Anson Registrars Limited by no later
than 6.00 p.m. on the Tender Closing Date. Full details of the
procedure for tendering Shares are set out in Part IV.
3 Validity of Tender Forms
Tender Forms and TTE Instructions which are received after 6.00
p.m. on the Tender Closing Date or which at that time are
incorrectly completed or not accompanied by all relevant documents
or instructions may be rejected and returned to Shareholders or
their appointed agents, together with any accompanying share
certificate(s) and/or other documents of title. However, Numis
reserves the right to treat as valid Tender Forms or TTE
Instructions which are not entirely in order and which are not
accompanied by the relevant Share certificate and/or other
document(s) of title or a satisfactory indemnity in lieu thereof
and shall be entitled (in its sole discretion) to accept late
Tender Forms and TTE Instructions.
4 Overseas Shareholders
Numis may be prohibited from making the Tender Offer to persons
outside the United Kingdom, or the Tender Offer may be affected by
the relevant laws of the overseas jurisdiction. Shareholders with
registered or mailing addresses outside the UK, or who are citizens
or nationals of, or resident in, a jurisdiction other than the UK,
should read paragraph 10 of Part IV of this document and (in the
case of Shares held in certificated form) the relevant provisions
of the Tender Form.
5 Conditions and Termination
The Tender Offer is conditional upon the satisfaction of the
conditions specified in paragraph 3.1 of Part IV of this document.
The Tender Offer may be terminated in the circumstances described
in paragraph 4 of Part IV of this document.
6 Settlement
Subject to the Tender Offer becoming unconditional, payment of
the Tender Price due to Shareholders under the Tender Offer whose
tenders have been accepted (rounded down to the nearest whole
penny) are expected to be effected by the dispatch of cheque(s) on
12 November 2018 (or as soon as practicable thereafter).
7 The City Code on Takeovers and Mergers
Shareholders should note the important information in paragraph
1 of Part V of this document relating to certain provisions of the
City Code.
8 Notification of shareholding
Please note that, whether or not you tender your Shares, a
change in your interests in the Company following completion of the
Tender Offer may give rise to an obligation to make a notification
of your revised shareholding to the Company. Please refer to
paragraph 2.3 of Part V of this document for more details.
9 Further Information
Your attention is drawn to the information contained in the rest
of this document, including, in particular, the terms and
conditions of the Tender Offer in Part IV of this document.
10 General
This letter is not a recommendation to shareholders to sell or
not sell shares in the Tender Offer.
Yours faithfully
Nathan Brown
Managing Director, Corporate Broking and Advisory
For and on behalf of Numis Securities Limited
part iii
RISK FACTORS RELATING TO THE TER OFFER
The Board believes that the following risk factors should be
considered by Shareholders prior to deciding whether or not to
participate in the Tender Offer.
Additional risk factors not outlined herein may apply to a
Shareholder's decision as to whether or not to participate in the
Tender Offer. Shareholders in any doubt about the action they
should take should consult a suitably qualified independent
financial adviser authorised under the Financial Services and
Markets Act 2000 (or under such equivalent legislation as may apply
in your jurisdiction) without delay.
-- If Shareholders take up the Tender Offer, the Company will
have fewer Shares in issue. The fixed costs of the Company would
therefore be spread over fewer Shares and the Company's total
expense ratio will almost certainly increase.
-- The lower number of Shares in issue following completion of
the Tender Offer may result in lower liquidity in the secondary
market for the Shares. This may, in turn, negatively impact
Continuing Shareholders' ability to sell Shares in the market, and
may result in an increase in volatility of the price of the
Shares.
-- Following the implementation of the Tender Offer, the Company
will have distributed substantially all of its available cash to
Shareholders. Continuing Shareholders will therefore have an
ongoing exposure to a more concentrated portfolio of illiquid
investments which is materially exposed to risks specific to the
residual individual assets and to the emerging market countries.
There is no guarantee that such investments will be realised at
their current net asset value, and it is possible that the Company
may not be able to realise some of its fund investments in a timely
manner and/or at any material value or at all.
-- A request to tender Shares, once served on the Company, may
not be withdrawn without the consent of the Company.
-- The Company is not in a position to comment on the taxation
consequences of the Tender Offer Shareholders who are in any doubt
as to their tax position should seek professional advice from an
independent tax adviser.
-- Shares in uncertificated form for which a TTE Instruction
have been validly submitted will be transferred to escrow in CREST.
It will not, therefore be possible to access or otherwise deal in
such Shares and such Shares will be held in escrow pending purchase
under the Tender Offer. Shareholders with Shares in certificated
form should note that they will be unable to deal in their Shares
without their Share certificate(s).
-- The share price of Shares may increase following completion
of the Tender Offer and Shareholders who have their Shares
repurchased under the Tender Offer may not be able to benefit from
such increase. Conversely the share price may fall and Shareholders
who have not had their Shares repurchased under the Tender Offer
would experience such decrease.
-- The NAV could either increase or decrease ahead of the Tender
Purchase Date, meaning that tendering Shareholders might have their
Shares purchased at a greater or lesser (as the case may be)
discount to NAV than envisaged when the Tender Offer was made.
-- Each Tender Offer will be conditional on the Company being
satisfied that it will, immediately following repurchase of all
shares of the relevant class pursuant to that Tender Offer, satisfy
the solvency test prescribed by the Companies (Guernsey) Law 2008,
as amended. There can be no guarantee that the Company will satisfy
the statutory solvency test, in which case the Tender Offer (and,
therefore, the repurchase of the relevant shares and payment of the
relevant consideration) may be postponed or terminated.
-- There is no guarantee that the Company will implement any further tender offers.
-- The risks and uncertainties described above are not intended
to be exhaustive and additional risks and uncertainties not
presently known to the Directors, or which the Directors currently
deem immaterial, may also be relevant to Shareholders in their
consideration of the Tender Offer.
part iv
terms and conditions of the Tender Offer
All references to Shareholders in this document are to the
holders of legal title to Shares whose names are shown on the
Register. All calculations will be done by reference to the
Register only. The Company shall not be responsible for any
calculations in respect of the entitlements of the holders of
beneficial title to Shares.
1 Terms of tender
1.1 Shareholders (other than Shareholders in Restricted
Jurisdictions) who are on the Register at the close of business on
the Tender Record Date may tender Shares (up to the number of
Shares registered in their name on the Tender Record Date), prior
to the Tender Closing Date, for purchase by Numis, as principal, on
the terms and subject to the conditions set out in this document
and (in the case of Shares held in certificated form) the Tender
Form. Shareholders are not obliged to tender any Shares.
1.2 The right to tender is not transferable.
2 Purchase
2.1 Shareholders (other than Shareholders in Restricted
Jurisdictions) who hold Shares in certificated form are invited to
tender any or all of their Shares by returning a Tender Form
specifying the number of Shares that they are prepared to tender to
Numis for purchase. If the Shares are held through CREST,
Shareholders (other than Shareholders in Restricted Jurisdictions)
should submit the relevant TTE Instruction instead.
2.2 On the Tender Purchase Date, provided that the Tender Offer
has become unconditional and unless the Tender Offer has been
postponed or terminated in accordance with the provisions of
paragraph 4 below, Numis will accept tenders of Shares validly made
in accordance with this Part IV.
2.3 Numis will determine how many Shares it will purchase from
each Shareholder on the basis of the Tender Forms (for Shares held
in certificated form), and the TTE Instructions (for Shares held in
uncertificated form).
2.4 All Shares purchased by Numis will be purchased at the Tender Price.
2.5 Shareholders having Shares purchased under the Tender Offer
will each bear a proportion of the Tender Costs through the
application of the Tender Discount.
2.6 The Tender Price will be the NAV per Share at the Tender
Calculation Date less the Tender Discount. The maximum aggregate
number of Shares subject to the Tender Offer (the "Maximum Tender")
will be a number equal to the Aggregate Gross Consideration divided
by the NAV per Share at the Tender Calculation Date, rounded down
to the nearest whole number of Shares. Each Shareholder shall be
entitled to have Numis repurchase a number of Shares that is equal
to a certain percentage of his holding of Shares (the "Basic
Entitlement"). The Basic Entitlement shall represent the same
percentage of the Shareholder's holding of Shares as the Maximum
Tender represents of the entire issued Share capital of the Company
(rounded down to the nearest whole number of Shares).
2.7 Shareholders who validly tender a number of Shares that
represents less than or equal to their Basic Entitlement will have
their tenders satisfied in full (subject to the Tender Offer not
having lapsed or been terminated) (the number of Shares subject to
such tenders being the "Satisfied Tenders").
2.8 Shareholders who validly tender a number of Shares that is
higher than their Basic Entitlement (such Shareholder being an
"Excess Tender Shareholder" and the number of Shares subject to
such tenders being the "Excess Tenders") will (subject to the
Tender Offer not having lapsed or been terminated) have their
tenders either:
2.8.1 satisfied in full (up to 100 per cent. of their
shareholding on the Tender Record Date) if the aggregate of the
Excess Tenders is less than or equal to the Maximum Tender less the
aggregate of the Satisfied Tenders; or
2.8.2 satisfied to the level of their Basic Entitlements plus
such number of Shares as is derived from the application of the
following formula (rounded down to the nearest whole Share):
A x (B - (C
+ D))
E
Where:
A = the number of Shares tendered by such Excess Shareholder less their Basic Entitlement;
B = the Maximum Tender;
C = the aggregate of the Satisfied Tenders;
D = the aggregate of the Basic Entitlements of the Excess Tender Shareholders; and
E = the aggregate of the Excess Tenders less the aggregate of
the Basic Entitlements of the Excess Tender Shareholders.
2.9 By way of example, if the Company were to have 1,000 Shares
in issue and the Maximum Tender were 100 Shares, the Basic
Entitlement of each Shareholder would be 100/1,000 or 10 per
cent.
If there were five Shareholders, each with a holding of 200
Shares, each would have a Basic Entitlement of 20 Shares.
If:
-- one Shareholder were to tender no Shares ("Shareholder Z");
-- one Shareholder were to tender 5 Shares ("Shareholder Y");
-- one Shareholder were to tender 20 Shares ("Shareholder X");
-- one Shareholder were to tender 100 Shares ("Shareholder W"); and
-- one Shareholder were to tender 150 Shares ("Shareholder V"),
then:
-- Shareholder Z would have no Shares purchased by Numis;
-- the tenders of Shareholders Y and X would all fall within
each Shareholder's Basic Entitlement and all of the Shares so
tendered would be purchased by Numis. The Satisfied Tenders would
therefore be (1 x 5 Shares) + (1 x 20 Shares) = 25 Shares; and
-- the tenders of Shareholders W and V would be Excess Tenders
and Shareholders W and V would be Excess Tender Shareholders. The
Basic Entitlements of each of the Excess Tender Shareholders would
be purchased by Numis, being in aggregate 2 x 20 Shares = 40
Shares. Shareholders X and W would also have the Shares they
tendered in excess of their Basic Entitlements (being,
respectively, 80 Shares and 130 Shares) purchased by Numis
according to the application of the formula as follows:
Shareholder W:
80 100 - (25 + 40) = 13.33 Shares, rounded down to 13
x Shares
(100 + 150) -
40
Shareholder W would therefore have a total of 33 Shares
purchased by Numis.
Shareholder V:
130 100 - (25 + 40) = 21.67 Shares, rounded down to 21
x Shares
(100 + 150) -
40
Shareholder V would therefore have a total of 41 Shares
purchased by Numis.
In this example, Numis would purchase a total of 99 Shares
(which is less than the Maximum Tender as a result of
rounding).
3 Conditions
3.1 The Tender Offer is conditional upon the following
conditions (together, the "Conditions") being satisfied:
3.1.1 the Company procuring that Anson Registrars Limited
confirms to Numis the number of Shares tendered under the Tender
Offer by no later than 4.00 p.m. on the day before the Tender
Purchase Date and transfers such Shares to the CREST stock account
of Numis on the Tender Purchase Date before such Shares are
purchased;
3.1.2 the delivery by the Company to Numis on the Tender
Purchase Date of a certificate of solvency signed on behalf of the
Directors of the Company stating that in their opinion the Company
will immediately following repurchase of all successfully tendered
Shares satisfy the solvency test prescribed by the Companies
(Guernsey) Law 2008;
3.1.3 the Company having complied with all of its obligations
under the Repurchase Agreement and the Repurchase Agreement
otherwise becoming or being declared unconditional, save insofar as
the Repurchase Agreement is conditional on the Tender Offer
becoming or being declared unconditional;
3.1.4 the Tender Offer otherwise becoming or being declared unconditional; and
3.1.5 the Tender Offer not having been terminated in accordance
with paragraph 4 below prior to the fulfilment of the conditions
referred to in paragraphs 3.1.1 to 3.1.4 above inclusive.
The conditions set out in paragraph 3.1.3 above may be waived by
Numis in its sole discretion. The other conditions set out above
may not be waived by Numis.
3.2 Numis will not purchase (or enter into any commitment or
contract to purchase) Shares pursuant to the Tender Offer unless
the Conditions have been satisfied (or, where applicable,
waived).
4 Termination of the Tender Offer
If:
4.1 the Company (acting by the Directors) shall at any time
prior to Numis effecting the purchase as principal of the tendered
Shares notify Numis in writing that in its opinion the completion
of the purchase of Shares in the Tender Offer is no longer in the
best interests of the Company and/or the Shareholders as a whole or
that there would or may be unexpected adverse financial
consequences (whether by reason of a change in legislation or
practice or otherwise) for the Company or its Shareholders if the
Tender Offer were to proceed; or
4.2 at any time after 5 November 2018, any of the Conditions
have not been satisfied, then Numis shall be entitled as its
complete discretion to:
(i) postpone the Tender Offer until such time as (a) the Company
notifies Numis that no such circumstances exist as set out in (4.1)
above or (b) the Conditions have been satisfied or (c) the Tender
Offer is withdrawn in accordance with (ii) below; or
(ii) withdraw the Tender Offer by a public announcement (and in
such event the Tender Offer shall cease and determine absolutely
without any liability on the part of the Company or Numis).
5 Procedure for tendering Shares
5.1 There are different procedures for tendering Shares
depending on whether your Shares are held in certificated or
uncertificated form. If you are in any doubt as to how to complete
the Tender Form or as to the procedure for tendering Shares, please
contact Anson Registrars Limited by telephone on 01481 711301 or,
if calling from outside the UK, on +44 1481 711301. Calls to Anson
Registrars Limited from inside the UK are charged at the standard
national rate. Calls to Anson Registrars Limited from outside the
UK are charged at applicable international rates. Different charges
may apply to calls made from mobile telephones and calls may be
recorded and monitored randomly for security and training purposes.
Anson Registrars cannot provide advice on the merits of the Tender
Offer or give any financial, legal or tax advice.
5.2 You are reminded that, if you are a CREST sponsored member,
you should contact your CREST sponsor before taking any action.
6 Holders of certificated Shares (i.e. not in CREST)
6.1 If you wish to tender any of your Shares held in
certificated form for purchase pursuant to the Tender, you should
complete the Tender Form and send it to the Receiving Agent, Anson
Registrars Limited, at P.O. Box 426, Anson House, Havilland Street,
St Peter Port, Guernsey GY1 3WX along with your share
certificate(s), and/or other document(s) of title, so as to be
received not later than 6.00 p.m. on the Tender Closing Date. No
acknowledgement of receipt of Tender Form will be given. If the
Tender Form is not received by the Receiving Agent by 6.00 p.m. on
the Tender Closing Date, Numis will not purchase any of your
Shares.
6.2 If your share certificate(s) and/or other documents of title
are not readily available (for example, if they are with your
stockbroker, bank or other agent) or are lost, the Tender Form
should nevertheless be signed and returned as described above so as
to be received by Anson Registrars not later than 6.00 p.m. on the
Tender Closing Date, together with any share certificate(s) and /or
documents of title you may have available, accompanied by a letter
of explanation stating that the (remaining) share certificate(s)
and/or other document(s) of title will be forwarded as soon as
possible thereafter and in any event no later than the Tender
Closing Date.
6.3 If you have lost your share certificate(s) and/or other
documents of title, you should write to the Company's Transfer
Agent, Anson Registrars Limited, at P.O. Box 426, Anson House,
Havilland Street, St Peter Port, Guernsey GY1 3WX, for a letter of
indemnity in respect of the lost share certificate(s) which, when
completed in accordance with the instructions given should be
returned to the Receiving Agent, Anson Registrars Limited, at P.O.
Box 426, Anson House, Havilland Street, St Peter Port, Guernsey GY1
3WX so as to be received by not later than 6.00 p.m. on the Tender
Closing Date.
6.4 If you do not wish to tender any of your Shares held in
certificated form to be purchased pursuant to the Tender, you
should not take any further action whatsoever.
7 Holders of uncertificated shares (i.e. in CREST)
7.1 If you wish to tender any of your Shares held in
uncertificated form for purchase pursuant to the Tender, you should
transfer (or procure the transfer) of the Shares which you wish to
be repurchased by means of a TTE Instruction in the manner set out
below as soon as possible and in any event so that the TTE
Instruction settles by no later than 6.00 p.m. on the Tender
Closing Date. Please note that settlement cannot take place on
weekends or bank holidays (or other times at which the CREST system
is not operational) and you should therefore ensure that you time
the input of any TTE Instructions accordingly.
7.2 The TTE Instruction should be sent by you (or if you are a
CREST sponsored member by your sponsor) to Euroclear. It must be
properly authenticated in accordance with Euroclear's
specifications for transfers to escrow and must contain the
following additional details:
7.2.1 the number of Shares you wish to tender for purchase and
have transferred to an escrow account;
7.2.2 the ISIN number of Shares. This is GG00B1GJQ984;
7.2.3 your CREST member account ID;
7.2.4 your CREST participant ID;
7.2.5 the participant ID of the Escrow Agent, Anson Registrars,
in its capacity as a CREST receiving agent. This is 7RA80;
7.2.6 the member account ID of the Escrow Agent. This is TER;
7.2.7 the intended settlement date. This should be as soon as
possible and, in any event, by not later than 6.00 p.m. on the
Tender Closing Date;
7.2.8 input with standard delivery instruction of priority 50; and
7.2.9 the corporate action number for the Tender Offer, which is
allocated by Euroclear and can be found by viewing the corporate
action details on screen in CREST.
7.3 If you are a CREST sponsored member, you should refer to
your CREST sponsor before taking any action. Your CREST sponsor
will be able to confirm details of your participant ID under which
your Shares are held. In addition, only your CREST sponsor will be
able to send the TTE Instruction to Euroclear in relation to the
Shares which you wish to tender for purchase.
7.4 After settlement of a TTE Instruction, you will not be able
to access the Shares which are the subject of such TTE Instruction
to CREST for any transaction or charging purposes, notwithstanding
that they will be held by Anson Registrars Limited as Escrow Agent
until completion or lapsing of the Tender Offer.
7.5 You are recommended to refer to the CREST manual published
by Euroclear for further information on the CREST procedures
outlined above.
7.6 If you do not wish to tender any of your Shares held in
uncertificated form to be purchased pursuant to the Tender, you
should not take any further action whatsoever.
8 Escrow release and return of Share certificates
8.1 To the extent that Shares are purchased under the Tender,
the Shares so purchased will be purchased on the Tender Purchase
Date. If Shareholders have elected for Shares to be repurchased
under the Tender and such Shares are not purchased or the Tender
offer lapses, those Shares which are held in uncertificated form
will be returned by the Escrow Agent, Anson Registrars Limited, who
will provide instructions to Euroclear to transfer by TFE
Instruction to the original Shareholder available balances to which
those Shares relate and Shareholders will be sent share
certificates representing Shares not repurchased which are held in
certificated form.
9 Taxation
The taxation consequences on a purchase of Shares pursuant to
the Tender depend on Shareholders' individual circumstances. If you
are in any doubt as to your tax position, you should consult your
professional adviser before taking any action.
10 Overseas shareholders
10.1 It is the responsibility of any Shareholder wishing to
tender his Shares for purchase to satisfy himself as to full
observance of the laws of any relevant territory in connection with
such election, including obtaining any requisite governmental or
other consent or approval, observing any other requisite
formalities and paying any issue, transfer or other taxes due in
such territory and Numis and the Company and any person acting on
their behalf shall be fully indemnified and held harmless by such
Shareholder for any such transfer or other taxes or any other
requisite payments such person may be required to pay.
10.2 Shareholders who are in any doubt as to their position
should consult a professional adviser.
10.3 No steps have been taken to qualify the Tender Offer or to
authorise the extending of the Tender Offer or the distribution of
the Tender Form in any territory outside the UK or Guernsey. No
person receiving this document and/or a Tender Form in any
territory other than the UK or Guernsey may treat it as
constituting an invitation or offer to tender his Shares for
purchase nor should he in any event use such Tender Form or input a
TTE Instruction unless, in the relevant territory, such an
invitation could lawfully be made to him and such Tender Form or
TTE Instruction could lawfully be used by him without contravention
of any registration or other regulatory or legal requirement. In
such circumstances, this document and/or the Tender Form are sent
for information only, are confidential and should not be copied or
distributed. In particular, the Tender Offer is not being made,
directly or indirectly, in or into, or by use of the mails, or by
any means or instrumentality (including, without limitation,
facsimile transmission, email or other electronic transmission and
telephone) of interstate or foreign commerce, or of any facility of
a national securities exchange, of a Restricted Jurisdiction and
the Tender Offer cannot be accepted by any such use, means,
instrumentality or facility or otherwise from or within a
Restricted Jurisdiction. Accordingly, the Tender Form and any
related documents are not being mailed and must not be mailed or
otherwise distributed or sent in or into a Restricted Jurisdiction,
including to Shareholders with registered addresses in a Restricted
Jurisdiction or to persons whom Numis knows to be custodians,
nominees or trustees holding Shares for persons in a Restricted
Jurisdiction. Persons
receiving such documents (including, without limitation,
custodians, nominees or trustees) or wishing to accept the Tender
Offer should not distribute or send them in, into or from a
Restricted Jurisdiction or use such mails or any such means,
instrumentality or facility or otherwise in connection with the
Tender Offer, and so doing will render invalid any related
purported acceptance of the Tender Offer. All tendering
Shareholders must provide addresses outside a Restricted
Jurisdiction for the remittance of cash or the return of documents
lodged pursuant to the Tender Offer.
10.4 A Shareholder will be deemed not to have tendered Shares under the Tender Offer if:
10.4.1 such Shareholder is unable to make the representations
and warranties set out in paragraphs 13.1.8 and 13.1.9 of this Part
IV;
10.4.2 such Shareholder completes a Tender Form with an address
in a Restricted Jurisdiction or is entered in the Register with an
address in a Restricted Jurisdiction; or
10.4.3 the Tender Form received from a Shareholder is in an
envelope postmarked in, or which otherwise appears to Numis or its
agents to have been sent from, a Restricted Jurisdiction.
10.5 Numis reserves the right, in its absolute discretion, to
investigate, in relation to any tender, whether the representations
and warranties referred to in paragraphs 13.1.8 and 13.1.9 of this
Part IV of this document given by any Shareholder is correct and,
if such investigation is undertaken and as a result Numis
determines (for any reason) that any such representation and
warranty is not correct, such tender shall not be valid.
10.6 Numis (acting in its absolute discretion) reserves the
right to reject any tender for Shares to be purchased made by or on
behalf of a person outside of the UK if it appears that the
election may constitute a breach of any relevant securities
legislation. Notwithstanding any other statement in this document,
Numis reserves the right to permit a Shareholder to tender his
Shares for purchase if Numis is satisfied (acting in its absolute
discretion) that such action would not result in contravention of
any applicable legal or regulatory requirements.
11 If you have bought or intend to buy Shares
If you have bought or intend to buy Shares before the Tender
Record Date, such Shares need to be recorded on the Register at the
close of business on the Tender Record Date for you to be able to
tender your Shares pursuant to the Tender. If you are in any doubt
as to whether or not any such Shares will be so registered, you
should consult your stockbroker or agent without delay.
12 If you have sold or intend to sell Shares
If you have sold or intend to sell some or all of your holding
of Shares before the Tender Record Date, you should consult with
your stockbroker or agent without delay. Your stockbroker or agent
will then advise you as to what action you should take. If you sell
all of your holding of Shares you should pass this document to the
purchaser or transferee or the person who sold or transferred the
Shares for you. That person can then pass these on to the new owner
of the Shares. However, except as set out above, those documents
should not be taken, forwarded to or sent or distributed in, into
or from any Restricted Jurisdiction.
13 Undertakings, representations and warranties
13.1 Certificated Shares
Each Shareholder by whom, or on whose behalf, a Tender Form (as
the case may be) is executed, irrevocably undertakes, represents,
warrants and agrees to and with Numis and the Company (so as to
bind him, his personal representatives, heirs, successors and
assigns) that:
13.1.1 the execution of the Tender Form shall constitute an
offer to sell to Numis such number of Shares as is inserted in the
Tender Form on and subject to the terms and conditions set out or
referred to in this document and the Tender Form, and that, once
lodged, such tender shall be irrevocable;
13.1.2 such Shareholder has full power and authority to tender,
sell, assign or transfer the Shares in respect of which such offer
is accepted (together with all rights attaching thereto) and, when
the same are purchased by Numis, Numis will acquire such Shares
with full title guarantee and free from all liens, charges,
encumbrances, equitable interests, rights of pre-emption or other
third party rights of any nature and together with all rights
attaching thereto, on or after the Tender Closing Date including
the right to receive all dividends and other distributions
declared, paid or made after that date;
13.1.3 the execution of the Tender Form will, subject to the
Tender Offer becoming unconditional, constitute the irrevocable
appointment of any director or officer of Numis as such
Shareholder's attorney and/or agent, and an irrevocable instruction
to such attorney and/or agent to complete and execute all or any
instruments of transfer and/or other documents at the attorney's
and/or agent's discretion in relation to the Shares tendered in
favour of Numis or such other person or persons as Numis may direct
and to deliver such instrument(s) of transfer and/or other
documents at the discretion of the attorney and/or agent, together
with the share certificate(s) and/or other document(s) relating to
such Shares, for registration within six months of the Tender Offer
becoming unconditional and to do all such other acts and things as
may in the opinion of such attorney and/or agent be necessary or
expedient for the purpose of, or in connection with, the Tender and
to vest in Numis, or its nominee(s) or such other person(s) the
company may direct, such Shares;
13.1.4 such Shareholder agrees to ratify and confirm each and
every act or thing which may be done or effected by Numis or any of
its directors or any person nominated by Numis in the proper
exercise of its or his or her powers pursuant to sub-paragraph
13.1.3 above or, more generally, under the terms and conditions of
the Tender Offer set out in this Part IV;
13.1.5 such Shareholder holding Shares in certificated form will
deliver to Anson Registrars their share certificate(s) and/or other
documents of title in respect of the Shares tendered, or an
indemnity acceptable to Numis in lieu thereof, or will procure the
delivery of such document(s) to such person as soon as possible
thereafter and, in any event, no later than 5 p.m. on the Tender
Closing Date;
13.1.6 the provisions of the Tender Form shall be deemed to be
incorporated into the terms and conditions of the Tender;
13.1.7 such Shareholder shall do all such acts and things as
shall be necessary or expedient and execute any additional
documents deemed by Numis to be desirable, in each case to ensure
compliance with applicable anti-money laundering laws and
regulations and/or complete the purchase of the Shares and/or to
perfect any of the authorities expressed to be given hereunder;
13.1.8 such Shareholder, if a citizen or national of, or
resident in any jurisdiction other than the United Kingdom, has
fully observed any applicable legal requirements and that the
invitation under the Tender may be made to him under the laws of
the relevant jurisdiction;
13.1.9 such Shareholder has not received or sent copies or
originals of this document, the Tender Form or any related
documents in, into or from any Restricted Jurisdiction and has not
otherwise utilised in connection with the Tender, directly or
indirectly, the mails or any means or instrumentality (including,
without limitation, facsimile, transmission, telex, telephone and
e-mail) of interstate or foreign commerce, or of any facility of a
national securities exchange, of any Restricted Jurisdiction; that
the Tender Form has not been mailed or otherwise sent in, into or
from any Restricted Jurisdiction and such Shareholder is accepting
the Tender from outside all Restricted Jurisdictions;
13.1.10 the despatch of a cheque to a Shareholder in accordance
with the payment arrangements specified in paragraph 14 below will
discharge fully any obligation of Numis to pay such Shareholder the
consideration to which he is entitled under the Tender Offer;
13.1.11 on execution, the Tender Form takes effect as a deed under English law;
13.1.12 each Shareholder who tenders or procures the tender of
Shares will thereby be deemed to have agreed that, in consideration
of Numis agreeing to process their tender, such Shareholder will
not revoke their tender or withdraw their Shares; and
13.1.13 the execution of the Tender Form constitutes such
Shareholder's submission to the jurisdiction of the courts of
England in relation to all matters arising out of or in connection
with the Tender or the Tender Form.
13.2 A reference under this paragraph to a Shareholder includes
a reference to the person or persons executing the Tender Form and
in the event of more than one person executing a Tender Form, the
provisions of this paragraph will apply to them jointly and
severally.
13.3 Uncertificated Shares
Each Shareholder by whom, or on whose behalf, a TTE Instruction
is made irrevocably undertakes, represents, warrants and agrees to
and with Numis and the Company (so as to bind him, his personal
representatives, heirs, successors and assigns) that:
13.3.1 the input of the TTE Instruction shall constitute an
offer to sell to Numis such number of Shares as is inserted in the
TTE Instruction on and subject to the terms and conditions set out
or referred to in this document and that once the TTE Instruction
has been lodged, such tender shall be irrevocable;
13.3.2 such Shareholder has full power and authority to tender,
sell, assign or transfer the Shares in respect of which such offer
is accepted (together with all rights attaching thereto) and, when
the same are purchased by Numis, Numis will acquire such Shares
with full title guarantee and free from all liens, charges,
encumbrances, equitable interests, rights of pre-emption or other
third party rights of any nature and together with all rights
attaching thereto, on or after the Tender Closing Date, including
the right to receive all dividends and other distributions
declared, paid or made after that date;
13.3.3 the input of the TTE Instruction will, subject to the
Tender Offer becoming unconditional, constitute the irrevocable
appointment of Anson Registrars Limited as Escrow Agent to the
Tender Offer, and an irrevocable instruction to the Escrow Agent
(i) subject to the Tender Offer becoming unconditional to transfer
to itself and then to transfer to Numis or such other person or
persons as Numis may direct the Shares tendered (ii) if the Tender
Offer does not become unconditional and lapses, or there are Shares
which have not been successfully tendered under the Tender Offer,
to give instructions to Euroclear, as promptly as practicable after
the lapsing of the Tender Offer, to transfer the Relevant Shares to
the original available balances from which those Shares came. For
the purposes of this sub-paragraph 13.3.3, "Relevant Shares" means
Shares in uncertificated form in respect of which a transfer or
transfers to escrow has or have been effected pursuant to the
procedures described in this Part IV;
13.3.4 such Shareholder agrees to ratify and confirm each and
every act or thing which may be done or effected by Numis, any of
its directors or any person nominated by Numis in the proper
exercise of its or his or her powers or, more generally, under the
terms and conditions of the Tender Offer set out in this Part
IV;
13.3.5 such Shareholder shall do all such acts and things as
shall be necessary or expedient and execute any additional
documents deemed by Numis to be desirable, in each case to ensure
compliance with applicable anti-money laundering laws and
regulations and/or complete the purchase of the Shares and/or to
perfect any of the authorities expressed to be given hereunder;
13.3.6 such Shareholder, if a citizen or national of, or
resident in, any jurisdiction outside the United Kingdom, has fully
observed any applicable legal requirements and that the invitation
under the Tender may be made to him under the laws of the relevant
jurisdiction;
13.3.7 such Shareholder has not received or sent copies or
originals of this document or any related documents in, into or
from any Restricted Jurisdiction and has not otherwise utilised in
connection with the Tender, directly or indirectly, the mails or
any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone and e-mail) of interstate
or foreign commerce, or of any facility of a national securities
exchange, of any Restricted Jurisdiction at the time of the input
of and settlement of the relevant TTE Instruction(s); that the TTE
Instruction has not been sent from any Restricted Jurisdiction, and
such Shareholder is accepting the Tender from outside all
Restricted Jurisdictions;
13.3.8 the entry of the TTE Instruction constitutes such
Shareholder's submission to the jurisdiction of the courts of
England in relation to all matters arising out of or in connection
with the Tender;
13.3.9 if, for any reason, any Shares in respect of which a TTE
Instruction has been made are, prior to the Tender Closing Date,
converted into certificated form, the electronic tender in respect
of such Shares shall cease to be valid and the Shareholder will
need to comply with the procedures for tendering Shares in
certificated form as set out above in respect of the Shares so
converted, if he wishes to make a valid tender of such Shares
pursuant to the Tender Offer;
13.3.10 if the appointment of agent provision under
sub-paragraph 13.3.3 above shall be unenforceable or invalid or
shall not operate so as to afford any director or officer of the
Company the benefit or authority expressed to be given therein, the
Shareholder shall with all practicable speed do all such acts and
things and execute all such documents that may be required to
enable the Company to secure the full benefits of sub-paragraph
13.3.3 above; and
13.3.11 each Shareholder who tenders or procures the tender of
Shares will thereby be deemed to have agreed that, in consideration
of Numis agreeing to process their tender, such Shareholder will
not revoke their tender or withdraw their Shares.
14 Settlement
Settlement of the consideration to which any Shareholder is
entitled pursuant to valid tenders accepted by Numis (which will be
rounded down to the nearest whole penny) will be effected as
follows: cheques for the consideration due will be despatched on 12
November 2018 (or as soon as practicable thereafter) by first class
post to the registered address of the tendering Shareholder or, in
the case of joint holders, the address of the first named, or if
completed, to the alternative address specified in Box 4A of the
Tender Form.
15 Additional Provisions
15.1 Shares acquired by Numis under the Tender Offer will be
purchased by Numis as principal and will be on-market purchases in
accordance with the rules of London Stock Exchange and market
acquisitions in accordance with the Companies Law.
15.2 Any omission to dispatch this document or the Tender Form
or any notice required to be despatched under the Terms of the
Tender Offer to, or any failure to receive the same by, any person
entitled to participate in the Tender Offer shall not invalidate
the Tender Offer in any way or create any implication that the
Tender Offer has not been made to any such person.
15.3 All power of attorney and authorities on terms conferred by
or referred to in this Part IV or the Tender Form are given by way
of security for the performance of the obligations of the
Shareholders concerned and are irrevocable in accordance with
section 4 of the Powers of Attorney Act 1971.
15.4 All tenders must be made on the relevant prescribed Tender
Form, duly completed in accordance with the instructions set out
thereon which constitute part of the terms of the Tender Offer, or
by the entry of a valid TTE Instruction. A Tender Form or a TTE
Instruction will only be valid when the procedures contained in
these terms and conditions are complied with. The Tender Offer and
all tenders will be governed by and construed in accordance with
English law. Delivery or posting of a Tender Form or the entry of a
valid TTE Instruction will each constitute submission to the
exclusive jurisdiction of the English Courts.
15.5 Any material changes to the terms, or any extension or
termination of the Tender Offer will be followed as promptly as
practicable by a public announcement no later than 9.00 a.m. on the
Business Day following the date of such change, extension or
termination. Such announcement will be notified to a regulatory
information service provider of London Stock Exchange plc.
15.6 Except as contained in this document, no person has been
authorised to give any information or make any representations with
respect to the Company or the Tender Offer and, if given or made,
such other information or representations should not be relied on
as having been authorised by Numis or the Company. Under no
circumstances should the delivery of this document or the delivery
of any consideration pursuant to the Tender Offer create any
implication that there has been no change in the assets,
properties, business or affairs of the Company since the date of
this document.
15.7 Numis reserves the absolute right to inspect (either itself
or through its agents) all Tender Forms and may consider void and
reject any document which does not in Numis's sole judgement
(acting reasonably) meet the requirements of the Tender Offer.
Numis reserves the absolute right to waive any defect or
irregularity in the tender of any Shares, including any Tender Form
(in whole or in part) and any TTE Instruction which is not entirely
in order or which is not accompanied by (in the case of documents
held in certificated form) the related share certificates and/or
other document(s) of title or any indemnity acceptable to Numis in
lieu thereof. In that event, for Shares held in certificated form,
however, the consideration for the Tender Offer will only be
dispatched when the Tender Form is entirely in order and the share
certificates or other document(s) of title or indemnities
satisfactory to Numis has/have been received. All questions as to
the number of Shares tendered and the validity, form eligibility
(including the time of receipt) and acceptance for payment of any
tender of Shares will be determined by Numis in its absolute and
sole discretion, which determination shall be final and binding on
all of the parties (except as otherwise required under applicable
law). Neither Numis, the Company, the Receiving Agent nor any other
person will be under any duty to give notifications of any defects
or irregularities in tenders or incur any liability for failure to
give any such notification.
15.8 Shares purchased pursuant to the Tender Offer will,
following the completion of the Tender Offer, be acquired from
Numis by the Company on the London Stock Exchange pursuant to the
Repurchase Agreement for cancellation.
15.9 Further copies of this document and the Tender Form may be
obtained on request from the Receiving Agent, Anson Registrars
Limited by telephone on 01481 711301 or, if calling from outside
the UK, on +44 1481 711301. Calls to Anson Registrars Limited from
inside the UK are charged at the standard national rate. Calls to
Anson Registrars Limited from outside the UK are charged at
applicable international rates. Different charges may apply to
calls made from mobile telephones and calls may be recorded and
monitored randomly for security and training purposes. Anson
Registrars Limited cannot provide advice on the merits of the
Tender Offer or give any financial, legal or tax advice.
16 Modifications
The terms of the Tender Offer shall have effect subject to such
non-material modifications as the Company and Numis may from time
to time approve in writing. The times and dates referred to in this
document may be amended by agreement between the Company and
Numis.
PART V
ADDITIONAL information
1 The Takeover Code
As a company which has its registered office in Guernsey and its
Shares admitted to trading on the London Stock Exchange's Main
Market for Listed Securities, the Company is subject to the
Code.
1.1 Under Rule 9 of the Code, any person who acquires an
interest (as defined in the Code) in shares which, taken together
with shares in which he is already interested and which persons
acting in concert with him are interested, carry 30 per cent. or
more of the voting rights of a company which is subject to the
Code, is normally required to make a general offer to all the
remaining shareholders to acquire their shares. However, a person
who comes to exceed the limits in Rule 9 in consequence of a
company's redemption or purchase of its own shares will not
normally incur an obligation to make a mandatory offer unless that
person is a director, or the relationship of the person with any
one or more of the directors is such that the person is, or is
presumed to be, acting in concert with any of the directors. A
person who has appointed a representative to the board of the
company, and investment managers of investment trusts, will be
treated for these purposes as a director. However, there is no
presumption that all the directors (or any two or more directors)
are acting in concert solely by reason of a proposed redemption or
purchase by the company of its own shares, or the decision to seek
shareholders' authority for any such redemption or purchase.
2 Directors' and other interests
2.1 The Directors of the Company are as follows:
Norman Crighton (Non-executive Independent Chairman)
Shelagh Mason (Non-executive Independent Director)
David Staples (Non-executive Director)
all of Sarnia House, Le Truchot, St Peter Port, Guernsey GY1
1GR.
2.2 The interests of the Directors, their immediate families
and, as far as they are aware having made due and careful
enquiries, of persons connected with them in the share capital of
the Company as at 19 October 2018 (being the latest practicable
date prior to the date of this document), all of which are
beneficial, were as follows:
Director Number of Shares per cent. of
issued Share
capital
David Staples 2,118 0.016%
2.3 The Companies Law imposes no requirement on Shareholders in
the Company to disclose holdings of 3 per cent. (or any greater
limit) or more of any class of the share capital of the Company.
However, the provisions of the Transparency Obligations Directive
(Disclosure and Transparency Rules) Instrument 2006 provide that
certain persons (including Shareholders) are obliged to notify the
Company if the proportion of the Company's voting rights which they
then own reaches, exceeds or falls below thresholds of 5 per cent.,
10 per cent., 15 per cent., 20 per cent., 30 per cent., 50 per
cent., and 75 per cent. As at 19 October 2018 the Company is aware
of the following persons who are interested, directly or
indirectly, in 5 per cent. or more of the Company's voting
rights:
Shareholder per cent.
of issued
Share capital
Lars Bader 13.84
Sunrise Partners 13.43
Nicholas John Greenwood 11.37
Paradigm Capital 10.65
CG Asset Management 7.22
Rath Dhu 6.40
South Yorkshire Pension Authority 6.12
Armstrong Investments 4.04
2.4 All holders of Shares have equal voting rights based on the number of Shares held.
2.5 The Directors are not aware of any person who, directly or
indirectly, jointly or severally exercises control or could
exercise control over the Company.
3 Tender Costs
Assuming the Tender Offer is subscribed in full, the costs and
expenses in connection with the Tender Offer are estimated to be
approximately GBP9,575 (inclusive of stamp duty and VAT) and will
be payable by those Shareholders whose tenders are accepted. Such
costs and expenses are currently estimated to amount to
approximately 1.0 per cent. of the Aggregate Gross Consideration.
If the Board decides to make further tender offers the percentage
of the tender consideration will depend on the proposed tender
size.
19 October 2018
definitions
Aggregate Gross the aggregate consideration for the Tender
Consideration: Offer including the Tender Costs, being up
to GBP1,000,000 (or such other lower amount
as the Board and Numis may agree)
Basic Entitlement: in the case of each Shareholder (other than
Restricted Shareholders), the entitlement
to tender in the Tender Offer a percentage
of the Shares registered in the Register in
such person's name at the Tender Record Date
(rounded down to the nearest whole number
of Shares) equal to the percentage of the
total issued Shares in the Company represented
by the Maximum Tender
Business Day: a day on which banks are generally open for
business in Dublin, London and Guernsey, other
than a Saturday or a Sunday
Companies Law: the Companies (Guernsey) Law 2008 (as amended)
Company: Global Fixed Income Realisation Limited
Continuing Shareholders: Shareholders who continue to hold Shares after
the Tender Offer
CREST: the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
UK is the operator (as defined in the CREST
Regulations) in accordance with which securities
may be held and transferred in uncertificated
form
CREST Manual: the compendium of documents entitled CREST
Manual issued by Euroclear from time to time
and comprising the CREST Reference Manual,
the CREST Central Counterparty Service Manual,
the CREST International Manual, CREST Rules,
CCSS Operations Manual and the CREST Glossary
of Terms
CREST Regulations: the Uncertificated Securities Regulations
2001 (SI 2001/3755)
Directors or Board: the directors of the Company
Escrow Agent: Anson Registrars Limited
Euroclear: Euroclear UK & Ireland Limited, the operator
of CREST
FCA: Financial Conduct Authority
FSMA: the Financial Services and Markets Act 2000
Irish Listing Rules: the listing rules made by the Irish Listing
Authority
London Stock Exchange: London Stock Exchange plc
Maximum Tender: the maximum aggregate number of Shares subject
to the Tender Offer being the number equal
to the Aggregate Gross Consideration divided
by the Tender Price, rounded down to the nearest
whole number of Shares
Net Asset Value the total assets of the Company less its total
or NAV: liabilities (including accrued but unpaid
fees) valued in accordance with the Company's
accounting policies or the proportion of the
same attributable to any class of Shares as
the context requires
Numis: Numis Securities Limited
Overseas Shareholders: a Shareholder who is resident in, or a citizen
of, a jurisdiction outside the United Kingdom
Portfolio: those investments and other assets and liabilities
held by the Company
Receiving Agent: Anson Registrars Limited
Register: the register of Shareholders
Repurchase Agreement: the agreement dated 19 October 2018 between
the Company and Numis whereby the Company
has agreed to purchase, and Numis has agreed
to sell to the Company, as an on-market purchase
and at a price per Share equal to the Tender
Price, all of the Shares purchased by Numis
pursuant to the Tender Offer as summarised
in paragraph 4 of Part I of this document
Restricted Jurisdiction: any of the following jurisdictions: Australia;
Canada; Japan; the Republic of South Africa;
or the United States
Restricted Shareholder: a Shareholder who is a resident in, or a citizen
or national of, a Restricted Jurisdiction
or any other jurisdiction where the mailing
of this document or the Tender Form in, into
or from such jurisdiction would constitute
a violation of the laws of such jurisdiction
RIS: a regulatory information service approved
by the FCA and on the list of regulatory information
services maintained by the FCA
Shareholders: holders of legal title to Shares as shown
on the Company's register of members
Shares: ordinary shares of no par value in the capital
of the Company
Sterling or GBP: UK pounds sterling (and references to "pence"
or "p" shall be construed accordingly)
Takeover Code: The City Code on Takeovers and Mergers
Tender Calculation the day as at which the Company will calculate
Date: the Tender Price for the purposes of the Tender
Offer, expected to be the close of business
on 30 September 2018
Tender Closing Date: the date on which the Tender Offer closes,
expected to be 2 November 2018
Tender Costs: the costs incurred by the Company in making
the Tender Offer, further details of which
are set out in paragraph 3 of Part V of this
document
Tender Discount: the discount to NAV at which the Shares will
be purchased in connection with the Tender
Offer, to take account of the Tender Costs
Tender Form: the tender form issued by the Company for
use by Shareholders in connection with the
Tender Offer
Tender Offer: the tender offer made in this document
Tender Price: the price per Share at which Shares will be
purchased, being the NAV per Share as at 30
September 2018 minus the Tender Discount
Tender Purchase the date on which Numis will make on-market
Date: purchases of Shares pursuant to the Tender
Offer in accordance with paragraph 2 of Part
IV of this document, expected to be 5 November
2018.
Tender Record Date: the record date for the Tender Offer, expected
to be the close of business on 2 November2018.
TFE Instruction: a transfer from escrow instruction (as defined
by the CREST Manual)
TTE Instruction: a transfer to escrow instruction (as defined
by the CREST Manual)
Transfer Agent: Anson Registrars Limited
Winding Down: the change in the Company's investment objective
and policy for the Portfolio to become a realisation
portfolio and the realisation of the Company's
investments comprised in the Portfolio in
an orderly manner
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ISEFKCDKKBDDPKD
(END) Dow Jones Newswires
October 19, 2018 06:08 ET (10:08 GMT)
Global Fixed Income (LSE:GFIR)
Historical Stock Chart
From Apr 2024 to May 2024
Global Fixed Income (LSE:GFIR)
Historical Stock Chart
From May 2023 to May 2024