REG - CQS Natural Res - Result of Tender Offer

CQS Natural Resources Growth and IncomeAnnouncement

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RNS Number : 0857P  CQS Natural Resources Grwth&Inc PLC  01 July 2025

1 July 2025

 

CQS Natural Resources Growth and Income PLC

(the "Company")

Result of Tender Offer

The Board today announces the results of the tender offer announced, alongside
certain value-enhancing initiatives, on 28 May 2025 (the "Tender Offer"). The
Tender Offer was approved by Shareholders at the General Meeting of the
Company held at midday on 25 June 2025 (the "General Meeting") and closed at
1.00 p.m. on 30 June 2025.

A total of 29,334,059 Shares, representing 45.72% of the Shares in issue
(excluding Shares held in treasury) were validly tendered. These Shares will
be repurchased by the Company as described in the circular to Shareholders
dated 28 May 2025, and summarised below.

Going forward, the Company and Shareholders will benefit from the following
value-enhancing initiatives put in place by the Board:

·      a reduction of investment management fee with backdated effect
from 1 May 2025 to a flat 1 per cent. per annum of the NAV of the Company (a
20 basis point reduction on the previous highest tier of fee);

·      the adoption of an enhanced annual dividend of circa 8 per cent
of NAV via a quarterly dividend policy of 2 per cent. of the preceding
quarter-end NAV per Share using capital reserves as necessary; and

·      in order to provide Shareholders who remain invested in the
Company after the Tender Offer with a period of stability, a postponement of
the next continuation vote until the AGM to be held in 2028 and biennial
continuation votes thereafter, in accordance with good governance standards
and as approved by Shareholders at the General Meeting.

The Company has also entered into a Standstill Agreement with Saba Capital
Management, L.P. ("Saba") until the 2028 AGM, pursuant to which it has agreed,
amongst other things: that Saba shall not, and shall procure that its
affiliates shall not, during the Standstill Period (i) require the Board to
convene a general meeting of the Company pursuant to section 303 of the
Companies Act; or (ii) exercise any voting rights available to remove, or
publicly propose the removal of, any member of the Board. In addition,
following the completion of the Tender Offer until the expiry or termination
of the Standstill Period, Saba shall not, and shall use its best endeavours to
procure that its affiliates shall not, vote against the recommendation of the
Board on any other resolutions at any general meeting or annual general
meeting of the Company.

Christopher Casey, Chairman of the Company, commented:

"We welcome the outcome of the tender offer, and the fair choice given to all
Shareholders. While the Company is now smaller in size, its focus on natural
resources and the measures we have taken to appeal to existing and new
investors give us a clear, uninterrupted pathway to grow the Company. We look
forward to our future and thank our Shareholders for their support."

Summary of Tender Offer process

Following valuation on the Calculation Date, 30 June 2025, the Company's
assets and liabilities will be allocated between the Continuing Pool and the
Tender Pool corresponding to the Relevant Proportions tendered. The net asset
value of the assets allocated to the Tender Pool on its establishment will
equal the Tender Pool Initial Asset Value, being an amount representing the
proportionate value of the Company attributable to the Tender Exit Shares.

Within the Tender Pool, the assets will be realised for cash and the
liabilities discharged as soon as is practicable. It is currently expected
that the assets in the Tender Pool will be realised by 30 September 2025.
However, the realisation period will depend on the market environment, and the
Company will provide an update by way of a RIS announcement once the
realisation of the Tender Pool is complete with the Tender Price and payment
date being advised at that time. The Tender Price will be the Tender Pool
Final Asset Value on the Tender Pool Determination Date, divided by the Tender
Exit Shares.

If at any time, the non-cash assets remaining in the Tender Pool represent 5
per cent. or less of the Tender Pool net asset value at that point and the
Directors believe it would be in the best interests of the Exiting
Shareholders to complete the realisation of the Tender Pool, they will direct
the Manager to sell the remaining assets of the Tender Pool at the best price
available on the open market. If in the Directors' discretion (as advised by
the Manager) this would result in a manifestly unfair or incorrect outcome or
no offers are available, such assets will be transferred to the Continuing
Pool at a price to be determined by the Directors, upon advice from the
Manager, taking into account the fact that the assets cannot otherwise be
realised in a timely and value-effective manner. All such processes shall be
carried out in accordance with the Manager's policies and procedures.

It is currently expected that the assets in the Tender Pool will be realised
by 30 September 2025. However, the realisation period will depend on the
market environment, and the Company will provide an update by way of a RIS
announcement once the realisation of the Tender Pool is complete with the
Tender Price and payment date being advised at that time. The Company will
continue to publish its daily NAV in respect of the Continuing Pool during
this time and in addition will publish NAVs of the Tender Pool on a periodic
basis.

Shareholders should be aware that cash payments will not be made immediately
and may take longer than the expected 30 September 2025 date.

Holders of Tender Exit Shares will be entitled to receive dividends declared
by the Company from time to time, and the value of such dividends will be
deducted from the Tender Pool.

For technical reasons, to support the Euroclear CREST corporate action event,
a payment date of 7 October 2025 is stated within CREST, but will be amended
(as required) to the announced CREST cash payment date once the RIS
announcement is issued.

Subject to the satisfaction of the conditions relating to the Tender Offer,
Cavendish will purchase, as principal, the 29,334,059 Shares validly tendered
under the Tender Offer at the Tender Price. Following completion of those
purchases, Cavendish will then sell all the relevant Shares back to the
Company pursuant to the Repurchase Agreement at the Tender Price by way of an
on-market transaction on the main market for listed securities of the London
Stock Exchange. The Board plans to keep up to 8,800,217 Shares bought back in
treasury with the remainder to be cancelled.

The repurchase of Shares by the Company under the Repurchase Agreement will be
funded from the Tender Pool and deducted from the Company's distributable
reserves.

For further information, please contact:

 

 CQS Natural Resources Growth and Income PLC        cnr@tavistock.co.uk (mailto:cnr@tavistock.co.uk)

 Christopher Casey, Chairman                        (c/o Tavistock Communications)
 Cavendish, Financial Adviser and Corporate Broker  +44 20 7908 6000

 Robert Peel, Hamish Kennett, Andrew Worne
 Frostrow Capital LLP, Company Secretary            +44 203 709 2408

 Tasmin Arthurton                                   cosec@frostrow.com (mailto:cosec@frostrow.com)
 Tavistock, Public Relations                        +44 20 7920 3150

 Jos Simson, Gareth Tredway, Tara Vivian-Neal       cnr@tavistock.co.uk (mailto:cnr@tavistock.co.uk)

 

Capitalised terms not otherwise defined in this announcement have the meaning
given to them in the Circular published by the Company on 28 May 2025. As at
the Calculation Date, the issued share capital of the Company (excluding
Shares held in treasury) was 64,157,838.

 

This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of the UK version of the EU Market
Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, such
information is now considered to be in the public domain. The person
responsible for arranging for the release of this announcement on behalf of
the Company is Frostrow Capital LLP, the Company Secretary.

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