GCP Asset Backed Inc - Strategic Review Update
14/03/2024 07:00
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RNS Number : 7816G GCP Asset Backed Income Fund Ltd 14 March 2024
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
14 March 2024
GCP Asset Backed Income Fund Limited
("GABI" or the "Company")
LEI: 213800FBBZCQMP73A815
Strategic Review Update
On 13 December 2023, the Company announced that its board (the "Board") would
be commencing a strategic review to consider how it may best deliver value to
shareholders (the "Strategic Review"). Following a further announcement on 29
January 2024, the Board has engaged extensively with shareholders in seeking
feedback to inform its decision-making process.
As part of this process, the Board has specifically sought shareholders' views
in respect of i) the potential continuation of the Company in its present form
in accordance with its current investment policy delivered by Gravis Capital
Management Ltd, the Company's investment manager (the "Investment Manager"),
paired with a partial capital return ("Continuation"), ii) a wind-down of the
Company with an orderly realisation of its assets (the "Orderly Realisation")
and iii) a potential sale of the entire issued share capital of the Company
and/or its assets (a "Potential Sale").
Feedback on the future strategic direction of GABI has been provided to the
Board by shareholders representing a majority of the total voting rights in
the Company. Whilst differing views have been expressed by shareholders on the
future of the Company, a majority indicated a preference for an Orderly
Realisation or a Potential Sale. Further, whilst a minority of shareholders
indicated a preference for Continuation, the Board believes that the likely
scale and take-up of returns of capital that would be necessary to provide an
exit for shareholders would be substantial and that, as a result, the Company
would no longer be of a viable size to provide sufficient liquidity and scale.
Alongside shareholder feedback, the Board has also considered the prevailing
and persistent discount to net asset value at which the Company's shares have
traded over the course of the past 18 months, the liquidity of trading in its
shares, and the limited prospects for achieving greater scale in the
foreseeable future and wider market conditions.
Accordingly, the Board has reached the conclusion that shareholder value will
be best served by a proposed orderly realisation and return of capital.
Orderly Realisation and Return of Capital
Shareholders will be given the opportunity to vote on a discontinuation of the
Company at the Company's annual general meeting on 15 May 2024 (the "2024
AGM"), which will be presented as an ordinary resolution requiring a majority
of those voting to vote in favour of discontinuation in order for the
resolution to pass. The Board intends to recommend that shareholders vote for
discontinuation of the Company in its present form.
In addition, and subject to the prior approval of the Financial Conduct
Authority, the Board intends to convene an extraordinary general meeting (the
"2024 EGM") to be held immediately after the 2024 AGM at which it will seek
approval from shareholders to i) amend the Company's investment objective and
policy to contemplate the Orderly Realisation, ii) adopt new articles of
association and iii) approve any related matters necessary to facilitate the
Orderly Realisation (together, the "Proposals").
The Orderly Realisation will not result in a liquidation of the Company in the
immediate future and the Board will seek to implement the Orderly Realisation
in a manner that maximises value to shareholders.
The Company currently has a cash balance of circa. £55 million. It is the
Board's expectation that, subject to the adoption of the Proposals and receipt
of anticipated cashflows, the Company will make an initial capital
distribution of at least this amount as soon as reasonably practicable
following the conclusion of the 2024 EGM. In addition, the Board will seek to
expedite regular capital distributions when practicable thereafter. It is
currently envisaged that adoption of the Proposals will enable the Company to
return capital to shareholders by way of a compulsory partial redemption of
shares pro rata to their shareholding in the Company at the appropriate time.
Should the Proposals be approved by shareholders, it is the Board's current
intention to maintain the Company's existing level of dividend of 6.325 pence
per annum whilst the Company remains substantially invested, for as long as
practicable. This is a target only and does not constitute a profit forecast.
Further, subject to the adoption of the Proposals, in order to reduce costs to
a more appropriate level for the duration of the Orderly Realisation, with
effect from 30 June 2024 the Company will publish half-yearly (rather than
quarterly) NAV updates. It is intended that the Company's listing will be
maintained during the Orderly Realisation process for as long as practicable
and cost-effective to do so.
The Company intends to publish a circular in late April 2024 in connection
with the Proposals and incorporating a notice convening the 2024 EGM (the
"Orderly Realisation Circular").
Update on a Potential Sale
The Board will explore all avenues for optimising shareholder value. Parties
interested in a Potential Sale should contact Barclays using the contact
details given below.
Investment management arrangements
It is the Board's current intention that the Investment Manager be retained to
provide investment management services in connection with the Orderly
Realisation. The Board considers the Investment Manager to be best placed to
provide such services taking into account its knowledge and experience of the
Company's investment portfolio.
To this effect, the Board has commenced discussions with the Investment
Manager in respect of proposals for the provision of investment management
services during the Orderly Realisation under revised terms that seek to
incentivise the Investment Manager to achieve the objective of maximising
shareholder returns in a timely manner.
In due course the Investment Manager will engage with shareholders to present
its plan for the Orderly Realisation.
Further information will be set out in the Orderly Realisation Circular.
Directorate changes
In light of the outcome of the Strategic Review, Joanna Dentskevich and Colin
Huelin do not intend to seek reappointment as non-executive Directors of the
Company at the 2024 AGM.
The Board will be seeking to appoint a new non-executive Director at the 2024
AGM. In seeking the appointment of a new non-executive Director, the Board
will have due regard for corporate governance best practice through an
independent process, taking into account relevant experience, Board diversity
and the regulatory requirements applicable to the Company.
The appointment of the new Director will be subject to the approval of the
Jersey Financial Services Commission and shareholder approval at the 2024 AGM.
Subject to such approvals, following the completion of the 2024 AGM, the Board
will comprise three non-executive Directors.
The Board will review the composition of its committees ahead of the 2024 AGM
and make appropriate changes as required.
Further information will be included in the Orderly Realisation Circular.
Alex Ohlsson, Chairman of GABI, commented:
"The Board thanks shareholders for the constructive feedback provided as part
of the shareholder engagement process. The extensive feedback has been
invaluable in informing the Board's decision-making process and in formulating
proposals for an orderly wind-down of the Company."
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (as amended) ("MAR"). Upon publication of
this announcement, the inside information is now considered to be in the
public domain for the purposes of MAR. The person responsible for arranging
the release of this announcement on behalf of the Company is Sophie Botterill,
Manager at Apex Financial Services (Alternative Funds) Limited.
For further information:
GCP Asset Backed Income Fund Limited | +44 (0)15 3482 2251
Alex Ohlsson, Chairman
Barclays Bank PLC, acting through its Investment Bank (Financial Adviser and
Corporate Broker) | +44 (0)20 7623 2323
Adrian Beidas
Callum West
Dion Di Miceli (Corporate Broking)
Stuart Muress (Corporate Broking)
Buchanan/Quill | +44 (0)20 7466 5000
Helen Tarbet
Sarah Gibbons-Cook
Henry Wilson
About GABI
GABI is a closed-ended investment company traded on the Main Market of the
LSE. The company makes investments secured against physical assets or
contracted cash flows, in sectors which are integral to society.
Important notices
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise.
The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclaimer
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for the Company and no one else in connection
with the matters set out in this announcement and will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of Barclays nor for providing advice in relation to any matter
referred to in this announcement.
In accordance with the UK City Code on Takeovers and Mergers (the "Code"),
normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act,
Barclays and its affiliates will continue to act as exempt principal trader in
the Company's securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be made public in
the United Kingdom pursuant to the Code will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4)
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions)
at https://www.graviscapital.com/funds/gabi-strategic-review/literature by no
later than 12 noon (London time) on the business day following the date of
this announcement. The content of the website referred to in this announcement
is not incorporated into and does not form part of this announcement.
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