REG - Hermes Pacific Inv - Proposed Change of Investing Policy

Hermes Pacific InvestmentsAnnouncement

22/11/2021 07:05

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RNS Number : 0299T  Hermes Pacific Investments PLC  22 November 2021

 

22 November 2021

 

HERMES PACIFIC INVESTMENTS PLC

(the "Company")

 

Change of Investing Policy

Notice of General Meeting

 

Hermes Pacific Investments plc (AIM: HPAC) is pleased to announce details of a
proposed change to the Company's investing policy.

A circular to shareholders is expected to be posted today setting out details
of the New Investing Policy and to explain why the Board considers the New
Investing Policy to be in the best interests of the Company and its
shareholders as a whole and to recommend that shareholders vote in favour of
the resolution to be proposed at a General Meeting required to implement the
New Investing Policy.

 

Background to and reasons for the change of investing policy

The Company's current investing policy is:

The proposed investments to be made by the Company may be either quoted or
unquoted; made by direct acquisition of an equity interest; may be in
companies, partnerships, joint ventures; or direct interests in projects in
South East Asia including, but not limited to, investments in the financial
sector. The Company's equity interest in a proposed investment may range from
a minority position to 100 per cent. ownership.

The Company made a few minor investments when the current investing policy was
first adopted but the Company has not found any suitable significant deals in
South East Asia (in the financial sector or elsewhere) into which to deploy
its cash resources. Therefore the Board consider that it would be appropriate
to change the strategic direction of the Company and implement a new investing
policy that allowed the Company's resources to be deployed in other geographic
areas and business sectors.

It is proposed that the Company's New Investing Policy will be to invest
principally, but not exclusively, in the property sector. The Directors
consider the property sector will provide the Company with significantly more
suitable investment opportunities that can provide offer significant growth
potential for the future.

In the first instance, the existing capital available to the Company will be
used to locate, evaluate and select investment opportunities that offer
satisfactory potential capital returns for shareholders.

 

Proposed New Investing Policy

It is proposed that the Company's new investing policy will be to invest
principally, but not exclusively in the property sector within Europe and the
Middle East.

Accordingly, subject to the passing of the Resolution, the New Investing
Policy will be:-

The proposed investments to be made by the Company may be either quoted or
unquoted; in debt and/or in equity instruments, may be in companies,
partnerships, joint ventures; or direct interests in property or property
projects (either residential or commercial property). The Company's equity
interest in a proposed investment may range from a minority position to 100
per cent. ownership.

The Directors believe there are opportunities to invest in and acquire
commercial and/or residential properties where the properties may be
undervalued and/or suitable for redevelopment to enhance capital value.

The Company will identify and assess potential properties and where it
believes further investigation is required, and subject to assessment of
potential risk, intends to appoint appropriately qualified advisers to assist.
Where further investigation is required, the Company intends to carry out a
comprehensive and thorough investment review process in which all material
aspects of any potential property investment will be subject to due diligence.

The Company's financial resources may be invested in a small number of
properties or investments or potentially in just one investment which may be
deemed to be a reverse takeover of the Company under the AIM Rules. Where this
is the case, it is intended to mitigate the risk by undertaking an appropriate
due diligence process. Any transaction constituting a reverse takeover under
the AIM Rules would require Shareholders' approval. The possibility of
building a broader portfolio of properties has not, however, been excluded.
The Company may also continue to review and investigate non-property related
investments as it has done to date.

The Company's investments may take the form of equity, debt or convertible
instruments. Investments may be made in all types of assets falling within the
remit of the New Investing Policy and there will be no investment
restrictions. Proposed investments may be made in either quoted or unquoted
companies and structured as a direct acquisition, joint venture or as a direct
interest in a project or property. The Directors may consider it appropriate
to take an equity interest in any proposed investment which may range from a
minority position to 100 per cent ownership. The Company may be either an
active investor or passive investor. Where the Company is an active investor,
it may seek representation on the board of investee companies.

The Directors believe that their broad collective experience together with
their network of contacts will assist them in the identification, evaluation
and funding of suitable property and non-property investment opportunities.
The Board already benefits from the considerable expertise and experience of
its chairman, Haresh Kanabar, who has been actively involved in the
residential and commercial property markets for over 15 years and is currently
involved with three property companies based in the United Kingdom. These
companies are fully invested and as such no conflicts of interest in relation
to Mr Kanabar's roles are expected to arise. The Company will also benefit
from John Morton's extensive experience in banking and finance when it comes
to the financing of potential property acquisitions.

If the New Investing Policy is approved by Shareholders, the Directors hope to
commence implementation of the policy in the comings weeks. The Directors are
aware of various potential investment opportunities that they may seek to
pursue in relative short order.

The Director recognise that the Board is currently made up of only two
directors. If the change of investing policy is approved, the Directors intend
in due course to  appoint an additional director with relevant experience..
Until such time, any investment decision will require the unanimous support of
the Directors.

The objective of the Directors is to generate capital appreciation and any
income generated by the Company will be applied to cover costs or will be
added to the funds available to further implement the New Investing Policy. In
view of this, it is unlikely that the Directors will recommend a dividend in
the early years. However, they may recommend or declare dividends at some
future date depending on the financial position of the Company. Given the
nature of the Company's New Investing Policy, the Company does not intend to
make regular periodic disclosures or calculations of net asset value.

The Directors confirm that, as required by the AIM Rules, they will at each
annual general meeting of the Company seek shareholder approval of its
Investing Policy.

 

General Meeting

 

A general meeting of the Company will be held at 22 Great James Street, London
WC1N 3ES on 14 December 2021. The Resolution to be proposed at the General
Meeting as an ordinary resolution proposes the adoption of the New Investing
Policy.

 

 

This announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) no. 596/2014 ("MAR").

For more information please contact:

 Hermes Pacific Investments plc                       www.hermespacificinvestments.com (http://www.hermespacificinvestments.com)
 Haresh Kanabar, Non-Executive Chairman               Tel:  +44 (0)  7802 858893

 WH Ireland Limited (Nominated Adviser & Broker)      www.whirelandcb.com (http://www.whirelandcb.com)
 Mike Coe/ Sarah Mather                               Tel: +44 (0) 207 220 1666

 

 

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