Calculation of the Tender Price and Issue Price
19/07/2023 07:00
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RNS Number : 4386G Investment Company PLC 19 July 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
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SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE
INVESTMENT COMPANY PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE
INVESTMENT COMPANY PLC.
The information contained within this announcement is considered by The
Investment Company plc to constitute inside information pursuant to Article 7
of EU Regulation No. 596/2014 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
19 July 2023
The Investment Company plc
(the "Company")
LEI: 2138004PBWN5WM2XST62
NAV Update
and
Calculation of the Tender Price and Issue Price
Further to its announcement on 18 July 2023, the Company confirms that the Net
Asset Value ("NAV") per Ordinary Share (including unaudited revenue but
excluding any accrued Transaction Costs) at the Calculation Date, being 6.00
p.m. on 18 July 2023, was 348.38 pence per Ordinary Share. Accordingly, the
Tender Price and Issue Price, which have been calculated using the methodology
set out in Part 6 of the Prospectus published by the Company on 9 June 2023,
are as follows:
TENDER PRICE: ISSUE PRICE:
337.76 PENCE 348.38 PENCE
The Tender Price represents a 3.0 per cent. discount to the Company's NAV per
Ordinary Share at close of business on 18 July 2023, reflecting the proportion
of the Transaction Costs which will be borne by Existing Shareholders, and is
equal to the estimated Post-Transaction NAV per Ordinary Share.
The Issue Price represents a 3.1 per cent. premium to the Tender Price and the
estimated Post-Transaction NAV per Ordinary Share reflecting the proportion of
the estimated Transaction Costs borne by Incoming Shareholders.
Directors' Participation in the Issue
The following Directors, and the Proposed Director, have subscribed for New
Ordinary Shares pursuant to the Issue (the "Directors' Participation") as
outlined below:
Existing number of Ordinary Shares held Number of New Ordinary Shares subscribed for pursuant to the Issue Resulting number of Ordinary Shares held Percentage of issued share capital held on Admission
Ian Dighé 30,820 7,176 37,996 2.07%
Martin Perrin* 21,695 10,046 31,741 1.73%
David Horner - 28,704 28,704 1.57%
*Together with his persons closely associated
Smaller Related Party Transaction
By virtue of Ian Dighé and Martin Perrin's positions as current directors of
the Company, the Directors' Participation is considered to be a related party
transaction for the purposes of Listing Rules. In addition, David Horner is
considered to be an associate of the Proposed Manager as a result of his
holding of over 30% of the shares in the Proposed Manager. The Transaction
constitutes a smaller related party transaction and falls within Listing
Rule 11.1.10R and this announcement is therefore made in accordance with
Listing Rule 11.1.10R(2)(c). Accordingly, the Company has received written
confirmation from the Sponsor that the terms of the Transaction
are fair and reasonable as far as Shareholders of the Company are
concerned.
Board Changes
Conditional on, and with effect from, Completion of the Tender Offer, which is
expected to be on 26 July 2023, Michael Weeks has resigned from the Board and
David Horner has been appointed as a non-independent non-executive Director of
the Company. Further details concerning David's appointment are contained
within Part 10 of the Prospectus.
Cancellation of the Share Premium Account and Capital Redemption Reserve
The Board further announces that the Court confirmed the cancellation of the
Company's share premium account and capital redemption reserve on 18 July
2023, which was approved by Shareholders at the General Meeting on 26 June
2023, creating further distributable reserves to fund the Tender Offer.
Total Voting Rights
As announced on 18 July 2023, 3,980,664 Ordinary Shares were validly tendered
pursuant to the Tender Offer, constituting 83.4 per cent. of the existing
issued share capital. All validly tendered Ordinary Shares will be accepted in
full with 3,747,673 Ordinary Shares repurchased by the Company and 232,991
Ordinary Shares sold to Incoming Shareholders pursuant to the Matched Bargain
Facility.
In addition, the Company will issue 812,829 new Ordinary Shares ("New Ordinary
Shares") in connection with the Offer for Subscription and Intermediaries
Offer. Applications have been made for the New Ordinary Shares to be admitted
to the premium listing segment of the Official List and to trading on the
London Stock Exchange's main market for listed securities ("Admission"). It is
expected that Admission will become effective and that dealings will commence
on or around 8.00 a.m. on 26 July 2023.
Following Completion of the Tender Offer and Admission, the total number of
voting rights of the Company will be 1,837,205 and this figure may be used by
Shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and Transparency
Rules with effect from Completion of the Tender Offer.
Any capitalised terms used but not otherwise defined in this announcement have
the meaning set out in the Prospectus published by the Company in connection
with the Issue.
Expected Timetable
2023
Repurchase of Ordinary Shares pursuant to the Tender Offer and issue of 26 July
Ordinary Shares pursuant to the Issue
Admission and dealings in new Ordinary Shares commence 8.00 a.m. on 26 July
CREST accounts credited with uncertificated Ordinary Shares in respect of the 26 July
Issue
Where applicable, definitive Ordinary Share certificates in respect of the 31 July
Ordinary Shares issued pursuant to the Issue despatched by post in the week
commencing*
* Underlying Applicants who apply to Intermediaries for Ordinary Shares under
the Intermediaries Offer will not receive Ordinary Share certificates.
The dates and times specified in the timetable above are subject to change
without further notice. All references to times in this announcement are to
London time unless otherwise stated. Any changes to the expected Issue
timetable will be notified by the Company through a Regulatory Information
Service.
Enquiries
The Investment Company +44 (0) 20 3934 6630
Ian Dighé, Chairman
info@theinvestmentcompanyplc.co.uk
Singer Capital Markets - Corporate Broker +44 (0)20 7496 3000
James Moat / Alex Bond / James Fischer
ISCA Administration Services Limited +44 (0) 1392 487056
Company Secretary
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Ordinary Shares
or other securities.
The full terms and conditions of the Tender Offer are set out in the Circular
and the Issue are set out in the Prospectus.
Each of Singer Capital Markets Advisory LLP (the "Sponsor") and Singer Capital
Markets Securities Limited ("SCM Securities") is authorised and regulated in
the United Kingdom by the FCA. References in this document to "Singer Capital
Markets" are references to either the Sponsor or SCM Securities or both of
them, as appropriate. Singer Capital Markets is acting exclusively for the
Company and for no-one else in connection with the matters described in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to the clients of Singer Capital Markets,
nor for providing advice in relation to any of the matters referred to in this
announcement.
None of the Company, the Proposed Manager, Singer Capital Markets, or any of
their respective affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or implied,
as to this announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in
connection therewith. The Company, the Proposed Manager, Singer Capital
Markets, and their respective affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise have in respect of this announcement or its contents or otherwise
arising in connection therewith.
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