Update regarding Proposals
09/06/2023 07:05
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RNS Number : 1809C Investment Company PLC 09 June 2023
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THIS ANNOUNCEMENT.
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Regulation Rules of the UK Financial Conduct Authority (the "FCA") and does
not constitute a prospectus. Investors should not subscribe for or purchase
any shares referred to in this announcement except on the basis of information
contained in the prospectus expected to be published by The Investment Company
plc (the "Prospectus") in due course (and any supplementary prospectus) and
not in reliance on this announcement. Any approval of the Prospectus by the
FCA should not be understood as an endorsement of the securities that are the
subject of the Prospectus. Potential investors should read the Prospectus when
published and in particular the risk factors set out therein before making an
investment decision in order to fully understand the potential risks and
rewards associated with the decision to invest in the Company's securities.
This announcement does not constitute, and may not be construed as, an offer
to sell or an invitation or recommendation to purchase, sell or subscribe for
any securities or investments of any description, or a recommendation
regarding the issue or the provision of investment advice by any party. Copies
of the Prospectus when published will, subject to certain access restrictions,
be made available for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's
website (https://theinvestmentcompanyplc.co.uk/).
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.
9 June 2023
The Investment Company plc
(the "Company")
LEI: 2138004PBWN5WM2XST62
Update regarding Proposals
Further to its announcement on 30 March 2023, the Board of The Investment
Company plc is pleased to announce that the Company shortly expects to publish
a circular addressed to the Company's Shareholders to explain the rationale,
and seek the required Shareholder approval, for the proposed:
(i) appointment of Chelverton Asset Management Limited ("Chelverton") as
external investment manager to the Company;
(ii) amendment to the Company's investment objective and policy in order
to maximise capital growth over the long term by investing in high quality
Small and Mid-cap Companies listed on the Main Market, AQSE and AIM;
(iii) Tender Offer for up to 100% of the Company's issued share capital so
as to provide those Shareholders who wish to do so with a liquidity
opportunity at a price reflective of the NAV of the Company;
(iv) Issue, comprising a Placing, Offer for Subscription and Intermediaries
Offer, of up to 6 million Ordinary Shares to allow existing Shareholders and
new investors to acquire Ordinary Shares in the capital of the Company;
(v) appointment of David Horner as a non-independent non-executive
Director;
(vi) amendment to the Company's articles of association in relation to the
timing of the Company's next continuation vote;
(vii) sub-division of the Company's Ordinary Shares with a nominal value of
£0.50 each into ordinary shares with a nominal value of £0.10 each,
following Completion of the Tender Offer and the Issue; and
(viii) cancellation of the amounts standing to the
credit of the Company's share premium account and capital redemption reserve
in order to increase the Company's distributable reserves to fund the Tender
Offer in full,
(together, the "Proposals").
The Company is also intending to publish a Prospectus in connection with the
Proposals.
The Proposals are subject to Shareholder approval and the Directors intend to
convene a general meeting at which 3 resolutions will be proposed. Resolutions
1 and 2 will seek approval for the cancellation of the Company's share premium
account and capital redemption reserve. Resolution 3 will seek approval for
the amendment to the Company's investment objective, the amendment to the
Company's articles of association, the repurchase by the Company of Ordinary
Shares pursuant to the Tender Offer, the allotment of Ordinary Shares
otherwise than on a pre-emptive basis for the purposes of the Issue and the
subsequent sub-division of Ordinary Shares. As the Proposals set out in
Resolution 3 will be inter-conditional, Shareholder approval is being sought
by way of a single resolution. The Proposals are also subject to the
satisfaction of certain conditions including, in particular, the "Minimum
Participation Condition" (being that the Company receives valid tender
requests pursuant to the Tender Offer up to an amount which, taken together
with valid commitments received by the Company to purchase or subscribe for
Ordinary Shares pursuant to the Placing, would result in the Company having
sufficient distributable reserves to implement the Tender Offer). The Minimum
Participation Condition will be calculated based on the Company's position
immediately following the completion of the Proposals and therefore following
the Company's proposed cancellation of its share premium account and capital
redemption reserve (if approved by Shareholders and the Court).
If Shareholder approval is not obtained and/or the conditions (including the
Minimum Participation Condition) are not satisfied, the Proposals will not
proceed and the Company is expected to be wound up at or before the Company's
2023 annual general meeting as outlined in the Company's half-year report for
the period ended 31 December 2022.
A further announcement will be made upon publication of the Circular and
Prospectus.
Background to the Proposals
On 4 November 2020, Shareholders approved a new investment objective to
protect the purchasing power of the Company's capital in real terms. Following
this, the Board disposed of the Company's portfolio of preference shares,
fixed-income securities and other income-oriented investments and made
investments in companies which demonstrated good financial health and avoided
unnecessary risk. The remainder of the Portfolio was kept in the form of gold
bullion.
Whilst the Board is satisfied with the Company's performance since 2020, it
has, however, been mindful for some time of the size of the Company, together
with the illiquid nature of the Ordinary Shares, and the impact of these
factors on the discount to NAV at which the Ordinary Shares trade, which has
persisted despite the performance. Accordingly, the Board announced in
February 2023 that it was actively considering credible opportunities to grow
the size and increase the liquidity of the Company while also providing an
immediate complete liquidity option for all Shareholders who wish to realise
their shareholding.
Benefits of the Proposals
The Proposals are the result of a detailed review of the options available to
the Company. The Board believes that the Proposals will provide Shareholders
with the opportunity to remain in a vehicle managed by an award-winning asset
manager with a strong track record of creating value for its investors whilst
increasing investment funds size. For those Shareholders who wish to realise
their investment, the Proposals enable Shareholders to receive a full cash
alternative (through a process which is comparable in terms of cost, but more
timely, than a liquidation of the Company).
In particular, the Proposals are intended to offer the following benefits to
Shareholders:
· the option to continue their investment in the Company and to
benefit from the expertise of Chelverton, an award-winning asset manager with
a strong record of creating value for its investors, as the Proposed Manager
of the Company with a new investment objective and policy;
· the expertise of David Horner, the founder of Chelverton, who has
30 years' experience specialising in UK small to mid-cap quoted investments
and SME unquoted investments, as a member of the Board;
· a medium-term objective of growing the size of the Company, which
it is intended will increase the liquidity of the Ordinary Shares and narrow
the discount at which the Ordinary Shares currently trade; and
· the opportunity for Shareholders who no longer wish to remain
invested in the Company to realise their investment, in whole or in part, at
the Tender Price.
In light of the above, the Board considers that implementing the Proposals is
in the best interests of the Company and the Shareholders as a whole.
Appointment of Chelverton Asset Management Limited
Conditional on, and with effect from, Completion of the Tender Offer, the
Company has appointed Chelverton to provide portfolio advice and day-to-day
portfolio management services, including the origination and evaluation of
investment opportunities and the execution of transactions.
Chelverton commenced trading in 1998 and was formed by David Horner, who has
considerable experience of analysing investments and working with smaller
companies. Chelverton is largely owned by its employees. Chelverton is a
specialist fund manager, focused on UK Small and Mid-cap Companies, and has a
successful track record.
As at the Latest Practicable Date, the Proposed Manager had total funds under
management of approximately £1.53 billion, including two investment trusts
and three OEICs.
The MI Chelverton UK Equity Growth Fund (an open-ended fund) has a similar
investment policy to the Company's proposed investment policy. MI Chelverton
UK Equity Growth Fund looks to achieve long-term capital growth by investing
primarily in a portfolio of UK Small and Mid-cap Companies listed on the Main
Market and AIM.
The following table shows the investment performance record of the MI
Chelverton UK Equity Growth Fund NAV total return data relative to IA UK All
Companies funds (being funds which invest at least 80 per cent. of their
assets in UK equities with the primary objective of achieving capital growth)
and the Numis Smaller Companies Plus AIM Ex Investment Trusts (which covers
all stocks making up the smallest 10 per cent. by value of the UK fully listed
equity market excluding investment trusts).
1 year 3 years 5 years Since launch
Chelverton UK Equity Growth Fund -8.0% 31.9% 49.5% 222.1%
Numis Smaller Companies plus AIM ex Inv Trust -7.5% 17.2% 12.0% 65.3%
IA Sector - UK All Companies 3.1% 19.8% 19.7% 64.6%
Sector ranking 203/222 34/214 7/204 1/183
Quartile 4 1 1 1
Changes to the investment objective and policy
In connection with the appointment of the Proposed Manager and its strategy,
the Board proposes to change the investment objective and policy, in order to
maximise capital growth over the long term by investing in high quality quoted
Small and Mid-cap Companies.
A full comparison of the existing and proposed investment objectives and
policies of the Company will be set out in the Circular.
The amendment to the Company's investment objective and policy requires the
approval of Ordinary Shareholders by ordinary resolution in accordance with
the Listing Rules. As the Proposals (other than the cancellation of the
Company's share premium account and capital redemption reserve) are
inter-conditional, Shareholder approval for the changes to the investment
objective and policy will be sought by tabling Resolution 3 at the General
Meeting, which will be proposed as a special resolution.
Details of the Tender Offer
The Company is proposing a Tender Offer to be made for up to 100 per cent. of
the Ordinary Shares in issue on the Tender Offer Record Date (excluding
treasury Ordinary Shares) at the Tender Price to enable those Qualifying
Shareholders who wish to realise their investment in the Company to do so (in
whole or in part).
The price at which Qualifying Shareholders may tender their Ordinary Shares is
not known at this date and will be calculated based on the Post-Completion NAV
once the results of the Issue and the Tender Offer are known. The
Post-Completion NAV will be calculated using the NAV on the Calculation Date,
adjusted by adding: (i) the proceeds of new Ordinary Shares issued pursuant to
the Placing, Offer for Subscription and Intermediaries Offer; less (ii) any
payment made by the Company to repurchase Ordinary Shares pursuant to the
Tender Offer; and less (iii) the Transaction Costs. The Tender Price will be
equal to the Post-Completion NAV divided by the number of Ordinary Shares in
issue following Completion of the Tender Offer and the Issue.
The Transaction Costs will be shared amongst the pools of capital value
represented by Tendering Shareholders, Remaining Shareholders and Incoming
Shareholders, each as a proportion of the NAV on the Calculation Date.
The Tender Price will be determined as at the Calculation Date, which is
expected to be 18 July 2023. As at the close of business on 7 June 2023 (being
the Latest Practicable Date), the Tender Price would have been 349.80 pence
(rounded to two decimal places) as at that date, on the assumption that 70 per
cent. of existing Shareholders participate in the Tender Offer and demand for
Ordinary Shares pursuant to the Issue equates to £10 million.
As at the close of business on 7 June 2023 (being the Latest Practicable
Date), the mid-market price of the Ordinary Shares on the London Stock
Exchange was 340.00 pence and the most recently announced NAV per Ordinary
Share was 357.06 pence (rounded to two decimal places). Accordingly, the
Tender Price would have represented a premium of 2.9 per cent. to the
mid-market price on such date and a discount of 2.0 per cent. to the most
recently announced NAV.
None of the continuing Directors intend to tender of their Ordinary Shares
pursuant to the Tender Offer.
The Tender Offer is not being made to Shareholders who are resident in, or
citizens of, Restricted Territories. In particular, Restricted Shareholders
are being excluded from the Tender Offer in order to ensure compliance with
applicable local laws relating to the implementation of the Tender Offer.
Details of the Issue
The Company is implementing the Issue of up to 6 million Ordinary Shares by
way of a Placing, an Offer for Subscription and an Intermediaries Offer.
The price at which the Company will issue new Ordinary Shares pursuant to the
Issue will be the NAV per Ordinary Share (before deducting any accrued or paid
Transaction Costs) on the Calculation Date. The Issue Price will be notified
to Shareholders and investors by way of RIS as soon as is practicable after
the Calculation Date.
The Issue is being undertaken in conjunction with the Tender Offer. Pursuant
to the Tender Offer, where there are investors willing to acquire Ordinary
Shares, all or some of the Ordinary Shares which are the subject of
acceptances by Tendering Shareholders will not be repurchased by the Company
pursuant to the Repurchase Agreement but instead shall be sold to Incoming
Shareholders pursuant to the Placing by way of a Matched Bargain Facility. To
the extent that the Company receives commitments from investors to acquire
Ordinary Shares under the Placing in excess of the number of Ordinary Shares
available to purchase from Tendering Shareholders, such excess demand shall be
satisfied by the issue of new Ordinary Shares. Investors may also subscribe
for new Ordinary Shares pursuant to the Offer for Subscription and/or the
Intermediaries Offer.
The Directors intend to use the net proceeds of the Issue to acquire
investments in accordance with the Company's proposed new investment objective
and investment policy. It is expected that the net proceeds of the Issue will
be substantially invested within one month of Admission.
Proposed Manager Participation
The Proposed Director and the following employees of the Proposed Manager or
members of their family intend to subscribe for Ordinary Shares with an
aggregate value of approximately £1.5 million pursuant to the Issue
Smaller Related Party Transaction
David Horner's participation will be regarded as a smaller related party
transaction under the Listing Rules and a separate announcement will be made
upon completion of the Issue.
Notice of GM
A notice convening a General Meeting of the Company will be set out at the end
of the Circular. The General Meeting has been convened for 11.00 a.m. on 26
June 2023 at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London,
EC2M 7SH.
Further details of the Proposals will be set out in the Prospectus. When
published, a copy of the Prospectus will be submitted to the National Storage
Mechanism and will shortly thereafter be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . A copy of the
Prospectus and Circular will, when published, be available on the Company's
website at https://theinvestmentcompanyplc.co.uk/
(https://theinvestmentcompanyplc.co.uk/) . Full details of the Terms and
Conditions of the Tender Offer and the Issue will be made available in the
Circular and the Prospectus.
Capitalised terms used but not defined in this announcement shall have the
meanings set out in the Prospectus.
Expected Timetable
Issue 2023
Publication of the Circular, the Prospectus and the Issue opens on or around 9 June
Latest time and date for receipt of Forms of Proxy for the General Meeting 11.00 a.m. on 22 June
General Meeting 11.00 a.m. on 26 June
Latest time and date for receipt of Tender Forms and TTE Instructions in CREST 11.00 a.m. on 14 July
for the Tender Offer
Latest time and date for receipt of completed applications in respect of the 11.00 a.m. on 14 July
Offer for Subscription
Latest time and date for receipt of completed applications from the 1.00 p.m. on 14 July
Intermediaries in respect of the Intermediaries Offer
Latest time and date for commitments under the Placing 5.00 p.m. on 14 July
Tender Offer Record Date to participate in the Tender Offer 6.00 p.m. on 14 July
Announcement of the results of the Tender Offer and the Issue (subject to the 17 July
passing of the Resolutions at the General Meeting)
Calculation Date 6.00 p.m. on 18 July
Announcement of the Tender Price and Issue Price and confirmation of the 19 July
cancellation of the share premium account and capital redemption reserve, if
approved, by the Court
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 the
passing of the Resolutions at the General Meeting and the satisfaction of the
Continuation Conditions and are subject to change without further notice. All
references to times in this Prospectus 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 NOTICES
This announcement is an advertisement and does not constitute a prospectus and
investors must subscribe for or purchase any shares referred to in this
announcement only on the basis of information contained in the Prospectus
expected to be published by the Company in due course (and in any
supplementary prospectus) and not in reliance on this announcement. This
announcement does not constitute, and may not be construed as, an offer to
sell or an invitation to purchase investments of any description or a
recommendation regarding the issue or the provision of investment advice by
any party. No information set out in this announcement is intended to form the
basis of any contract of sale, investment decision or any decision to purchase
shares in the Company.
The information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness. The material contained in this announcement is given as at the
date of its publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to herein are
subject to revision and amendment.
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.
The Ordinary Shares have not been and will not be registered under the United
States Securities Act of 1933 (as amended) (the "US Securities Act") or with
any securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold within the United States or to,
or for the account or benefit of, US Persons (as defined in Regulation S under
the US Securities Act ("Regulation S")), except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the US
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction in the United States. In addition, the Company has
not been and will not be registered under the United States Investment Company
Act of 1940, (as amended) (the "US Investment Company Act"), and recipients of
the Prospectus will not be entitled to the benefits of that Act.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. No public offering of
securities is being made in the United States.
The offer and sale of Ordinary Shares has not been and will not be registered
under the applicable securities laws of any Member State of the EEA, Canada,
Japan or the Republic of South Africa. Subject to certain exemptions, the
Ordinary Shares may not be offered to or sold within any Member State of the
EEA, Canada, Japan or the Republic of South Africa or to any national,
resident or citizen of any Member State of the EEA, Canada, Japan or the
Republic of South Africa. Neither the Company nor Singer Capital Markets, nor
any of their respective representatives, is making any representation to any
offeree or purchaser of the Ordinary Shares regarding the legality of an
investment in the Ordinary Shares by such offeree or purchaser under the laws
applicable to such offeree or purchaser. Each investor should consult with his
or her own advisers as to the legal, tax, business, financial and related
aspects of a purchase of the Ordinary Shares.
The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. Figures refer
to past performance and past performance should not be considered a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.
This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "might",
"will" or "should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of historical facts
included in this announcement, including, without limitation, those regarding
the Company's financial position, strategy, plans, proposed investments and
objectives, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and,
accordingly, the Company's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements. These factors include but are not limited
to those described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon as a guide
to future performance. Subject to their respective legal and regulatory
obligations (including under the Prospectus Regulation Rules), the Company,
the Proposed Manager and Singer Capital Markets expressly disclaim any
obligations or undertaking to update or revise any forward-looking statements
contained herein to reflect any change in expectations with regard thereto or
any change in events, conditions or circumstances on which any such statement
is based unless required to do so by law or any appropriate regulatory
authority, including FSMA, the Listing Rules, the Prospectus Regulation Rules,
the Disclosure Guidance and Transparency Rules, the UK Prospectus Regulation
and UK MAR.
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.
Information to distributors
Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II") and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (together, the
"MiFID II Product Governance Requirements"), and disclaiming all and any
liability whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (such term to have
the same meaning as in the MiFID II Product Governance Requirements) should
note that: the market price of the Ordinary Shares may decline and investors
could lose all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in the Ordinary
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of UK
MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Ordinary Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
Key information document
In accordance with the UK PRIIPs Regulation, the Company has prepared a Key
Information Document (the "KID") in respect of the Ordinary Shares and made it
available at https://theinvestmentcompanyplc.co.uk. The UK PRIIPs Regulation
requires that the KID is made available to "retail investors" prior to them
making an investment decision in respect of the Ordinary Shares. If you are
distributing Ordinary Shares, it is your responsibility to ensure the KID is
provided to any relevant clients.
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