REG - Polar Capital Global - Results of the Tender Offer

Polar Capital Global Financials TrustAnnouncement

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RNS Number : 0795N  Polar Capital Global Financials Tst  17 June 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS
RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS
DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM
ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE
SECURITIES LAWS OR OTHERWISE.

 

Polar Capital Global Financials Trust plc (the "Company" or "PCFT")

Legal Entity Identifier: 549300G5SWN8EP2P4U41

 

17 June 2025

 

RESULTS OF THE TENDER OFFER

 

On 14 May 2025, the Company published a Circular and announced a Tender Offer
of up to 100 per cent. of the Ordinary Shares of the Company (excluding Shares
held in Treasury).

 

The gross results of the Tender Offer were as follows:

 

                          Number of Shares  % of issued share capital (excluding treasury shares)

 Shares validly tendered  132,912,988       43.83

 

The Company has satisfied the Continuation Conditions to be able to proceed
with the Tender Offer and the Secondary Placing as set out in the Circular and
in the expected timetable below.

 

Chair of the Company, Simon Cordery commented:

"Retaining close to 60% of the Company and having assets in excess of £350m
based on the latest published NAV, is a strong outcome for the Company. The
response to the investment case set out by the team at Polar Capital has been
very positive, with many investors recognising the value on offer in the
financial sector. On behalf of the Board, I would like to thank our investors
for their ongoing support, and we look forward to the next phase of PCFT."

 

EXPECTED TIMETABLE OF EVENTS

GENERAL MEETING

 

 General Meeting                                 10.00 a.m. on 18 June 2025
 Announcement of results of the General Meeting   18 June 2025

 

TENDER OFFER AND SECONDARY PLACING

 

 Calculation Date                                                                Close of business on 18 June 2025
 Announcement of the Tender Price and the Secondary Placing Price, Commencement   20 June 2025
 of Secondary Placing
 Latest time and date for receipt of commitments under the Secondary Placing     12.00 p.m. on 24 June 2025
 Repurchase of Shares pursuant to the Tender Offer net of any shares placed      24 June 2025
 under the Secondary Placing
 Announcement of final results of the Tender Offer and the Secondary Placing     24 June 2025
 CREST accounts credited in respect of Tender Offer proceeds for uncertificated  by 1 July 2025
 Ordinary Shares
 Cheques despatched in respect of Tender Offer proceeds for certificated         by 1 July 2025
 Ordinary Shares

 

The above times and dates are subject to the passing of the Resolutions at the
General Meeting, and the other conditions to the Tender Offer and Secondary
Placing.

Each of the times and dates in the expected timetable above may be extended or
brought forward without further notice. If any of the above times and/or dates
change, the revised time(s) and/or date(s) will be notified to Shareholders by
an RIS announcement. All references are to London time unless otherwise
stated.

 

Capitalised terms shall have the meaning attributed to them in the Circular
dated 14 May 2025 unless otherwise defined in this announcement.

 

For further information, please contact:

 

 Simon Cordery                              Edward Gibson-Watt
 Polar Capital Global Financials Trust plc  Stifel Nicolaus Europe Limited

 Chair                                      Corporate Broker

 (contact via the Company Secretary)
 Tel. 020 7227 2742                         Tel. 020 7663 3227

 John 'Reg' Regnier-Wilson / Richard Oates  Ed Gascoigne-Pees / Phoebe Pugh
 Polar Capital                              Camarco

 Investment Trust Sales                     PR

 Tel. 020 7227 2725                         Tel. 020 3757 4980

 

 

Neither the content of the Company's website, nor the content on any website
accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless previously
published by means of a regulatory information service, should any such
content be relied upon in reaching a decision as to whether or not to acquire,
continue to hold, or dispose of, shares in the Company.

 

IMPORTANT INFORMATION

 

This announcement contains forward-looking statements. These forward-looking
statements include all matters that are not historical facts. These
forward-looking statements are made based upon the Company's expectations and
beliefs concerning future events impacting the Company and therefore involve a
number of risks and uncertainties. Forward-looking statements are not
guarantees of future performance, and the Company's actual results of
operations, financial condition and liquidity may differ materially and
adversely from the forward-looking statements contained in this announcement.
Forward-looking statements speak only as of the day they are made and the
Company does not undertake to update its forward-looking statements unless
required by law.

 

Stifel Nicolaus Europe Limited ("Stifel"), is authorised and regulated in the
United Kingdom by the FCA, and is acting exclusively for the Company and
no-one else in relation to the Tender Offer or the matters referred to in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Stifel nor for providing
advice in relation to the Tender Offer or the matters referred to in this
announcement. Nothing in this paragraph shall serve to exclude or limit any
responsibilities which Stifel may have under the Financial Services and
Markets Act 2000 (as amended) or the regulatory regime established
thereunder.

 

ANY DECISION TO PARTICIPATE IN THE SECONDARY PLACING SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENDENT REVIEW BY A PROPOSED PLACEE OF THE COMPANY'S
PUBLICLY AVAILABLE INFORMATION. NEITHER STIFEL NOR ANY OF THEIR AFFILIATES
ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO
THE ACCURACY OR COMPLETENESS OF, THIS ANNOUNCEMENT OR THE COMPANY'S PUBLICLY
AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS
SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.

 

In member states of the European Economic Area, any offer of the Ordinary
Shares if made pursuant to the Secondary Placing ("Placing Shares") will be
directed exclusively at persons who are "qualified investors" within the
meaning of Article 2(E) of the Prospectus Regulation. For these purposes, the
expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (and
amendments thereto). In the United Kingdom the Secondary Placing is available
only to, and will be engaged in only with, persons who are "qualified
investors" within the meaning of Article 2(E) of the Prospectus Regulation as
it forms part of the law of England and Wales by virtue of the European Union
(Withdrawal) Act 2018 and who are (i) investment professionals falling with
Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order"), or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other
persons to whom an offer of the Placing Shares may otherwise be lawfully
communicated (all such persons together being referred to as "relevant
persons"). Persons who are not relevant persons should not take any action on
the basis of this announcement and should not act or rely on it.

 

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under any the
securities laws of any state of or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. The Placing
Shares will be offered and sold solely in "offshore transactions" to
institutional investors who are located outside the United States and are not
US Persons within the meaning of and pursuant to Regulation S under the US
Securities Act. No public offering of securities is being made in the United
States.

 

Notice to US Shareholders

 

The Tender Offer is being made in the United States in accordance with the
requirements of Regulation 14E under the US Securities Exchange Act of 1934,
as amended (the "US Exchange Act") to the extent applicable and otherwise in
accordance with the requirements of UK legislation. The Tender Offer is not
subject to the requirements of Regulation 14D under the US Exchange Act.
Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments, that may be different
from those applicable under US domestic tender offer procedures and law.

 

In accordance with normal UK market practice and pursuant to Rule 14e-5(b) of
the US Exchange Act, the Company, its nominees, its brokers (acting as agents)
or any of their respective affiliates may from time to time make certain
purchases of, or arrangements to purchase, shares in the Company outside the
United States, other than pursuant to the Tender Offer, before or during the
period in which the Tender Offer remains open for acceptance. These purchases
may occur either in the open market at prevailing prices, or in private
transactions at negotiated prices. Any information about such purchases will
be disclosed as required in the United Kingdom and, if required, will be
reported to the Regulatory Information Service of the London Stock Exchange
and will be available on the London Stock Exchange website at
http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html
(http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html)
.

 

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 Tracey Lago, Company Secretary for and on behalf of Polar
Capital Secretarial Services Limited.

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