REG - PCGH ZDP PLC Polar Cap Glb Health - Publication of Shareholder Circular

Polar Capital Global Healthcare TrustAnnouncement

29/05/2024 16:30

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RNS Number : 3342Q  PCGH ZDP PLC  29 May 2024

PCGH ZDP PLC (the "Company")

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS
ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT
INFORMATION" AT THE END OF THIS ANNOUNCEMENT.

 

LEI: 5493004C3YRF9HEVQI09

 

29 May 2024

 

 

Publication of circular in connection with the recommended proposals for the
voluntary winding-up of PCGH ZDP PLC (the "Company")

 

Introduction and Background

 

The Board of Directors announces that it has today published a shareholder
circular (the "Circular") setting out the proposals for the voluntary winding
up of the Company.

The Company is a wholly owned subsidiary of Polar Capital Global Healthcare
Trust plc ("PCGH") and was created as part of PCGH's restructure in 2017 for
the sole purpose of issuing ZDP Shares and providing a loan of the proceeds of
that share issue to PCGH.  PCGH gave the Undertaking to repay that Loan and
to subscribe for further Ordinary Shares so as to provide the Company with
sufficient funds to repay the Final Capital Entitlement (as defined below) of
the ZDP Shareholders.

The Company was incorporated with a limited life of seven years and, in
accordance with the Articles of Association, the Board is required to convene
a general meeting of the Company on 19 June 2024 (the "ZDP Repayment Date")
for the purposes of proposing a resolution to wind up the Company. Each ZDP
Shareholder is entitled to 122.99 pence per ZDP Share as at the ZDP Repayment
Date, which is equivalent to a redemption yield of 3.0 per cent. per annum.
(compounded annually) on the initial placing price of 100 pence per ZDP Share
(the "Final Capital Entitlement"). Payment of the Final Capital Entitlement
will be made on 20 June 2024.

In accordance with the above, the purpose of the Circular is to:

(a)     convene a General Meeting seeking the approval of the Ordinary
Shareholder to place the Company into members' voluntary winding up and
appoint the Liquidators (the "Resolution"); and

(b)     provide details to ZDP Shareholders regarding the payment of the
Final Capital Entitlement,

together, the "Proposals".

PCGH is the sole holder of the Ordinary Shares and, in accordance with the
terms of the Undertaking, is required to vote them at the General Meeting in
favour of the Resolution. ZDP Shareholders have no right to attend or vote at
the General Meeting.

Further details of the Proposals and the relevant Resolution which will be
approved by PCGH, as the Ordinary Shareholder, at the General Meeting are set
out below.

Winding up of the Company and appointment of Liquidators

Subject to approval of the Resolution at the General Meeting, it is proposed
that Gareth Rutt Morris and Jonathan Dunn of FRP Advisory Trading Limited,
Kings Orchard, 1 Queen Street, Bristol BS2 0HQ, be appointed as joint
liquidators of the Company and their remuneration shall be determined in
accordance with the letter of engagement between the Liquidators and the
Company. The winding up of the Company will be a voluntary winding up pursuant
to section 84(1)(b) of the Insolvency Act 1986 in which it is intended that
all creditors of the Company will be paid in full.

The appointment of the Liquidators will become effective immediately upon the
passing of the Resolution at the General Meeting. At this point, the powers of
the Board will cease, and the Liquidators will assume responsibility for the
affairs of the Company until it is wound up.

Settlement of Final Capital Entitlement

The record date for a ZDP Shareholder to be entitled to the Final Capital
Entitlement is 6.00 p.m. on 13 June 2024.

It is expected that an amount equal to the Final Capital Entitlement payable
in relation to the ZDP Shares held in uncertificated form will be paid through
CREST on 20 June 2024 by the creation of a payment obligation in favour of
each relevant ZDP Shareholder's payment bank in accordance with the CREST
payment arrangements. It is expected that a cheque drawn on a branch of a UK
clearing bank for an amount equal to the Final Capital Entitlement payable to
all of the other ZDP Shareholders will be sent by first class mail, on 20 June
2024, to the last postal address for those ZDP Shareholders recorded in the
Company's register of members. No fraction of a penny will be paid in respect
of the aggregate Final Capital Entitlement of any ZDP Shareholder. Any such
fractions will be rounded down to the nearest penny and retained by the
Company.

After payment of the Final Capital Entitlement, any existing credit of ZDP
Shares in any stock account in CREST will be redundant and any existing
certificates in respect of ZDP Shares will cease to be of value.

The Board of PCGH has confirmed to the Company that PCGH has sufficient cash
available to it to provide the Company with the funds required to pay the
Final Capital Entitlement to all ZDP Shareholders on the ZDP Repayment Date
and that it will do so in accordance with the terms of the Loan Agreement and
the Undertaking, and the Company is satisfied with those confirmations.

Suspension and cancellation of listing and trading of the ZDP Shares

Application will be made to the London Stock Exchange to suspend trading of
the ZDP Shares on the Main Market of the London Stock Exchange with effect
from 7:30 a.m. on 14 June 2024.

Application will be made to the FCA to suspend the listing of the ZDP Shares
on the standard segment of the Official List with effect from 8:00 a.m. on 19
June 2024.

Following the passing of the Resolution, the Company will apply to the FCA to
cancel the listing of the ZDP Shares on the standard segment of the Official
List and to the London Stock Exchange to cancel trading of the ZDP Shares on
the Main Market, with the cancellations expected to take effect at 8.00 a.m.
on 20 June 2024.

General Meeting

The Resolution to be put to the General Meeting is a special resolution to
approve the voluntary winding up of the Company, appoint the Liquidators,
agree the basis of their remuneration and instruct the Company Secretary to
hold the Company's books to the Liquidators' order. A special resolution
requires at least 75 per cent. of the votes cast to be in favour in order for
the resolution to be passed. The Notice of General Meeting, set out in Part
III of the Circular, contains the full text of the Resolution.

In accordance with the terms of the Undertaking, PCGH (as the sole holder of
the Company's Ordinary Shares) is required to vote in favour of the
Resolution. ZDP Shareholders have no right to attend or vote on the Resolution
at the General Meeting.

Effect of the Proposals

If the Resolution is approved at the General Meeting, this will result in the
Company being placed into members' voluntary winding up on the ZDP Repayment
Date. All ZDP Shareholders will thereafter receive the Final Capital
Entitlement in respect of their ZDP Shares on the date of payment as above.

Expected timetable

The anticipated dates and sequence of events relating to the implementation of
the Proposals are set out below.

 Date of the Circular                                                          29 May 2024
 ZDP Shares disabled in CREST                                                  6.00 p.m. on 13 June 2024
 Record date for Final Capital Entitlement                                     6.00 p.m. on 13 June 2024
 Suspension of trading in ZDP Shares                                           7.30 a.m. on 14 June 2024
 Record date for participation and voting at the General Meeting               6.30 p.m. on 17 June 2024
 Suspension of listing of the ZDP Shares                                       8.00 a.m. on 19 June 2024
 General Meeting                                                               9.30 a.m. on 19 June 2024
 Liquidation of the Company commences and Liquidators appointed                19 June 2024
 CREST accounts for ZDP Shares held in uncertificated form credited with the   20 June 2024
 Final Capital Entitlement
 Cheques for Final Capital Entitlement despatched to ZDP Shareholders holding  20 June 2024
 ZDP Shares in certificated form
 Cancellation of listing and trading of the ZDP Shares                         8.00 a.m. on 20 June 2024

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

Defined terms used in this announcement have the meanings ascribed to them in
the Circular unless the context otherwise requires.

A copy of the Circular has been submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on PCGH's website
at https://www.polarcapitalglobalhealthcaretrust.co.uk/.

 

 For further information please contact:  Lisa Arnold - Chair                                          Tel. 020 7227 2700

                                          Polar Capital Global Healthcare Trust PLC and PCGH ZDP PLC

                                          Iain Evans                                                   Tel. 020 7227 2740

                                          Polar Capital Head of Global Distribution

                                          Tracey Lago                                                  Tel. 020 4548 2842

                                          Company Secretary

 

 

 

 

 

 

 

 

 

 

 

 

Important information

 

If you are in any doubt as to the contents of this announcement or the action
you should take, you should seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser authorised under the Financial Services
and Markets Act 2000 or, if you are in a territory outside the UK, from an
appropriately authorised independent financial adviser.

 

This announcement may not be taken or transmitted into or distributed in any
of following territories: the United States, Australia, Canada, South Africa,
Japan or any other jurisdiction where such release, publication or
distribution may result in the contravention of any registration or other
legal requirement of such jurisdiction. Any failure to comply with these
restrictions may constitute a violation of the laws of any such jurisdiction.

 

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of an offer to purchase, subscribe for or otherwise
acquire, any securities by any US Persons (as defined below) or in the United
States or any jurisdiction. Neither this announcement nor any part of it shall
form the basis of or be relied on in connection with or act as an inducement
to enter into any contract or commitment whatsoever. The information contained
in this announcement is for background purposes only and does not purport to
be full or complete and may not be used in making any investment decision.
This announcement does not contain sufficient information to support an
investment decision and investors should ensure that they obtain all available
relevant information before making any investment. This announcement does not
constitute and may not be construed as any offer to sell or issue, or any
solicitation of an offer to purchase, subscribe for or otherwise acquire,
investments of any description, nor as a recommendation regarding the possible
offering or the provision of investment advice by any party. No reliance may
be placed for any purpose on the information contained in this announcement or
its accuracy or completeness. No representation or warranty, express or
implied, is given by the directors of the Company or any other person as to
the accuracy of information or opinions contained in this announcement and no
responsibility is accepted for any such information or opinions. No
information in this announcement should be construed as providing financial,
investment or other professional advice and each prospective investor should
consult its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed by any person for any
purposes whatsoever on this announcement, or its accuracy, fairness 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.

 

The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended (the "US Investment Company Act"). The Shares
have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "US Securities Act"), or under the securities laws of
any state or other jurisdiction of the United States, and may not be offered,
sold, pledged or otherwise transferred, directly or indirectly, into or within
the United States, or to or for the account or benefit of U.S. persons as
defined in Regulation S under the US Securities Act ("US Persons") 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 of the United
States and in a manner which would not require the Company to register under
the US Investment Company Act.

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