Placing Programme
The information contained in this announcement is restricted and is not for
publication, release or distribution in any member state of the European
Economic Area (other than the United Kingdom), the United States of America,
Canada, Australia, Japan or South Africa.
Strategic Equity Capital plc (the "Company")
Placing Programme
5 June 2015
The Board intends to introduce a placing programme for up to 20m ordinary
shares ("Shares") in the capital of the Company (the "Placing Programme").
Since 2010, the Company's issued share capital has been reduced by
approximately 17.7m Shares through share buyback programmes and tender offers.
However, the Board is pleased to note that the NAV per Share has increased over
the last 3 years from 101.96p as at 30 June 2012 to 218.63p as at 3 June 2015
and moreover, during the course of the last 6 months, the Shares have begun to
trade at a premium to their net asset value.
To date this year, the Company has issued (or sold from treasury) a total of
5,034,722 Shares, raising £10.787m to pursue the Company's investment
objectives. The Company is only able to issue a further 682,878 Shares under
its existing authorities and the block listing that is in place. As a result,
it is the Board's intention to seek shareholder authority to implement the
Placing Programme. The Board believes that the Placing Programme will assist
the Company in managing the premium to net asset value at which the Shares
trade and should increase secondary market liquidity, thus making the Company
potentially more attractive to a wider range of investors. Shares issued
pursuant to the Placing Programme would be issued at a price per Share (after
taking into account the costs of the issue) of no less than the prevailing net
asset value per Share.
Following discussions with the Company's investment manager, GVQ Investment
Management Limited (the "Manager"), the Board is satisfied that the Manager's
approach will be able to absorb the additional capital that could be raised
pursuant to the Placing Programme. In addition, it is envisaged that Shares
would be issued over time under the Placing Programme, subject to market
conditions, particularly when the Manager has identified suitable investment
opportunities in order to minimise cash drag. The Board recognises that the
Manager's focussed investment strategy in smaller companies has limited
capacity. Accordingly, the Board will continue to monitor the Manager's
capacity for this strategy and will limit any future issuance to ensure that
the Company's investment strategy and performance are not compromised.
The Board intends to publish a circular to shareholders within the next month
in order to convene an extraordinary general meeting at which shareholder
approval of the Placing Programme will be sought. A prospectus will be
published subsequently. Subject to shareholder approval, the Board intends to
have the Placing Programme in place by mid-August.
Enquiries:
GVQ Investment Management Limited 020 3691 6100
Stuart Widdowson
Theresa Russell
Canaccord Genuity Limited 020 7523 8000
Andrew Zychowski
Helen Goldsmith
Lucy Lewis
Capital Sinclair Henderson Limited (Secretary) 01392 412 122
This announcement is an advertisement and does not constitute a prospectus
relating to the Company and does not constitute, or form part of, any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for, any shares in the Company in any jurisdiction nor shall it, or
any part of it, or the fact of its distribution, form the basis of, or be
relied on in connection with or act as any inducement to enter into, any
contract therefor. Investors should not purchase or subscribe for any
transferable securities referred to in this announcement except on the basis of
information contained in the prospectus being considered for publication by the
Company in due course, conditional on relevant shareholder approvals being
granted, in connection with the proposed admission of its Shares to the premium
listing segment of the Official List of the UK Listing Authority and to trading
on the London Stock Exchange plc's main market for listed securities.
The Shares have not been, nor will they be, registered under the US Securities
Act of 1933, as amended or with any securities regulatory authority of any
state or other jurisdiction of the United States or under the applicable
securities laws of any member state of the European Economic Area (other than
the United Kingdom), Australia, Canada, Japan or South Africa. Subject to
certain exceptions, the Shares may not be offered or sold in any member state
of the European Economic Area (other than the United Kingdom), the United
States, Australia, Canada, Japan or South Africa or to or for the account or
benefit of any national, resident or citizen of any member state of the
European Economic Area (other than the United Kingdom), Australia, Canada,
Japan or South Africa or any person located in the United States. The issue and
the distribution of this announcement in other jurisdictions may be restricted
by law and the persons into whose possession this announcement comes should
inform themselves about, and observe, any such restrictions.