AURORA INVESTMENT TRUST plc (the "Company")
14 September 2012
Tender Offer
Further to the statement made on 30 May 2012 in the Company's annual report and accounts in relation to a tender offer in accordance with the Company's stated discount control policy (the "Tender Offer"), the Board will implement the Tender Offer in November 2012 following the end of the close period which will apply to the Company prior to the publication of its half yearly financial report.
A circular containing full details of the Tender Offer and the procedure for tendering ordinary shares (the "Circular") will be posted to shareholders on or around 29 October 2012 with the Company's half yearly financial reportand the Tender Offer will be subject to approval by shareholders at a general meeting (the "General Meeting").
The Tender Offer will enable shareholders to tender all or part of their ordinary shares for cash, subject to a maximum of 10% of the Company's ordinary shares in issue on or around 19 November 2012 (the "Tender Offer Record Date").
Under the terms of the Tender Offer, which will be made by Cenkos Securities plc, shareholders (other than restricted shareholders) will be entitled to tender up to their basic entitlement of 10% of the ordinary shares they hold as at the Tender Offer Record Date (their "Basic Entitlement") and to tender additional ordinary shares. However, any such excess tenders above a shareholder's Basic Entitlement will only be satisfied to the extent that other Shareholders tender less than their aggregate Basic Entitlements and will be satisfied on a pro rata basis. Tender applications will be rounded down to the nearest whole number of ordinary shares.
The tender price will be the net asset value per share (inclusive of undistributed revenue reserves) on the relevant calculation date (the "Calculation Date") less the direct costs and expenses of the Tender Offer (including stamp duty and any portfolio realisation costs), less a further 9 per cent discount (the "Tender Price").
The Calculation Date is expected to be on or around 23 November 2012.
Shareholders will be able to choose whether they want to tender their ordinary shares under the Tender Offer or not. Shareholders will not be obliged to tender any of their ordinary shares if they do not wish to do so.
Restricted Shareholders and other Overseas Shareholders
The Tender Offer will not be made to shareholders who are resident in, or citizens of, restricted territories (these being Australia, Canada, Japan and the United States). Restricted shareholders are being excluded from the Tender Offer to avoid breaching applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of the Circular, the tender form and any related documents are not being and must not be mailed or otherwise distributed in or into restricted territories.
Expected timetable (please note these dates may be subject to change)
Circular posted to shareholders and publication of half yearly financial report
Latest date for receipt of tender form/TTE instructions in CREST and forms of proxy
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29 October 2012
19 November 2012 |
General Meeting |
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21 November 2012 |
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Calculation Date
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23 November 2012 |
Results of Tender Offer and Tender Price announced
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27 November 2012 |
Settlement date
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28 November 2012 |
Enquiries:
Cavendish Administration, Company Secretary
John Luetchford 020 7490 4355
Cenkos Securities plc, Corporate Finance Adviser
Chris Lunn 020 7397 1912
Dion Di Miceli 020 7397 1921
Cenkos Securities Plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as the adviser to the Company and is acting for no-one else in connection with the Tender Offer and the contents of this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities Plc nor for providing advice in connection with the Tender Offer and the contents of this announcement or any other matter referred to herein.
Cenkos Securities Plc is not responsible for the contents of this announcement.
This announcement does not constitute an offer to purchase any securities in any jurisdiction. The full terms and conditions of the Tender Offer will be set out in the Circular to be posted to shareholders. Shareholders are advised to read carefully the formal documentation in relation to the Tender Offer once it has been despatched. The Tender Offer is not being made, directly or indirectly, in or into Canada, Australia, South Africa, Japan or the United States and neither this announcement nor the Tender Offer documentation may be distributed or sent in or into or from Canada, Australia, South Africa, Japan or the United States.