Finsbury Emerging Biotechnology Tst
02 May 2006
FINSBURY EMERGING BIOTECHNOLOGY TRUST PLC
PROPOSED PLACING AND OFFER FOR SUBSCRIPTION
02 MAY 2006
Introduction
On 10 March 2006 the Board of Finsbury Emerging Biotechnology Trust PLC
announced that in light of the strong performance in terms of Net Asset Value
per Share and Share price delivered since the Company's adoption of a global
emerging biotechnology mandate in May 2005 and the encouraging outlook for
biotechnology companies, the Company was exploring whether it could expand its
size, thereby reducing its total expense ratio and improving the liquidity in
its Shares.
The Board today announces proposals for an issue of up to £60 million of New
Ordinary Shares by way of the Placing and the Offer for Subscription. The
Company has already obtained conditional commitments under the Placing for £40
million to be subscribed under the Issue. Applications under the Offer for
Subscription are being invited from Shareholders and new investors from the date
of this announcement until the Offer for Subscription closes on 19 May 2006.
A prospectus (the "Prospectus") setting out details of the Issue and convening
the Extraordinary General Meeting, which is to be held on 24 May 2006, has been
dispatched to Shareholders.
The Proposals
The Company is seeking to raise a maximum of £60 million through the Placing and
the Offer for Subscription. Winterflood Investment Trusts has agreed, pursuant
to the Placing Agreement, to use its reasonable endeavours to obtain subscribers
for New Ordinary Shares under the Placing and conditional commitments have been
received to date for a total subscription value of £40 million. The Issue is not
being underwritten.
New Ordinary Shares are also being made available to investors (other than
Overseas Investors) through the Offer for Subscription. The number of Shares
being made available under the Issue has been determined so as to seek to avoid
the need to scale back applications.
It is intended that the New Ordinary Shares will be issued at a price which
ensures that the interests of existing Shareholders are not diluted. The Issue
Price will be determined on the Calculation Date as set out in the Prospectus
and will be at an amount per New Ordinary Share equal to the Net Asset Value per
Share (including undistributed revenue reserves and valuing quoted assets at
mid-market prices rather than bid prices) as at that date adjusted to ensure
that the costs of the Issue are borne out of the proceeds of the Issue.
Accordingly, the price at which the New Ordinary Shares will be issued, will be
at a premium to the Company's Net Asset Value per Share as of the Calculation
Date. Based on the published NAV per Share of 120.54 pence as at the close of
business on 24 April 2006, and assuming that the Issue is fully subscribed, it
is estimated that the Issue Price per New Ordinary Share would be 123.30 pence,
which is a 2.3 per cent. premium to the published NAV per Share. In the event
that the Issue is subscribed solely to the extent of the £40 million currently
committed under the Placing, it is estimated that the Issue Price would be
123.42 pence, which is a 2.4 per cent. premium to the published NAV per Share.
In order to comply with the Listing Rules, if the calculation of the Issue Price
as described in the Prospectus would result in the Issue Price being less than
90 per cent. of the closing middle market price of a Share on the Calculation
Date, the Issue Price will instead be 90 per cent. of that closing middle market
price.
Costs and Expenses
The costs incurred by the Company in connection with the Issue will be borne by
the investors in the New Ordinary Shares through a deduction from the proceeds
of the Issue.
Extraordinary General Meeting
The EGM has been convened for 2.30 p.m. on Wednesday, 24 May 2006 at 10 Crown
Place, London, EC2A 4FT. At this meeting resolutions will be proposed to
increase the authorised share capital of the Company to £25,000,000 divided into
100,000,000 Ordinary Shares of 25 pence each; to authorise the Directors to
allot New Ordinary Shares in respect of the Placing and Offer for Subscription
and up to an additional 10 per cent. of the issued share capital of the Company
following the Issue; to disapply Shareholders' rights of pre-emption in respect
of the above allotments of equity securities for cash; to seek Shareholder
approval for repurchases of up to 14.99 per cent. of the Company's issued share
capital immediately following completion of the Issue; and to approve the
proposed cancellation of the Company's share premium account in order to provide
a distributable reserve out of which to repurchase its Ordinary Shares if and
when it is considered beneficial to do so by the Directors. The cancellation of
the Company's share premium account will be subject to court approval, which
will be applied for after completion of the Issue.
Expected Timetable
Latest time and date for receipt of Priority Application Forms from Plan 3.00 p.m. on 19 May 2006
Participants and Shareholders and of Application Forms from other investors
Latest time and date for receipt of Forms of Proxy 2.30 p.m. on 22 May 2006
Issue Price calculated 5.00 p.m. on 22 May 2006
Extraordinary General Meeting 2.30 p.m. on 24 May 2006
Issue Price and basis of allocation of New Ordinary Shares announced 24 May 2006
New Ordinary Shares issued; Admission and dealings in New Ordinary Shares 8.00 a.m. on 31 May 2006
commence; and CREST accounts credited in respect of New Ordinary Shares issued in
uncertificated form
Enquiries
Alastair Smith
Close Finsbury Asset Management
Tel. 020 7426 6240
Nathan Brown
Winterflood Investment Trusts
Tel. 020 7621 5572
Terms used in this announcement shall, unless the context otherwise requires,
bear the meanings given to them in the prospectus issued by Finsbury Emerging
Biotechnology Trust PLC dated 28 April 2006.
Winterflood Investment Trusts, a division of Winterflood Securities Limited
which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for the Company in relation to the Company's
proposals and for no other person and will not be responsible to any other
person other than the Company for providing the protections offered to customers
of Winterflood Investment Trusts or for providing advice in relation to the
Company's proposals.
Copies of the Prospectus have been submitted to the Financial Services
Authority's Document Viewing Facility, which is situated at:
Document Viewing Facility
UK Listing Authority
25 The North Colonnade
Canary Wharf
London, E14 5HS
This information is provided by RNS
The company news service from the London Stock Exchange
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