Tender Offer

RNS Number : 8160B

Dunedin Enterprise Inv Trust PLC

12 October 2020

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION

12 October 2020

Dunedin Enterprise Investment Trust plc
Legal Entity Identifier: 213800E2VLUZ5AF9Z434

As noted in the interim results of Dunedin Enterprise Investment Trust plc (the "Company") published on 21 September 2020, following the change to the Company's investment policy in May 2016 to allow the Investment Manager to conduct a managed wind-down of the Company and in accordance with the Company's distribution policy, the Board is proposing to return up to £10 million to Shareholders pursuant to a tender offer (the "Tender Offer").

The Company has today published a circular providing shareholders with full details of the Tender Offer. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available on the Company's website (https://www.dunedinenterprise.com/).

Details of the Tender Offer

The Tender Offer will enable those Shareholders (other than Restricted Shareholders and certain Overseas Shareholders) who wish to sell some or all of their Shares to elect to do so, subject to the overall limits of the Tender Offer. Shareholders who successfully tender Shares will receive the Tender Price per Share, being a 2.1 per cent. discount to the NAV per Share as at 30 September 2020.

Under the terms of the Tender Offer, which is being made by Nplus1 Singer Advisory LLP ("N+1 Singer"), Shareholders (other than Restricted Shareholders and certain Overseas Shareholders) will be entitled to tender up to their Basic Entitlement, rounded down to the nearest whole Share. Shareholders may also tender additional Shares, but any such excess tenders above the Basic Entitlement will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their aggregate Basic Entitlement.

The Tender Price and the Basic Entitlement will be announced on 2 November 2020, alongside the Company's NAV per Share as at 30 September 2020.

Subject to the satisfaction of the conditions relating to the Tender Offer, N+1 Singer will purchase, as principal, Shares validly tendered under the Tender Offer at the Tender Price. Following completion of those purchases, it will then sell all the relevant Shares back to the Company pursuant to the Repurchase Agreement at the Tender Price by way of an on-market transaction on the main market of the London Stock Exchange. The Shares which the Company acquires from N+1 Singer will be cancelled. The repurchase of Shares by the Company under the Repurchase Agreement will be funded from the Company's distributable reserves.

The Tender Offer is subject to the terms and conditions set out in the Circular. The Tender Offer may also be terminated in certain circumstances as set out in the Circular. Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.

Existing Share buy back authority

The Company's authority to repurchase its own Shares, which was granted at the last annual general meeting of the Company held on 6 May 2020, in respect of up to 14.99 per cent. of the Company's issued share capital as at the date of that meeting, will remain in force and be unaffected by the Tender Offer.

Estimated expenses

The fixed costs relating to the Tender Offer are expected to be approximately £160,000 including VAT. The foregoing figure does not include stamp duty, assuming the Tender Offer is taken up in full the Company estimates that the costs of stamp duty will be approximately £50,000. All costs in relation to the Tender Offer will be borne by the Company. It is expected that, on the basis that the Tender Offer is taken up in full, the costs of the Tender Offer should not result in a dilution to the NAV per Share.

Overseas Shareholders and Restricted Shareholders

The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdictions. Shareholders with registered or mailing addresses outside the United Kingdom who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read the relevant sections of the circular carefully.

The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Jurisdictions. Restricted Shareholders are being excluded from the Tender Offer in order to avoid offending applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of the Tender Form are not being and must not be mailed or otherwise distributed in or into Restricted Jurisdictions.

It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.

Future realisations

In line with the Company's investment policy, Dunedin LLP (the "Investment Manager") will continue to conduct an orderly realisation of the Company's assets in a manner that seeks to achieve a balance between maximising the value of the Company's investments and progressively returning cash to Shareholders. The quantum and timing of any return of capital to Shareholders following receipt by the Company of the net proceeds of realisations of investments will be dependent on the Company's liabilities (including any outstanding bank borrowings), its uncalled fund commitments and general working capital requirements. In particular, the net cash proceeds from realisations of investments, after settlement of and provision for liabilities of the Company, will normally be applied towards the repayment of any outstanding bank borrowings prior to returning capital to Shareholders.

As detailed in the interim results announcement made by the Company on 21 September 2020, a refinancing that is subject to regulatory approval was completed at Hawksford, a leading provider of corporate, private client and fund services. The regulatory approval is required in Jersey and Singapore and is expected to take approximately six months. Such refinancing is expected to generate approximately £6.9 million in proceeds, consisting of capital of £6.3 million and income of £0.6 million. The Company will retain a 5 per cent. interest in Hawksford.

The Investment Manager anticipates that there will be further realisations of certain of the Company's investments within the near term; however, there can be no certainty as to the precise timing or quantum of any such return.

General Meeting

The Tender Offer is subject to Shareholder approval at a General Meeting which is to be held at the offices of Dunedin LLP, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN on 4 November 2020 at 12 noon. At this meeting a special resolution will be proposed to approve the Tender Offer on the terms set out in the Circular and to give the Company authority to make market purchases pursuant to the Tender Offer.  Should the resolution fail to be passed, the Tender Offer will not proceed.

The Board has chosen to seek authority to purchase a maximum of 3,000,000 Shares, representing approximately 14.5 per cent. of the issued Share capital as at the date of this document. The maximum number of Shares to be purchased under the Tender Offer will not be known until the Tender Price has been calculated. The Board has therefore chosen this figure to ensure that there is sufficient capacity under the authority to return the full £10 million.

The Board continues to monitor the ongoing COVID-19 restrictions. As at the date of this announcement there are still significant restrictions on attendance at public gatherings and the UK Government advice is to stay at home as much as possible and limit contact with other people. In the light of these circumstances and in accordance with the Articles, the Board, having taken advice from its advisers, have reluctantly resolved that Shareholders will not be permitted to attend the General Meeting on health and safety grounds. The Board and the Investment Manager will ensure that a quorum of two Shareholders are present at the General Meeting to allow it to take place and for the proxy votes to be exercised.

The Board makes no recommendation to Shareholders or Interactive Investor Savings Product Investors as to whether or not they should tender all or any of their Shares in the Tender Offer. Whether or not Shareholders decide to tender their Shares will depend, amongst other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position.

The Directors intend to tender their Basic Entitlement in the Tender Offer.

Expected timetable

	2020
Publication of this document and Tender Offer opens	12 October
Record Date and time for the Tender Offer	6.00 p.m. on 15 October
NAV per Share as at 30 September 2020, Tender Price and Basic Entitlement announced	2 November
Latest time and date for receipt of Forms of Proxy from Shareholders	12 noon on 2 November
General Meeting	12 noon on 4 November
Results of General Meeting	4 November
Latest time and date for receipt of Tender Forms and submission of TTE Instructions from Shareholders	1.00 p.m. on 6 November
Results of Tender Offer elections	10 November
CREST accounts credited for revised uncertificated shareholdings of Shares (or, in the case of unsuccessful tenders, for entire holdings of Shares)	12 November
CREST Settlement Date: payments through CREST made and CREST accounts settled	12 November
Balancing share certificates and cheques despatched to certificated Shareholders	Week commencing 16 November
Notes
1.  References to times in this document are to London time.
2.  The dates set out in the expected timetable may be adjusted by N+1 Singer, with the consent of the Company, in which event details of the new dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires

For further information please contact:

Dunedin LLP
Graeme Murray 0131 718 2310

N+1 Singer
Robert Peel  020 7496 3000

 

END

 

 

TENMTBTTMTBBBIM