Update on Proposals

RNS Number : 5619E

Hansa Trust PLC

04 July 2019

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,  IN OR INTO, THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

4 July 2019

LEI: 213800AIF87JWGLA1L74

Hansa Trust PLC

Update on Proposals

Further to the announcement on 26 November 2018, Hansa Trust plc (the "Company" or "Hansa Trust") today announces proposals for the reorganisation of the business and assets of the Company in order to effect its re-domiciliation to Bermuda (the "Proposal") pursuant to a scheme of arrangement under sections 895 to 899 of the Companies Act 2006 (the "Scheme").

Subject to the approval of the Proposal, Shareholders will be issued with new shares in Hansa Investment Company Limited ("New Hansa") pursuant to the Scheme.

Background

The Board has historically deemed it appropriate for Hansa Trust to be domiciled in the UK, benefiting from UK Investment Trust status. However, the Board has become increasingly concerned about the recent political climate in the UK and the instability and uncertainty this creates for Hansa Trust. The Board has given consideration as to how best protect Hansa Trust's business from the risks of unfavourable political developments in the UK and concluded that Hansa Trust should redomicile to an alternative jurisdiction.

In that regard, the Board undertook a review of five possible locations that would enable Hansa Trust to mirror its existing investment strategy, portfolio and capital structure while seeking to avoid any material impact on its returns. The countries considered were Bermuda, Ireland, Luxembourg, the Netherlands and Switzerland. Following this analysis, and a consultation with shareholders, the Board concluded that re-domiciling the business of Hansa Trust to Bermuda would best achieve this objective.

The intention is that New Hansa will be as similar to Hansa Trust as law and regulation will permit. In particular, the investment portfolio of Hansa Trust will become the investment portfolio of New Hansa with a materially consistent investment strategy.  

The Board of New Hansa will consist of five directors with the necessary skills and experience. Jonathan Davie has been appointed as an independent non-executive director and will take on the role of Chairman and William Salomon has been appointed as a non-independent non-executive director. Both are currently directors of Hansa Trust thereby providing governance continuity. Three new independent non-executive directors - Richard Lightowler, Nadya Wells and Simona Heidempergher - have also been appointed and further details on the Board are included in the New Hansa Prospectus.

The Scheme

The Scheme process requires the approval of Shareholders and the sanction of the Court under Part 26 of the Companies Act 2006. 

Pursuant to the Scheme, New Hansa will allot and issue to Shareholders the following New Hansa Shares:

for every one Ordinary Share held at the Scheme Record Time	five New Hansa Ordinary Shares
for every one 'A' Ordinary Share held at the Scheme Record Time	five New Hansa 'A' Ordinary Shares

The five-for-one issue is intended to assist with the practicalities of investors choosing to invest through platforms, regular savings schemes or by way of dividend reinvestment as they would be left with a smaller potential cash balance following any investment. This may increase the attractiveness of the New Hansa Shares to potential investors and may also increase the liquidity in the market for the New Hansa Shares. Shareholders should note that the five-for-one issue will not affect the overall value of their holdings because although the share price will effectively be divided by five, they will have five times the number of shares previously held.

Because Euroclear UK is unable to take responsibility for the electronic settlement of shares issued by non-UK companies, New Hansa Depositary Interests in respect of the underlying New Hansa Shares will be issued to those Shareholders who wish to hold their New Hansa Shares in uncertificated form through the CREST system.  Further details regarding holding New Hansa Depositary Interests are set out in the Circular and the New Hansa Prospectus referred to below.

Shareholders who sell or otherwise transfer their Hansa Trust Shares prior to the Scheme Record Time will not receive any New Hansa Shares.

Dividend Policy

The total dividends expected to be payable to New Hansa Shareholders for the year to 31 March 2020 is, in aggregate, the same as that indicated by the Company. The Company's existing dividend policy is to pay two interim dividends each year. The Company announced advance notification of two interim dividends of 8 pence per Hansa Trust Share for its financial year ending 31 March 2020. Barring unforeseen circumstances, the Company had expected to pay the first interim dividend in November 2019 with the second being paid in May 2020.

It is expected that the New Hansa Board will, subject to Bermuda law, pay four interim dividends per year. It is expected that the New Hansa Board will, subject to Bermuda law, declare the intended rate of the four proposed dividends at the beginning of the financial year in question and barring unforeseen circumstances, the interim dividends will be paid in August, November, February and May. However, in light of the timing of the Scheme, it is anticipated that New Hansa will pay three interim dividends for its financial year ending 31 March 2020, barring unforeseen circumstances: the first dividend being 1.6 pence per share paid in November 2019, and the second and third dividends being 0.8 pence per share paid in February 2020 and May 2020, respectively.

The change in dividend intentions for New Hansa as compared with the Company, reflects New Hansa's quarterly dividend policy as compared with the Company's semi-annual dividend policy and the proposed issue of five New Hansa Shares for every Hansa Trust Share, pursuant to the Scheme.

Admission

Applications will be made to the FCA for the New Hansa Ordinary Shares to be admitted to listing on the premium segment of the Official List and for the New Hansa 'A' Ordinary Shares to be admitted to listing on the standard segment of the Official List and in respect of each class, to the London Stock Exchange for admission to trading on the Main Market. It is expected that Admission will occur, and that dealings in the New Hansa Shares, will commence on 29 August 2019. It is also expected that the listing of Hansa Trust Shares will be cancelled on that date.

Circular

A circular in connection with the Proposal (the "Circular") has today been published by Hansa Trust and will shortly be sent to Shareholders. A copy of the Circular will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Circular will also shortly be available on the Company's website at www.hansatrust.com.

Prospectus

A prospectus in connection with the issuance of New Hansa shares pursuant to the Scheme (the "New Hansa Prospectus") has today been published by New Hansa. A copy of the New Hansa Prospectus will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The New Hansa Prospectus will also shortly be available on the Company's website at www.hansatrust.com in a section dedicated to New Hansa.

The Meetings

The implementation of the Proposal is subject, in the first instance, to Shareholder approval. The Proposal will be put to three different meetings of the Shareholders, the details of which are outlined in the Circular. There will be a Court Meeting for each class of Hansa Trust Shares and a General Meeting for the holders of Ordinary Shares. Notices convening the Court Meetings and the General Meeting are set out in the Circular.  The meetings will be held at The Washington Mayfair Hotel at 5 Curzon Street, London, W1J 5HE on 29 July 2019 at the following times:

·    The Ordinary Court Meeting will start at 1.30pm (or as soon thereafter as the Annual General meeting has concluded or been adjourned).

·    The 'A' Ordinary Court Meeting will start at 1.35pm (or as soon thereafter as the Ordinary Court Meeting has concluded or been adjourned).

·    The General Meeting will start at 1.40pm (or as soon thereafter as the 'A' Ordinary Court Meeting has concluded or been adjourned).

If the various resolutions are approved by the requisite majorities at the relevant meetings, Hansa Trust will apply to the Court seeking the Court's sanction for the Scheme. If any of the resolutions are not passed, or the Court does not sanction the Scheme, then the Proposal will lapse and the Hansa Trust will continue as is - as a UK investment trust company operating in the UK.

Expected Timetable

Event	2019
Publication of the New Hansa Prospectus	4 July
Publication of the Hansa Trust Circular	4 July
Scheme Voting Record Time	close of business on 25 July
Ordinary Court Meeting to approve the Scheme	29 July
'A' Ordinary Court Meeting to approve the Scheme	29 July
General Meeting	29 July
Court Hearing to sanction the Scheme	27 August
Scheme Record Time	close of business on 28 August
Effective Date	29 August
Admission and commencement of dealings in New Hansa Shares	29 August
Cancellation of listing of the Hansa Trust Shares	29 August
Crediting of New Hansa Depositary Interests to CREST accounts	29 August
Share certificates for New Hansa Shares expected to be despatched	w/c 2 September

Each of the times and dates in the table above is indicative only and may be subject to change.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.

Enquiries:

Buchanan Financial PR Charles Ryland Henry Wilson	020 7466 5000
Winterflood Securities Limited                Corporate Broker Neil Langford Rachael Tracy	020 3100 0000
Hansa Capital Partners LLP Corporate Secretary	020 7647 5750

Important notices

Winterflood Securities Limited (Winterflood), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively, through its division Winterflood Investment Trusts, as Corporate Broker and Financial Adviser to the Company and Sponsor, Corporate Broker and Financial Adviser to New Hansa and for no one else in connection with  the Proposal, the Scheme and Admission and the other arrangements referred to the New Hansa Prospectus. Winterflood will not regard any other person (whether or not a recipient of the New Hansa Prospectus) as its client in relation to the Proposal, the Scheme and Admission or any other arrangements referred to in the New Hansa Prospectus or the Circular and will not be responsible to anyone other than the Company and New Hansa for providing the protections afforded to its clients, nor for providing any advice in relation to the Proposal, the Scheme and Admission, the contents of the Circular or the New Hansa Prospectus or any transaction or arrangement referred to therein.

Winterflood has given and not withdrawn its consent to the publication of this announcement with the inclusion in it of the references to its name and (where applicable) advice in the form and context in which it appears.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities, pursuant to the Scheme or Admission or otherwise. The full terms and conditions of the Proposal including details of how to vote in respect of the Scheme are set out in the Circular. The details regarding Admission are set out in the New Hansa Prospectus.

Any approval, decision or other response to the Scheme should be made only on the basis of the information in the Circular and the New Hansa Prospectus. Shareholders are strongly advised to read the Circular and the New Hansa Prospectus once they have been despatched.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them.

None of Maitland Institutional Services Limited (the "AIFM"), the Company, Hansa Capital Partners LLP (the "Portfolio Manager"), Winterflood, or any of their respective affiliates, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The AIFM, the Company, the Portfolio Manager, Winterflood, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement 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 New Hansa Shares or any other securities 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, any contract therefor.

Readers must make their own assessment of the relevance, accuracy and adequacy of the information contained in this announcement and such independent investigations as they consider necessary or appropriate for the purpose of such assessment. Any opinion or estimate contained in this announcement is made on a general basis and is not to be relied on by the reader as advice. No warranty is given and no liability is accepted for any loss arising, whether directly or indirectly, as a result of the reader or any person or group of persons acting on any information, opinion or estimate contained in this announcement. The Company reserves the right to make changes and corrections to any information in this announcement at any time, without notice.

Information in this announcement or any of the documents relating to the Proposal cannot be relied upon as a guide to future performance. The price and value of securities may go up as well as down. When you sell your investment you may get back less than you originally invested. Tax treatment depends on the individual circumstances of each investor and may be subject to change in the future. Professional advice should be obtained before making any decision.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. In particular the ability of persons who are not resident in the UK, to vote their Hansa Trust Shares with respect to the Scheme at the relevant Court Meetings, and/or the General Meeting, or to appoint another person as proxy to vote at the Court Meetings and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute or form part of any offer or any invitation to purchase, subscribe for, sell or issue any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside England and Wales and the rest of the United Kingdom. To the fullest extent permitted by applicable law, the companies and persons involved in the Proposal disclaim any responsibility or liability for the violation of such restrictions by any person.

The Proposal will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Proposal are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a  violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Scheme.

The implications of the Proposal for Overseas Shareholders may be affected by the laws of jurisdictions outside the United Kingdom. Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements.

Further details in relation to Overseas Shareholders are contained in the Circular.

Notice to Shareholders in the United States

The Proposal relates to the reorganisation of the business of the Company to effect a re-domiciliation to Bermuda pursuant to a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Proposal is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements, style and format of US proxy solicitation or tender offer rules.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT HAS NEITHER BEEN APPROVED NOR DISAPPROVED BY THE SEC OR ANY US STATE SECURITIES COMMISSION. NEITHER THE SEC, NOR ANY STATE SECURITIES COMMISSION, HAS PASSED UPON THE FAIRNESS OR MERITS OF THE PROPOSAL DESCRIBED IN, NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

The New Hansa Shares have not been, and will not be, registered under the US Securities Act or under any of the relevant securities laws of any state of the United States. Accordingly, the New Hansa Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, or to, or for the account or benefit of, US persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or any relevant securities laws of any state of the United States. The New Hansa Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. New Hansa Shareholders will be subject to certain US transfer restrictions relating to the New Hansa Shares received pursuant to the Scheme. New Hansa has not been and will not be registered under the US Investment Company Act and investors will not be entitled to the benefits of such legislation.

It may be difficult for the New Hansa Shareholders in the United States to enforce their rights and any claim arising out of the US federal laws, since the Company and New Hansa are each located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. The New Hansa Shareholders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The information disclosed in this announcement is not the same as that which would have been disclosed if this document had been prepared for the purpose of complying with the registration requirements of the US Securities Act or in accordance with any relevant securities laws of any state of the United States the laws and regulations of any other jurisdiction.

Forward looking statements

This announcement contains forward-looking statements including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects", "intends", "may", "might",  "will", or "should" or, in each case, their negative or other variation or similar expressions. Such forward-looking statements involve unknown risk, uncertainties and other factors which may cause the actual results, financial condition, performance or achievement of the Company or New Hansa, or industry results, to be materially different from future results, financial condition, performance or achievements expressed or implied by such forward-looking statements.

Given these uncertainties, Shareholders are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as at the date of this announcement. Subject to its legal and regulatory obligations, the Company expressly disclaims any obligation to update or revise any forward-looking statement contained herein to reflect changes in expectations with regard thereto or any change in events, conditions, or circumstances on which any statement is based, unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules and the Market Abuse Regulation.

The Company nor any of its respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

 

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