Company Announcement
Hansard Global plc
14 May 2007
Hansard Global PLC
('Hansard' or the 'Company')
Company Announcement
Hansard Global plc, the specialist long-term savings provider based in the Isle
of Man, received notice on Friday 11 May 2007 from Polar Cap Limited ('Polar
Cap'), a significant shareholder in Hansard that, in accordance with the planned
reorganisation of Polar Cap, a further stage in the solvent liquidation of Polar
Cap had been completed.
As set out in the Company's prospectus dated 13 December 2006, the directors of
Polar Cap have adopted a plan of liquidation with a view to making a series of
liquidating distributions and effecting a members' voluntary solvent
liquidation. Pursuant to this plan it is intended that Polar Cap will distribute
its holding in the Company, in-specie to its shareholders. Dr Polonsky,
Hansard's Executive Chairman, continues to hold a majority of Polar Cap's
shares.
An interim stage of this process (the 'Interim Reorganisation') took place on 11
May 2007 and as a result 39,502,509 ordinary shares of 50p each in Hansard have
been distributed to the shareholders of Polar Cap who now hold these directly.
There has been no change in the underlying beneficial ownership in Hansard's
shares as a result of the Interim Reorganisation. The table below sets out the
holdings of Polar Cap, Dr Polonsky, The Polonsky Foundation and Others following
this distribution:
Number of ordinary Transfer of Number of ordinary Percentage
shares2 in Hansard ordinary shares in shares in Hansard of
held before Hansard pursuant to held after Interim Hansard's
Interim Interim Reorganisation issued
Reorganisation Reorganisation4 share
capital5
Polar Cap 79,009,177 (39,502,509) 39,506,668 28.8%
Dr Polonsky1 - 29,637,748 29,637,748 21.6%
ThePolonsky
Foundation - 6,790,878 6,790,878 4.9%
Other3 - 3,073,883 3,073,883 2.2%
Total 79,009,177 39,502,509 79,009,177 57.6%
(1) Notification in accordance with DTR 3.1.4R (1) (a) and DTR 3.1.4R (1) (b)
(2) All ordinary shares in Hansard carry one vote per share
(3) Other relates to all remaining holders in Polar Cap
(4) With the exception of Dr Polonsky none of the remaining Hansard Directors'
holdings are impacted by the reorganization of Polar Cap
(5) Percentage holdings shown with reference to the issued share capital of
137,281,202 ordinary shares; total does not reflect the sum of the holdings by
each party due to rounding
(6)The Polar Cap holding after the Interim Reorganisation includes 1,696 Hansard
shares held for one untraced shareholder
At the time of the IPO, Polar Cap, the Directors of the Company, and The
Polonsky Foundation signed lock-in agreements which remain in place until 17
December 2007; each of the Directors of the Company also entered into orderly
marketing arrangements from 18 December 2007 until 17 December 2008.
Additionally, shares in Hansard numbering 1,734,168 included within 'Other' in
the table above are subject to similar orderly marketing agreements which remain
in place until 17 December 2007.
The Interim Reorganisation will be followed by additional steps to complete the
voluntary solvent liquidation of Polar Cap, scheduled to be completed no later
than 31 December 2007. The table below sets out the expected holdings in Hansard
of the above parties following completion of the plan of liquidation of Polar
Cap, assuming no further transactions by the parties:
Number of Transfer of ordinary Number of ordinary Percentage of
ordinary shares in Hansard shares in Hansard Hansard's
shares in pursuant to the held after the issued share
Hansard held reorganisation reorganisation capital2
on IPO1
Polar Cap 79,009,177 (79,009,177) Nil Nil
Dr Polonsky - 59,276,073 59,276,073 43.2%
The Polonsky
Foundation - 13,581,888 13,581,888 9.9%
Other3 - 6,151,216 6,151,216 4.5%
Total 79,009,177 79,009,177 79,009,177 57.6%
(1) After exercise of the over allotment option
(2) See note (5) to table above
(3) Includes fractional entitlements
For further information, please contact
Hansard Global Plc
Gordon Marr 01624 688000
Bell Pottinger Corporate & Financial
Ben Woodford / Dan de Belder 020 7861 3232
This information is provided by RNS
The company news service from the London Stock Exchange