Exercise of Subscription Share Rights

RNS Number : 5641G

India Capital Growth Fund Limited

08 August 2016

 

8 August 2016

INDIA CAPITAL GROWTH FUND LIMITED

(the "Company" or "ICGF")

(a closed-ended investment company incorporated with limited liability under the Laws of Guernsey with registered number 43916)

Exercise of Subscription Share Rights

India Capital Growth Fund Limited (the "Company") announces that applications have been received for the exercise of 33,718,446 subscription share rights ("Subscription Share Rights"), each of which confers the right to subscribe for one Ordinary Share at a price of 61p (the "Subscription Price") per share on 6 August 2016 (the "Subscription Date").

Accordingly, the Company announced that it will be issuing and allotting 33,718,446 ordinary shares of 1p each in the capital of the Company ("Ordinary Shares"), subject to admission to trading. Application has been made for the new Ordinary Shares to be admitted to trading on AIM. It is expected that dealings in the new Ordinary Shares will commence at 8.00 a.m. on 9 August 2016.

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), following Admission the issued ordinary share capital of the Company will consist of 108,719,909 Ordinary Shares with voting rights attached. The Company does not hold any shares in treasury.  This figure of 108,719,909 may be used by the Company's shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in the share capital of the Company under the DTRs.

Outstanding Subscription Share Rights

Following this exercise, 3,782,264 Subscription Shares Rights remain unexercised. In accordance with the terms and conditions on which the Subscription Shares were issued, the Company has on 4 August 2016 appointed a trustee (the "Subscription Trustee").

If the Subscription Trustee is of the opinion, having consulted Numis Securities Limited ("Numis"), that the net proceeds of sale of the Ordinary Shares arising on exercise of the outstanding Subscription Share Rights (after deduction of all costs and expenses incurred by, and any fee due to, the Subscription Trustee) will exceed the aggregate costs of subscription, the Subscription Trustee will exercise either (i) all the Subscription Share Rights which have not been exercised or (ii) at the Subscription Trustee's discretion such number of Subscription Share Rights as will, in the Subscription Trustee's opinion, result in the Ordinary Shares arising from such exercise being sold in the market for such net proceeds as will exceed the costs of exercising such Subscription Share Rights and the costs and expenses of sale.

It is intended that the full number of Ordinary Shares that would arise from the exercise of the outstanding Subscription Share Rights (the "Rump") will be sold by Numis by way of a secondary market placing executed at the maximum available, single clearing price. However, the Subscription Trustee reserves its absolute discretion to execute bargains in such sizes and prices as it deems appropriate to the interests of the outstanding Subscription Shareholders. Qualified investors (as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended)) considering participation in the secondary market placing are advised to contact Numis as soon as practicable. Orders for the placing should state the number of shares to be purchased and the maximum purchase price (or confirm that the investor is willing to trade "at strike"). Investors placing orders should note that if the full extent of the Rump is not covered, then a bargain is expected to be executed at the maximum available, single clearing price for the actual size of the book. The decision to sell Ordinary Shares to any qualified investor shall be at the absolute discretion of Numis (after consultation with the Company's investment manager).

If the Subscription Trustee is of the opinion that the gross proceeds of sale of the Ordinary Shares by the Subscription Trustee are likely to exceed the costs of subscription but the excess is not sufficient to meet the costs and expenses incurred by the Subscription Trustee, the Board intends that part or all of such costs and expenses will be borne by the Company, provided that at that time the Board believes this to be in the best interests of the Company and Shareholders as a whole.

The Subscription Trustee will distribute the proceeds of any sale (less any related subscription costs and other costs and expenses) pro rata to the persons entitled thereto, provided that entitlements of under £5.00 shall be retained for the benefit of the Company.

If any or all of the outstanding Subscription Share Rights are not exercised by 20 August 2016, all such Subscription Share Rights will lapse with nil value.

Further to the announcement released on 8 July, the cancellation of the Subscription Shares from admission to trading on AIM was effective from 7.00 a.m. today.

The information contained within this RNS is considered to be inside information prior to its release.

Enquiries

Ocean Dial Asset Management Limited (Investment Manager)

Robin Sellers / David Cornell

020 7068 9870

Grant Thornton UK LLP (Nominated Adviser)

Philip Secrett / Jen Clarke

020 7383 5100

Numis Securities Limited (Broker)

Nathan Brown / Hugh Jonathan, Corporate Broking and Advisory

Chris Gook / David Luck, Sales

020 7260 1000

Apex Fund Services (Guernsey) Limited (Administrator)

Stephen Cuddihee

01481 706999

 

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