Posting of Subscription Share Reminder Letter

RNS Number : 9803C

India Capital Growth Fund Limited

01 July 2016

 

1 July 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)

Posting of Subscription Share Reminder Letter and Notice of Exercise of Subscription Share Rights

On 6 August 2014, the Company undertook a bonus issue of Subscription Shares to Ordinary Shareholders on the basis of one Subscription Share for every two Ordinary Shares of 1 pence each held on 4 August 2014 (being the record date). The Subscription Shares were allotted to qualifying Ordinary Shareholders free of payment.

Each Subscription Share confers the right (a "Subscription Share Right") to subscribe for one Ordinary Share, at a fixed price of 61p (the "Subscription Price") on 6 August 2016 (the "Subscription Date").

In advance of the Subscription Date, a Reminder Letter has today been posted to shareholders, the contents of which are set out below, along with a Notice of Exercise of Subscription Share Rights. Copies of both documents will also be posted on the Company's website www.indiacapitalgrowth.com.

Enquiries:

Ocean Dial Asset Management Limited (Investment Manager)             

David Cornell

Robin Sellers                   020 7068 9870

Grant Thornton UK LLP (NOMAD)

Philip Secrett

Jen Clarke                       020 7383 5100

Numis Securities Limited (Broker)

Nathan Brown                

Hugh Jonathan               020 7260 1000

Apex Fund Services (Guernsey) Limited (Administrator)

Stephen Cuddihee          01481 706999

To the holders of Subscription Shares

Dear Subscription Shareholder

Reminder of Subscription Share Rights and Subscription Date

I am writing to you as you are the registered holder of Subscription Shares in India Capital Growth Fund Limited (the "Company").

On 6 August 2014, the Company undertook a bonus issue of Subscription Shares to Ordinary Shareholders on the basis of one Subscription Share for every two Ordinary Shares of 1 pence each held on 4 August 2014 (being the record date).  The Subscription Shares were allotted to qualifying Ordinary Shareholders free of payment.

The purpose of this letter is to remind you that each Subscription Share confers the right (a "Subscription Share Right") to subscribe for one Ordinary Share, at a fixed price of 61p (the "Subscription Price"), on 6 August 2016 (the "Subscription Date").  There is no obligation on you to exercise your rights.  If you choose to exercise your rights then please note that subscription notices must be received in accordance with the instructions below not later than 5.00 p.m. on 6 August 2016. THIS WILL BE YOUR ONLY OPPORTUNITY TO EXERCISE SUCH RIGHTS.  This reminder is sent to you in accordance with the conditions of issue of the Subscription Shares.  It should not be construed as a recommendation to Subscription Shareholders to exercise their Subscription Share Rights.

If you have any questions as to how to exercise your subscription rights, please contact Neville Registrars Limited on 0121 585 1131 or at [e-mail].

For your information, which may help you to decide whether or not to exercise your Subscription Share Rights on or before the Subscription Date, the closing middle market price of the Ordinary Shares and of the Subscription Shares (as derived from the London Stock Exchange's Daily Official List) on the last dealing day in each of the six months preceding the date of this letter and on the eight dealing days up to 29 June 2016 (being the latest practicable date prior to printing this letter), were as follows:

2016	Ordinary Shares	Subscription Shares	Undiluted NAV per Ordinary Share	Diluted NAV per Ordinary Share*	Discount to Diluted Nav
31 Dec '15	61.0p	3.5p	80.7p	74.2p	-17.8%
29 January	59.0p	2.5p	75.7p	70.8p	-16.7%
29 February	56.1p	2.5p	69.0p	66.4p	-15.5%
31 March	56.4p	2.5p	77.5p	72.0p	-21.7%
29 April	61.1p	2.1p	79.1p	73.0p	-16.3%
31 May	61.3p	2.0p	81.7p	74.8p	-18.0%
20 June	61.0p	2.5p	86.1p	77.7p	-21.5%
21 June	61.0p	2.5p	85.0p	77.0p	-20.8%
22 June	61.0p	2.5p	84.8p	76.9p	-20.7%
23 June	61.6p	2.5p	84.7p	76.8p	-19.8%
24 June	61.0p	2.5p	89.7p	80.1p	-23.8%
27 June	61.3p	2.8p	92.2p	81.8p	-25.1%
28 June	62.8p	2.9p	93.0p	82.4p	-23.8%
29 June	64.0p	4.3p	93.4p	82.6p	-22.5%

* Assuming exercise in full of the Subscription Share Rights (Source: Ocean Dial Asset Management Limited)

NAV as at the last dealing day in the months of December 2015 to May 2016 have been independently verified by the Fund's Administrator. NAV per share for the dealing days 20-29 June 2016 (inclusive) are the Manager's estimate.

Market overview from Ocean Dial Asset Management Limited

India is one of the major emerging economies currently benefiting from the shift in the global terms of trade now favouring commodity and oil importing nations. This, in tandem with more disciplined management of domestic fiscal and monetary policy has led to a prolonged period of lower inflation, currency stability and increased levels of both portfolio and direct investment from overseas. We expect this period of macroeconomic stability to sustain for the medium term steered by an independent Central Bank in conjunction with the strong leadership of Prime Minister Modi. Since the BJP's 2014 election victory, the government has been focused on raising the level of economic output on a sustainable basis by opening up the economy and improving the "ease of doing business". The challenges faced by the government are significant and not without risks. On the domestic side the government has struggled to pass much of its reform based agenda through Parliament, whilst the benefits of rising GDP growth has not yet translated into improving earnings growth at the company level. In the short term the country will be affected by the outcome of the monsoon with much needed rainfall required to support the rural population. In addition the public banking sector is saddled with non-performing assets currently restricting profitability and delaying growth, and this will take further time to be resolved. The Manager believes however that the true impact of Modi's reform based agenda is only just starting to play out and that India is on the cusp of a sustainable recovery. This will be most keenly felt in the small and midcap listed stocks expected to benefit from improved domestic growth and an abundance of global opportunities. In addition to domestic risks, India's equity markets remain closely correlated to global events which continue to paint a mixed picture. As with any Emerging Market, India will present some bumps along the road, but the market is proving increasingly difficult to ignore for patient, long term investors.

What happens if I do not exercise my Subscription Share Rights?

If you do not wish to exercise your Subscription Share Rights, you need take no further action.

Appointment of Subscription Trustee

If, after the Subscription Date, there are any outstanding Subscription Shares, a trustee (Subscription Trustee) will be appointed within seven days following the Subscription Date.  If the Subscription Trustee is of the opinion, having consulted the Company's broker, that the net proceeds of sale of the Ordinary Shares arising on exercise of the Subscription Share Rights after deduction of all costs and expenses incurred by the Subscription Trustee will exceed the 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.  The Subscription Trustee will then distribute the proceeds of any sale (less any related subscription costs and other such 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 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. 

If the Subscription Trustee does not exercise the Subscription Share Rights within fourteen days following the Subscription Date, all Subscription Share Rights will lapse.

Taxation

Exercise of your Subscription Share Rights will not in itself result in any liability to Capital Gains Tax.  However, subsequent disposal of Ordinary Shares arising from an exercise of the Subscription Share Rights or nomination of some other person to receive the Ordinary Shares arising from an exercise of Subscription Share Rights may give rise to a charge to Capital Gains Tax.

No UK stamp duty will be payable on a transfer of Ordinary Shares arising from an exercise of Subscription Share Rights provided that the shares are admitted to trading on AIM (which is currently a "recognised growth market" by HM Revenue & Customs) and are not listed on any other exchange. No UK stamp duty reserve tax will be payable on any agreement to transfer such shares for the same reason.

If you are in any doubt as to your tax position, you should consult your professional adviser.

Procedures for exercising your Subscription Share Rights

Each Subscription Share entitles the holder to subscribe for one Ordinary Share on payment of the Subscription Price (being 61p). 

The Subscription Shares are eligible to be held in CREST and the procedures for exercising your Subscription Share Rights depend on whether your Subscription Shares are (or will be) held by you in uncertificated form (i.e. in CREST) or not.  For this purpose, whether or not your Subscription Shares are held in CREST on the Subscription Date will be determined by reference to the register of members as at the close of business on the date that the Subscription Share Rights are exercised.

Subscription Shares held through CREST (uncertificated)

CREST sponsored members should refer to their CREST sponsor, as only their CREST sponsor will be able to take the necessary action specified below to exercise their Subscription Share Rights. 

Uncertificated Subscription Shareholders wishing to exercise their Subscription Share Rights must send an Unmatched Stock Event (USE) Instruction, properly authenticated in accordance with Euroclear UK & Ireland Limited's specification, to transfer the amount of the Subscription Shares to be subscribed from the relevant account of the CREST Member to the Company's Receiving Agent, Neville Registrars Limited. The Receiving Agent ID is 7RA11. The Member Account ID of the Receiving Agent is INDIA, and the ISIN is GG00BGLCWK02. This Instruction should be received by the Receiving Agent not later than 5.00pm on 5 August 2016.  Each USE Instruction should be accompanied by a remittance for the aggregate Subscription Price for the Ordinary Shares in respect of which the Subscription Share Rights are being exercised.  Once lodged, a USE Instruction shall be irrevocable save with the consent of the Directors.

The new Ordinary Shares issued on the exercise of uncertificated Subscription Shares will be issued in uncertificated form within the CREST system, and CREST accounts of the holders of uncertificated Subscription Shares will be credited with the Ordinary Shares to be issued upon subscription within 14 days of the Subscription Date.

If you have any questions as to how to exercise your Subscription Rights, please contact Neville Registrars Limited on 0121 585 1131 or at [e-mail].

Subscription Shares held in certificated form (i.e. outside CREST)

Subscription Shareholders wishing to exercise their Subscription Share Rights are required to lodge their Subscription Share Certificate(s) should complete the Notice of Exercise of Subscription Share Rights available on the Company's website www.indiacapitalgrowth.com or from the registrars Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA on 0121 585 1131 or at [e-mail].

The completed Notice of Exercise together with the Subscription Share Certificate(s) must then be lodged at the offices of Neville Registrars Limited, Corporate Actions, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, on or before 5.00pm on 6 August 2016.  Each Subscription Share Certificate should be accompanied by a cheque remittance, payable to "Neville Registrars Limited Re India Capital Growth Fund Limited", for the aggregate Subscription Price for the Ordinary Shares in respect of which the Subscription Share Rights are being exercised.  Please note that third party cheques and banker's draft are not an acceptable form of remittance. Once lodged, a letter of Notice of Exercise of Subscription Share Rights shall be irrevocable, save with the consent of the Directors of the Company. 

If you have lost your Subscription Share Certificate(s) and you wish to exercise your Subscription Share Rights you should write to the Company's Registrars without delay giving notice of your intention to exercise your Subscription Share Rights with the appropriate payment stating that you have lost your Subscription Share Certificate(s).  You will be sent a Form of Indemnity for completion to cover the lost Subscription Share Certificate(s) together with details of any charges to be levied in respect of the administration of such an indemnity. 

Certificates for the Ordinary Shares allotted on the exercise of the Subscription Share Rights will be despatched within 28 days of the allotment date. 

If you have any questions as to how to exercise your subscription rights, please contact Neville Registrars Limited on 0121 585 1131 or at [e-mail].

The City Code on Takeovers & Mergers (the Takeovers Code)

In order to avoid any shareholder from holding in excess of 29.99% of the aggregate voting rights attached to the enlarged number of Ordinary Shares as a result of the exercise of Subscription Share Rights, applications to exercise the Subscription Share Rights will be accepted only to the extent that the applicant (together with any parties acting in concert) holds less than 30% of the enlarged number of Ordinary Shares, excluding any Ordinary Shares that would arise from the exercise of Subscription Share Rights for which no applications to exercise had been received.

General

Ordinary Shares allotted pursuant to the exercise of Subscription Share Rights will not rank for any dividends or other distributions declared, paid or made on the Ordinary Shares by reference to a record date prior to the relevant allotment date but, subject thereto, will rank in full for all dividends and other distributions declared, paid or made on the Ordinary Shares and otherwise will rank pari passu in all other respects with the Ordinary Shares in issue at the relevant allotment date. 

THE SUBSCRIPTION DATE OF 6 AUGUST 2016 IS YOUR ONLY OPPORTUNITY TO EXERCISE YOUR SUBSCRIPTION SHARE RIGHTS.

NOTE THAT THE PURPOSE OF THIS LETTER IS TO REMIND YOU OF YOUR SUBSCRIPTION SHARE RIGHTS.  IT IS NOT A RECOMMENDATION TO EXERCISE YOUR SUBSCRIPTION SHARE RIGHTS.  IF YOU ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS LETTER, OR THE ACTION YOU SHOULD TAKE, THEN YOU ARE ADVISED TO CONSULT YOUR STOCKBROKER, BANK MANAGER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

Yours sincerely

Fred Carr

Chairman

 

END

 

 

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