Publication of Prospectus

RNS Number : 0497G

Investment Company PLC

31 May 2013

 



The Investment Company plc

(the "Company")

Publication of Prospectus

Introduction

Further to the Company's announcement on 8 May 2013, the Company is today publishing a prospectus (the "Prospectus"), following approval of the UK Listing Authority, in respect of the Proposals referred to below, together with a Notice of Class Meeting and a Notice of General Meeting at which the approval of Preference and Ordinary Shareholders respectively for certain of the Proposals will be sought:

§   to appoint Miton Capital Partners Limited as investment manager to the Company;

§   to amend the Investment Policy;

§   to re-organise the Company's share capital so that there remains only one class of ordinary shares in issue and a new class of Fixed Rate Preference Shares which will be held by one of the Company's wholly-owned subsidiaries;

§   to amend the Articles of Association;

§   to implement a Placing Programme to enable the issue of up to 7,000,000 Ordinary Shares;

§   to raise up to £5 million through the issue of new Ordinary Shares pursuant to the Initial Placing as part of the Placing Programme; and

§   to apply to HMRC for investment trust status.

A copy of the Prospectus will be sent to Shareholders and submitted to the National Storage Mechanism.

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus to be published today.

The Placing Programme

The Directors intend to issue up to 7 million Ordinary Shares pursuant to the Placing Programme which comprises the Initial Placing (details of which are set out below) and the Subsequent Placings.  The Directors intend to apply the net proceeds of the Placing Programme in making investments in accordance with the Company's proposed investment objective and policy. The Placing Programme is not being underwritten.

The Placing Programme is being implemented to enable the Company to satisfy demand for its Ordinary Shares as well as to increase the size of the Company. Any issues of Ordinary Shares pursuant to the Subsequent Placings will be at a premium to the Net Asset Value per Ordinary Share in order to cover the costs of the Placing Programme and to ensure that there is no dilution of the Net Asset Value of the existing Ordinary Shares.  The maximum number of Ordinary Shares available under the Placing Programme is 7 million.

The Placing Programme will open at 8.00 a.m. on 31 May 2013 and will close at 8.00 a.m. on 30 May 2014.  The allotment of Placing Shares under the Placing Programme is at the discretion of the Directors. Allotments may take place at any time prior to 8.00 a.m. on 30 May 2014.

The Placing Shares will rank pari passu in all respects with the existing Ordinary Shares in issue at the date of the issue of the relevant Placing Shares, save in respect of any dividends declared but not paid prior to the date of such issue.

In the event that there are any significant changes affecting any of the matters described in the Prospectus or where any significant new matters have arisen after the publication of the Prospectus and prior to any Subsequent Admission, the Company will publish a supplementary prospectus. The supplementary prospectus will give details of the significant change(s) or the significant new matter(s).

The Placing Programme is conditional, inter alia, on (i) the Resolutions and the Preference Share Resolution being passed; (ii) the Placing Agreement becoming wholly unconditional (save as to any Subsequent Admission) and not having been terminated in accordance with its terms prior to the relevant date of any Subsequent Admission; and (iii) any Subsequent Admission of the relevant Placing Shares.

The Initial Placing

Under the Initial Placing, new Ordinary Shares are intended to be issued to investors to raise gross proceeds of up to £5 million. The net proceeds of the Initial Placing (assuming the Initial Placing is fully subscribed), after the payment of placing commission and other estimated fees and expenses of the Proposals of £0.4 million, are estimated at £4.6 million.

The Initial Placing Price will be the Pro Forma NAV per Ordinary Share as at the Calculation Date less 5 per cent. and will be notified by the Company, together with the total number of Ordinary Shares being issued, via a RIS announcement prior to First Admission.

The Initial Placing is conditional, inter alia, on: (i) the Resolutions and the Preference Share Resolution being passed; (ii) the Placing Agreement becoming wholly unconditional (save as to First Admission) and not having been terminated in accordance with its terms prior to First Admission; and (iii) First Admission of the Initial Placing Shares occurring not later than 8.00 a.m. on 31 July 2013 (or such later date, not being later than 30 September 2013, as the Company and Westhouse Securities may agree).

The Initial Placing is not being underwritten and will not proceed unless aggregate subscriptions are received which represent a minimum of £3 million (or such lesser amount as the Company and Westhouse Securities may agree).  The result of the Initial Placing will be announced as soon as reasonably practicable following the conclusion of the General Meeting.

The Initial Placing will close at 12.00 noon on Tuesday, 18 June 2013 (or such later date, not being later than 31 July 2013, as the Company and Westhouse Securities may agree) and the Initial Placing Shares will be issued on 27 June 2013.  If the Initial Placing is extended, the revised timetable will be notified via a RIS.

It is expected that First Admission of the Initial Placing Shares will become effective and that unconditional dealings in the Initial Placing Shares will commence on the London Stock Exchange at 8.00 a.m. (London time) on 27 June 2013.

The Initial Placing Shares will not be entitled to any dividend or distribution declared prior to 27 June 2013.

Expected timetable of principal events

	2013
Prospectus and Forms of Proxy posted	Friday 31 May
Placing Programme opens	Friday 31 May
Initial Placing closes	12.00 noon on Tuesday 18 June
Calculation Date	Close of business on Tuesday 18 June
Latest time and date for receipt of Forms of Proxy for the Class Meeting	11.00 a.m. on Thursday 20 June
Latest time and date for receipt of Forms of Proxy for the General Meeting	11.15 a.m. on Thursday 20 June
Announcement of the Pro Forma NAV per Ordinary Share as at the Calculation Date, the Preference Share Conversion Ratio, the Initial Placing Price and the results of the Initial Placing	Friday 21 June
Class Meeting of Preference Shareholders	11.00 a.m. on Monday 24 June
General Meeting of Ordinary Shareholders	11.15 a.m. on Monday 24 June
Record Date	6.00 p.m. on Wednesday 26 June
Conversion of Preference Shares effective	8.00 a.m. on Thursday 27 June
Re-designation of Non-Voting Ordinary Shares effective	8.00 a.m. on Thursday 27 June
First Admission and commencement of dealings in Initial Placing Shares and Conversion Shares	8.00 a.m. on Thursday 27 June
Expected date for crediting of Initial Placing Shares to CREST accounts in uncertificated form	Thursday 27 June
Expected date of despatch of definitive share certificates for Initial Placing Shares and Conversion Shares in certificated form	By no later than 8 July
	2014
Placing Programme closes and last date for new Placing Shares to be issued pursuant to the Placing Programme	Friday 30 May

All times and dates are indicative and may be subject to change.

For further information please contact:

Westhouse Securities Limited Alastair Moreton/Darren Vickers

020 7601 6118

 

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