Circular RE: Final Exercise of Subscription Shares

RNS Number : 1235W

Polar Cap Gbl Healthcare Growth&IT

20 December 2013

 



POLAR CAPITAL GLOBAL HEALTHCARE GROWTH AND INCOME TRUST PLC ("the Company")

CIRCULAR RE FINAL EXERCISE OF SUBSCRIPTION SHARES

20 December 2013

The Company has today sent to registered holders of Subscription Shares a circular ("Circular") reminding them that they have the right (but not the obligation) to subscribe in cash for Ordinary Shares on 31 January 2014 at a subscription price of 100 pence per share. 

To the extent that holders do not exercise their Subscription Rights on the Subscription Date, they will have no further opportunity to do so. Holders' right to exercise their Subscription Rights will lapse after 5:00 pm on 30 January 2014 (being the Business Day immediately preceding the Subscription Date of 31 January 2014).

The mid-market closing prices of the Ordinary Shares and Subscription Shares as at the close of business on 13 December 2013), and on the first dealing day of each of the last twelve months are set out below:

	Ordinary Share price (in pence, Sterling)	Subscription Share price (in pence, Sterling)
13 December 2013 2 December 2013	138.50 141.50	37.88 41.25
1 November 2013	145.62	42.00
1 October 2013	143.50	40.38
2 September 2013	142.50	39.00
1 August 2013	154.00	47.50
1 July 2013	147.00	37.25
3 June 2013	146.00	42.25
1 May 2013	152.25	42.50
2 April 2013	143.25	37.00
1 March 2013	132.00	30.25
1 February 2013	134.00	28.00
2 January 2013	124.00	18.25

The most recently published unaudited NAV per Ordinary Share as at 12 December 2013 (announced to the London Stock Exchange on 13 December 2013 (the latest practicable date prior to the printing of this notice)) and the audited NAV per Ordinary Share as at 30 September 2013 was:

	12 December 2013	30 September 2013
Basic (undiluted)	151.38 pence	148.54 pence
Diluted*	143.92 pence	141.50 pence

*Assuming full conversion of Subscription Shares into new Ordinary Shares.

Subscription Shareholders who exercise their Subscription Rights on 31 January 2014 will be required to pay a fixed price of 100 pence per share to acquire Ordinary Shares (without incurring dealing costs or stamp duty as would typically be the case where Ordinary Shares are bought in the market). The mid-market closing price at 13 December 2013 (the last practical date before the printing of this document) per Ordinary Share was 138.50 pence which compares with the unaudited NAV per Ordinary Share at 12 December 2013 (the latest practicable date prior to the printing of this notice), on a fully diluted basis*, of 143.92 pence. It follows that the exercise price of 100 pence represents a discount of 27.8 per cent. to the mid-market  closing price at 13 December 2013 and a discount of 30.5 per cent. to the most recently published NAV per Ordinary Share.

The Ordinary Shares resulting from the exercise of the Subscription Rights will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the Subscription Date). The Company intends to pay dividends in February, May, August and November in each year. Based on the Company's usual timetable for the declaration of dividends, Ordinary Shares issued upon exercise of Subscription Rights at 31 January 2014 will therefore qualify for the February dividend and any subsequent dividend declared following their issue. For information only, aggregate dividends paid in respect of the two financial years ended 30 September 2013 and the 15 months ended 30 September 2011 were 3.35p, 3.22p and 3.46p respectively.

The Company will request that the UK Listing Authority suspend the listing of the Subscription Shares from 7.30am on 3 February 2014, following the passing of the Subscription Date, with the listing to be cancelled in due course.

The terms and conditions of the Subscription Shares allow for them to be held in certificated form, in which case they are evidenced by a Subscription Share certificate, or in uncertificated form (i.e. in CREST), in accordance with the Uncertificated Securities Regulations, 2001. Accordingly, the procedure for exercising Subscription Rights depends on whether Subscription Shares are held in certificated form or uncertificated form. The procedures for each, and for Subscription Shareholders who choose not to exercise their Subscription Rights, are set out below:

Holders of Subscription Shares in certificated form who wish to exercise their subscription rights

Holders who wish to exercise their Subscription Rights in whole or in part should complete the Notice of Exercise of Subscription Rights on the reverse of the Subscription Share certificate and send it, together with the remittance for the relevant aggregate subscription price, to the Company's registrar, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA ("Registrar"), so as to arrive at any time on or after 1 January 2014 but no later than 5.00 p.m. on 30 January 2014.

Payment must be made by cheque or bankers' draft in sterling drawn on a branch in the United Kingdom of a bank or building society and bear a UK bank sort code number in the top right hand corner. Cheques, which must be drawn on a personal account of the individual investor where they have sole or joint title to the funds, should be made payable to "Equiniti Limited re Polar Capital Global Healthcare Growth and Income Trust plc" and crossed "Not Negotiable, Account Payee". Third party cheques may not be accepted, with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the building society/bankers' draft to such effect. The account name should be the same as that shown on the application. Once lodged, the Notice of Exercise of subscription rights cannot be withdrawn without the consent of the Directors. No receipts will be issued for Subscription Share certificates lodged with the Registrar.

Under the Money Laundering Regulations 2007, the Registrar may be required to check the identity of person(s) who convert in excess of the Sterling equivalent of Euro 15,000 of Ordinary Shares. The Registrar may therefore undertake electronic searches for the purposes of verifying personal identity. To do so the Registrar may verify the details against the Subscription Shareholder's identity, but also may request further proof of identity. The Registrar reserves the right to withhold any entitlement (including any refund cheque) until such verification of identity is completed to its satisfaction.

If a holder wishes the Ordinary Shares to be registered in a name different from that in which the Subscription Shares are registered, the holder should complete a Form of Nomination which is available from the Registrar.

If a holder's Subscription Share certificate(s) has/have been lost, destroyed or defaced you should, without delay, notify the Registrar, at the above address, who will issue a form of indemnity for completion. When completed, the form of indemnity must be lodged with the Registrar in the same manner as lodging a Notice of Exercise of Subscription Rights, as explained above.

The Ordinary Shares arising on the exercise of Subscription Rights will be allotted within 14 days of the Subscription Date (and with effect from the Subscription Date). The share certificates for the Ordinary Shares will be issued and despatched (at the risk of the person entitled thereto) not later than 28 days after the Subscription Date to the person in whose name the Subscription Shares are registered at the date of such exercise (and if more than one to the first named, which shall be sufficient despatch for all) or to such other persons (not being more than 4 in number) as may be named in the Form of Nomination together, if appropriate, with a fresh Subscription Share certificate in the name of the registered holder for any balance of his/her Subscription Rights remaining exercisable. Pending the issue of share certificates, transfer of Ordinary Shares will be certified against the register of members.

Holders of Subscription Shares who wish to exercise their Subscription Rights conferred by Subscription Shares held in uncertificated form (ie through CREST)

Uncertificated Subscription Shareholders wishing to exercise their Subscription Rights should give an Unmatched Stock Event instruction ("USE") no later than 11.00am on 30 January 2014. The USE, on its settlement, will have the effect of crediting a stock account of the Registrar, under the participant ID and member account OD specified below, with the number of Subscription Shares to be exercised (an "Uncertificated Subscription Notice"). The holder must ensure that the relevant aggregate Subscription Price payable on exercise of the Subscription Rights is paid at any time on or after 1 January 2014 but no later than 11.00am on 30 January 2014 by means of an assured payment obligation in favour of the Registrar in accordance with the CREST assured payment arrangements.

For an uncertificated Subscription Notice to be valid, the USE instruction must settle on or before 11.00am on 30 January 2014, must comply with the requirements as to authentification and contents and must, in addition to the other information required for settlement in CREST, include the following details:

·      The number of Subscription Shares in respect of which Subscription Rights are being exercised

·      The participant ID of the holder of the Subscription Shares

·      The member account ID of the holder of the Subscription Shares from which the Subscription Shares are to be debited

·      The corporate action number (to be confirmed with Euroclear UK & Ireland before subscribing)

·      The intended settlement date (on or before 11.00am on 30 January 2014)

·      The subscription Share ISIN: GB00B68VXC96

·      The participant ID of the Registrar: 5RA96

·      The member account ID of the Registrar: RA153201

The Ordinary Shares arising on the exercise of Subscription Rights will be issued in uncertificated form. The Registrar will, within 14 days of the Subscription Date, instruct Euroclear UK & Ireland to credit the holder's appropriate stock account (being a stock account under the participant ID and member account ID specified in your Uncertificated Subscription Notice) with the Ordinary Shares issued to you. Subscription Shareholders should note that Euroclear UK & Ireland does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with the instruction and its settlement. It is the responsibility of each Subscription Shareholder to ensure that all necessary action is taken to settle on or before 11.00am on 30 January 2014. In this connection, CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the Crest Manual concerning practical implications of the CREST system and timings.

Ordinary Shares issued pursuant to the exercise of Subscription Rights will be allotted within 14 days of the Subscription Date and with effect from that date (and not the date of the Uncertificated Subscription Notice). The Company shall procure that the Ordinary Shares can be credited in uncertificated form to the relevant account within CREST of the person(s) in whose name(s) the Subscription Shares have been exercised were registered, as at the date of such exercise or to such other person(s) (not being more than four in number) as may be named in an alternative properly authenticated dematerialised instruction.   

Holders of Subscription Shares who choose not to exercise their Subscription Rights

Holders of Subscription Shares who do not wish to exercise their Subscription Rights need take no action, in which case the Subscription Rights will lapse. If there are such unexercised Subscription Rights, the Company will appoint a trustee (the "Subscription Trustee") who, provided that in such trustee's opinion the net proceeds of sale after deduction of all costs and expenses incurred by such trustee will exceed the costs of exercising the Subscription Rights, shall within the period of 14 days following the Subscription Date (by 14 February 2014), exercise all the Subscription Rights which shall not have been exercised on the terms on which the same could have been exercised on the Subscription Date and sell in the market the Ordinary Shares resulting from such exercise.

The Subscription Trustee shall distribute pro rata the proceeds of any such sale, less the costs of exercising the Subscription Rights and any costs and expenses, to the persons entitled thereto at the risk of such persons within 56 days of the Subscription Date, provided that entitlements of under £5.00 shall be retained for the benefit of the Company.

General

Following the exercise of the Subscription Rights the relevant Subscription Shares will be cancelled and cannot be sold in the market.

Application will be made to the UKLA for all the Ordinary Shares issued pursuant to the exercise of the Subscription Rights to be admitted to the premium segment of the UKLA's official list. Application will also be made to the London Stock Exchange plc for those Ordinary Shares to be admitted to trading on the London Stock Exchange plc's main market for listed securities. The Company will use all reasonable endeavours to obtain such admission not later than 28 days after the Subscription Date.

Further details, including the terms of the Subscription Shares, can be found in the prospectus published by the Company on 26 May 2010 and available on the Company's website www.polarcapitalhealthcaretrust.com. The Circular is also available at the National Storage Mechanism at www.morningstar.co.uk/uk/NSM. Capitalised terms used in this announcement have, save where the context otherwise requires, the meanings set out in the Circular.

Should you have any questions in relation to the procedure for exercising Subscription Rights, please contact the Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom or call the Telephone helpline: 0871 384 2260. The helpline is open between 8.30am to 5.30pm, Monday to Friday. (Calls to this number are charged at 8p per minute (excluding VAT) plus network extras.) Callers from outside of the United Kingdom should use [phone], these calls will be charged at the applicable rate.

This announcement is to remind Subscription Shareholders of their Subscription Rights. It is not intended in any way to convey a recommendation by the Directors as to whether or not holders should exercise that right. In this respect, if holders require advice, they should contact an independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000.

For further information, please contact:

N P Taylor

Company Secretary

Polar Capital Global Healthcare Growth and Income Trust plc

Telephone number 020 7227 2700

 

END

 

 

CIRTMBJTMBBTBPJ