Further re Future of the Company

RNS Number : 4535E

Polar Cap Gbl Healthcare Growth&IT

08 May 2017

 

Polar Capital Global Healthcare Growth and Income Trust plc

8 May 2017

Further update re future of the Company

Further to its announcement of 15 March 2017, the Board of Directors of Polar Capital Global Healthcare Growth and Income Trust plc is pleased to announce further details of its proposals for the future of the Company.

Subject to the approval of shareholders and final regulatory approvals as required, it is proposed that:

·     the Company's existing investment mandate will be changed to a growth mandate.  The Company will expect to pay a dividend going forward, but at a lower level than hitherto. The initial rate of dividend following the implementation of the proposals is expected to be around 2 pence per ordinary share per annum (based on  a portfolio of £225 million);

·     the Company's name will be changed to Polar Capital Global Healthcare Trust plc;

·     an issue of new ordinary shares will be made by way of  an institutional placing, an offer for subscription and an open offer (entitling existing shareholders to one new ordinary share for every two ordinary shares held);

·     in order to provide structural gearing to the Company, an issue of zero dividend preference shares (ZDPs) will be carried out by a wholly owned subsidiary of the Company, on the basis that one ZDP with an initial capital entitlement of £1 will be issued for every £8 of net assets attributable to the ordinary shares immediately following the implementation of the proposals. The ZDPs will have a seven year life and the gross redemption yield will be 3 per cent. per annum; and

·     a tender offer will be made to all eligible shareholders enabling those who so wish to realise all or part of their investment in the Company at the prevailing net asset value per ordinary share less costs.

The price at which new ordinary shares will be issued and at which shares validly tendered will be repurchased will be prevailing net asset value per share (after providing for certain costs associated with the proposals estimated at 0.4 per cent. of the Company's net assets).  The new ordinary shares will in addition bear a placing fee payable by subscribers of 1.25 per cent.

As part of the proposals and with the approval of shareholders, the Company's Articles of Association will be amended so that the existing commitment to wind up the Company on or around 31 January 2018 will be deferred by seven years to 1 March 2025.

The proposals will also be conditional on the Company's net assets immediately following implementation being not less than £200 million (excluding any amount attributable to the ZDPs).

It is expected that a prospectus and shareholder circular setting out full details of the proposals and convening a shareholder meeting will be published shortly and that settlement of the share issues and tender offer will be in the week commencing 19 June.

For further information, please contact:

Polar Capital LLP

John Regnier-Wilson

Telephone: [phone]

Email: [e-mail]

Panmure Gordon

 Paul Fincham/Phil Hopkins

Telephone: [phone] 886 2718

Email: [e-mail]; [e-mail]

Important Information

This announcement may contain inside information.

This announcement is an advertisement and not a prospectus. It does not constitute or form part of, and should not be considered as, any offer for the sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in the Company or securities in any other entity, in any jurisdiction, including without limitation the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. The announcement does not constitute a recommendation regarding any securities.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and only on the basis of information in the prospectus proposed to be published by the Company in connection with the proposed issue of the new ordinary shares and the ZDPs, which may be different from the information contained in this announcement. Once published, a copy of the prospectus will be available for inspection, subject to applicable securities laws, from the Company's website.

The timetable for the implementation of the proposals may be influenced by a range of circumstances such as market conditions. There is no guarantee that the proposals will be implemented. Therefore, no investment decisions should be on the Company's intentions in relation to the proposals at this stage. Acquiring the shares to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments and should ensure they fully understand and accept the risks which will be set out in the prospectus when published. This announcement does not constitute a recommendation concerning the proposals. The value of shares and any income from them can decrease as well as increase. Past performance is not a guide to, and should not be relied upon as a guide to, future performance. Potential investors should consult a professional adviser as to the suitability of the proposals for the person concerned.

 

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