Publication of Shareholder Circular

PCGH ZDP PLC

29 May 2024

 

PCGH ZDP PLC (the "Company")

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT INFORMATION" AT THE END OF THIS ANNOUNCEMENT.

LEI: 5493004C3YRF9HEVQI09

29 May 2024

Publication of circular in connection with the recommended proposals for the voluntary winding-up of PCGH ZDP PLC (the "Company")

Introduction and Background

The Board of Directors announces that it has today published a shareholder circular (the "Circular") setting out the proposals for the voluntary winding up of the Company.

The Company is a wholly owned subsidiary of Polar Capital Global Healthcare Trust plc ("PCGH") and was created as part of PCGH's restructure in 2017 for the sole purpose of issuing ZDP Shares and providing a loan of the proceeds of that share issue to PCGH.  PCGH gave the Undertaking to repay that Loan and to subscribe for further Ordinary Shares so as to provide the Company with sufficient funds to repay the Final Capital Entitlement (as defined below) of the ZDP Shareholders.

The Company was incorporated with a limited life of seven years and, in accordance with the Articles of Association, the Board is required to convene a general meeting of the Company on 19 June 2024 (the "ZDP Repayment Date") for the purposes of proposing a resolution to wind up the Company. Each ZDP Shareholder is entitled to 122.99 pence per ZDP Share as at the ZDP Repayment Date, which is equivalent to a redemption yield of 3.0 per cent. per annum. (compounded annually) on the initial placing price of 100 pence per ZDP Share (the "Final Capital Entitlement"). Payment of the Final Capital Entitlement will be made on 20 June 2024.

In accordance with the above, the purpose of the Circular is to:

(a)     convene a General Meeting seeking the approval of the Ordinary Shareholder to place the Company into members' voluntary winding up and appoint the Liquidators (the "Resolution"); and

(b)     provide details to ZDP Shareholders regarding the payment of the Final Capital Entitlement,

together, the "Proposals".

PCGH is the sole holder of the Ordinary Shares and, in accordance with the terms of the Undertaking, is required to vote them at the General Meeting in favour of the Resolution. ZDP Shareholders have no right to attend or vote at the General Meeting.

Further details of the Proposals and the relevant Resolution which will be approved by PCGH, as the Ordinary Shareholder, at the General Meeting are set out below.

Winding up of the Company and appointment of Liquidators

Subject to approval of the Resolution at the General Meeting, it is proposed that Gareth Rutt Morris and Jonathan Dunn of FRP Advisory Trading Limited, Kings Orchard, 1 Queen Street, Bristol BS2 0HQ, be appointed as joint liquidators of the Company and their remuneration shall be determined in accordance with the letter of engagement between the Liquidators and the Company. The winding up of the Company will be a voluntary winding up pursuant to section 84(1)(b) of the Insolvency Act 1986 in which it is intended that all creditors of the Company will be paid in full.

The appointment of the Liquidators will become effective immediately upon the passing of the Resolution at the General Meeting. At this point, the powers of the Board will cease, and the Liquidators will assume responsibility for the affairs of the Company until it is wound up.

Settlement of Final Capital Entitlement

The record date for a ZDP Shareholder to be entitled to the Final Capital Entitlement is 6.00 p.m. on 13 June 2024.

It is expected that an amount equal to the Final Capital Entitlement payable in relation to the ZDP Shares held in uncertificated form will be paid through CREST on 20 June 2024 by the creation of a payment obligation in favour of each relevant ZDP Shareholder's payment bank in accordance with the CREST payment arrangements. It is expected that a cheque drawn on a branch of a UK clearing bank for an amount equal to the Final Capital Entitlement payable to all of the other ZDP Shareholders will be sent by first class mail, on 20 June 2024, to the last postal address for those ZDP Shareholders recorded in the Company's register of members. No fraction of a penny will be paid in respect of the aggregate Final Capital Entitlement of any ZDP Shareholder. Any such fractions will be rounded down to the nearest penny and retained by the Company.

After payment of the Final Capital Entitlement, any existing credit of ZDP Shares in any stock account in CREST will be redundant and any existing certificates in respect of ZDP Shares will cease to be of value.

The Board of PCGH has confirmed to the Company that PCGH has sufficient cash available to it to provide the Company with the funds required to pay the Final Capital Entitlement to all ZDP Shareholders on the ZDP Repayment Date and that it will do so in accordance with the terms of the Loan Agreement and the Undertaking, and the Company is satisfied with those confirmations.

Suspension and cancellation of listing and trading of the ZDP Shares

Application will be made to the London Stock Exchange to suspend trading of the ZDP Shares on the Main Market of the London Stock Exchange with effect from 7:30 a.m. on 14 June 2024.

Application will be made to the FCA to suspend the listing of the ZDP Shares on the standard segment of the Official List with effect from 8:00 a.m. on 19 June 2024.

Following the passing of the Resolution, the Company will apply to the FCA to cancel the listing of the ZDP Shares on the standard segment of the Official List and to the London Stock Exchange to cancel trading of the ZDP Shares on the Main Market, with the cancellations expected to take effect at 8.00 a.m. on 20 June 2024.

General Meeting

The Resolution to be put to the General Meeting is a special resolution to approve the voluntary winding up of the Company, appoint the Liquidators, agree the basis of their remuneration and instruct the Company Secretary to hold the Company's books to the Liquidators' order. A special resolution requires at least 75 per cent. of the votes cast to be in favour in order for the resolution to be passed. The Notice of General Meeting, set out in Part III of the Circular, contains the full text of the Resolution.

In accordance with the terms of the Undertaking, PCGH (as the sole holder of the Company's Ordinary Shares) is required to vote in favour of the Resolution. ZDP Shareholders have no right to attend or vote on the Resolution at the General Meeting.

Effect of the Proposals

If the Resolution is approved at the General Meeting, this will result in the Company being placed into members' voluntary winding up on the ZDP Repayment Date. All ZDP Shareholders will thereafter receive the Final Capital Entitlement in respect of their ZDP Shares on the date of payment as above.

Expected timetable

The anticipated dates and sequence of events relating to the implementation of the Proposals are set out below.

Date of the Circular	29 May 2024
ZDP Shares disabled in CREST	6.00 p.m. on 13 June 2024
Record date for Final Capital Entitlement	6.00 p.m. on 13 June 2024
Suspension of trading in ZDP Shares	7.30 a.m. on 14 June 2024
Record date for participation and voting at the General Meeting	6.30 p.m. on 17 June 2024
Suspension of listing of the ZDP Shares	8.00 a.m. on 19 June 2024
General Meeting	9.30 a.m. on 19 June 2024
Liquidation of the Company commences and Liquidators appointed	19 June 2024
CREST accounts for ZDP Shares held in uncertificated form credited with the Final Capital Entitlement	20 June 2024
Cheques for Final Capital Entitlement despatched to ZDP Shareholders holding ZDP Shares in certificated form	20 June 2024
Cancellation of listing and trading of the ZDP Shares	8.00 a.m. on 20 June 2024

Each of the times and dates in the expected timetable of events may be extended or brought forward without notice. If any of the above times and/or dates change materially, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through an RIS provider. All references are to London time unless otherwise stated.

Defined terms used in this announcement have the meanings ascribed to them in the Circular unless the context otherwise requires.

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on PCGH's website at https://www.polarcapitalglobalhealthcaretrust.co.uk/.

For further information please contact:	Lisa Arnold - Chair Polar Capital Global Healthcare Trust PLC and PCGH ZDP PLC	Tel. [phone]
	Iain Evans Polar Capital Head of Global Distribution	Tel. [phone]
	Tracey Lago Company Secretary	Tel. [phone]

Important information

If you are in any doubt as to the contents of this announcement or the action you should take, you should seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are in a territory outside the UK, from an appropriately authorised independent financial adviser.

This announcement may not be taken or transmitted into or distributed in any of following territories: the United States, Australia, Canada, South Africa, Japan or any other jurisdiction where such release, publication or distribution may result in the contravention of any registration or other legal requirement of such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer to sell or issue, or any solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities by any US Persons (as defined below) or in the United States or any jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. The information contained in this announcement is for background purposes only and does not purport to be full or complete and may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as any offer to sell or issue, or any solicitation of an offer to purchase, subscribe for or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No representation or warranty, express or implied, is given by the directors of the Company or any other person as to the accuracy of information or opinions contained in this announcement and no responsibility is accepted for any such information or opinions. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed by any person for any purposes whatsoever on this announcement, or its accuracy, fairness or completeness.

The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "US Investment Company Act"). The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, into or within the United States, or to or for the account or benefit of U.S. persons as defined in Regulation S under the US Securities Act ("US Persons") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the US Investment Company Act.

 

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