Proposed Share Offer
Prodesse Investment Limited
20 September 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR
INTO, THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
This announcement is an advertisement and not a prospectus and investors should
not subscribe for or purchase any shares referred to in this announcement except
on the basis of information in the prospectus to be published by the Company in
due course in connection with the admission of new ordinary shares in the
capital of the Company which are the subject of the Offering to the Official
List of the Financial Services Authority and to trading on London Stock Exchange
plc's Domestic Market and the Official List of the Channel Islands Stock
Exchange, LBG (the 'Prospectus'). Copies of the Prospectus will be available
from the Company's registered office following publication.
Prodesse Investment Limited ('Prodesse' or the 'Company') announces a proposed
Offering of new ordinary shares to raise approximately £50 million
Prodesse Investment Limited (LSE: PRD) announces its intention to raise gross
proceeds of approximately £50 million through an issue (the 'Offering') of new
ordinary shares (the 'New Shares') in the Company to institutional investors.
Shares will be issued in pounds sterling, with the net proceeds converted to
dollars shortly after completion of the Offering. The offer price per New Share
and the number of New Shares to be issued will be announced and a Pricing
Statement published, following an institutional bookbuilding process, which is
expected to be completed on or around 3 October 2007. Unconditional dealings in
the New Shares are expected to commence on or around 9 October 2007.
Assuming the Offering raises £50 million, and based on the closing price of 455p
per share on 19 September 2007 (as derived from the daily official list of
London Stock Exchange plc) the number of New Shares that would be issued would
represent approximately 28 per cent. of the Company's enlarged ordinary share
capital immediately after admission of the New Shares to the Official List of
the Financial Services Authority and to trading on London Stock Exchange plc's
Domestic Market and the Official List of the Channel Islands Stock Exchange,
LBG. The Company will grant an over-allotment option to Merrill Lynch
International as stabilising manager to acquire additional New Shares
representing up to 15 per cent. of the Offering at the offer price. If the
over-allotment option is exercised, the New Shares issued in the Offering would
represent approximately 31 per cent. of Prodesse's enlarged ordinary share
capital.
Prodesse has declared an interim dividend today reflecting performance to date,
based upon management accounts and broadly in line with the Company's stated
payout policy, of US$0.16 per share payable on 15 November 2007 to holders on
the register on 28 September 2007. Subscribers in the Offering will not receive
this dividend and therefore existing shareholders of Prodesse will not suffer
any dilution in the dividend per share as a result of the Offering.
Prodesse will receive the net proceeds of the issue, which it intends to use to
undertake further investments in US Agency residential mortgage-backed
securities in accordance with its investment policy.
Merrill Lynch International has been appointed as sole global co-ordinator, sole
bookrunner and sponsor in respect of the Offering. Landsbanki Securities (UK)
Limited and Daniel Stewart & Company plc have been appointed as co-lead managers
in respect of the Offering.
Commenting on the Offering, John Hallam, Prodesse's Chairman, said:
'Although on the whole credit market conditions have been challenging, I am
pleased that the investment strategy of Prodesse - which avoids credit risk and
uses relatively low levels of gearing - has enabled us to continue our strong
performance in 2007. Our interim dividend, declared today, is unchanged from the
prior quarter, which equates to a current annualised dividend yield of 7.0%
(based on a USD/GBP spot exchange rate of 2.0008 and the closing share price on
19 September 2007) versus 2.97% for the FTSE All Share Index (as at 18 September
2007).
We believe that the present movement in rates which has given rise to a
steepening yield curve favours the strategy employed by Prodesse. This fund
raising will enable us to take further advantage of this environment.'
For further information please contact:
Financial Dynamics
Rob Bailhache / Nick Henderson, +44 (0) 20 7269 7200 / +44 (0) 20 7269 7114
Merrill Lynch International
Andrew Tusa / Arif Vohra, +44 (0) 20 7996 1000
Landsbanki Securities (UK) Limited
Ben Money-Coutts / Chris Madderson, +44 (0) 20 7426 9000
Daniel Stewart & Company plc
Chloe Ponsonby, +44 (0) 20 7776 6550
This announcement has been issued by Prodesse Investment Limited and is the sole
responsibility of Prodesse Investment Limited.
This announcement does not constitute or form part of any offer for sale or
subscription of, or any solicitation of any offer to purchase or subscribe for,
ordinary shares ('Ordinary Shares') in the capital of the Company in any
jurisdiction. The offer to subscribe for New Shares pursuant to the proposed
Offering will be made solely on the basis of information that will be contained
in a prospectus to be published in connection with the proposed Offering. The
prospectus will contain certain detailed information about the Company and its
management, as well as financial statements and other financial data. The price
and value of, and income from, shares may go down as well as up. This
announcement does not constitute a recommendation concerning the proposed
Offering. Persons needing advice should consult an independent financial adviser
who specializes in advising on the acquisition of shares and other securities.
Past performance is not a guide to future performance.
The Offering is only being made available in the UK and elsewhere outside the
US, to institutional investors and certain sophisticated investors in reliance
on Regulation S.
The distribution of this announcement and the prospectus and the offer of New
Shares in certain jurisdictions may be restricted by law and, therefore, persons
into whose possession this announcement and the prospectus comes should inform
themselves about, and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction. No action has been or will be taken in any jurisdiction other than
the United Kingdom, Ireland or Luxembourg, that would permit a public offering
of the New Shares or possession or distribution of this prospectus or any other
offering material in any country or jurisdiction where action for that purpose
is required. Accordingly, the New Shares may not be offered or sold, directly or
indirectly, and neither of this announcement or the prospectus nor any other
offering material or advertisement in connection with the New Shares may be
distributed or published in or from any country or jurisdiction except under
circumstances that will result in compliance with any and all applicable rules
and regulations of any such country or jurisdiction.
This announcement is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into the United States (including its
territories and possessions, any state of the United States and the District of
Columbia), Australia, Canada, South Africa or Japan. This announcement is not an
offer of securities for sale into the United States or in any jurisdiction in
which such an offer or solicitation is unlawful. Ordinary Shares have not been
and will not be registered under the US Securities Act of 1933 as amended (the
'Securities Act'), or under any relevant securities laws of any state or other
jurisdiction of the United States and may not be offered, directly or
indirectly, in the United States, absent registration or an applicable exemption
from the registration requirements of the Securities Act and in compliance with
state securities laws. There will be no public offer of Ordinary Shares in the
United States and there will be no offering of Ordinary Shares in or into
Australia, Canada, South Africa or Japan or in any country, territory or
possession where to do so may contravene local securities laws or regulations.
In relation to each member state of the European Economic Area that has
implemented Directive 2003/71/EC (the 'Prospectus Directive') (each, a 'Relevant
Member State'), with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the 'Relevant
Implementation Date'), an offer to the public of Ordinary Shares may not be made
to the public in that Relevant Member State prior to the publication of a
prospectus in relation to the shares that has been approved in that Relevant
Member State or has been approved in another Relevant Member State and notified
to the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that, with effect from and including the
Relevant Implementation Date, an offer of securities may be made to the public
in that Relevant Member State at any time under the following exemptions under
the Prospectus Directive, if they have been implemented in that Relevant Member
State:
(a) to any legal entity that is authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, whose corporate purpose
is solely to invest in securities; or
(b) to any legal entity that has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet of more than
€43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in
its last annual or consolidated accounts; or
(c) by the underwriters to fewer than 100 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive); or
(d) in any other circumstances that do not require the publication of a
prospectus pursuant to Article 3 of the Prospectus Directive.
This announcement includes statements that are, or may be deemed to be,
'forward-looking statements'. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance. The Company's actual
results of operations, financial condition, liquidity, dividend policy and the
development of the industries in which it operates may differ materially from
the impression created by the forward-looking statements contained in this
announcement. These forward-looking statements speak only as of the date of this
document. Subject to any continuing obligations under the Listing Rules or the
Disclosure Rules or other obligation the Company undertakes no obligation to
publicly update or review any forward-looking statement contained in this
document, whether as a result of new information, future developments or
otherwise.
No statement in this announcement is intended as a profit estimate or forecast.
In connection with the Offering, Merrill Lynch International, as stabilising
manager, or any of its agents, may (but will be under no obligation to), to the
extent permitted by applicable law, over-allot and effect other transactions
with a view to supporting the market price of the Ordinary Shares at a level
higher than that which might otherwise prevail in the open market. Merrill Lynch
International is not required to enter into such transactions and such
transactions may be effected on any stock market, over the-counter market or
otherwise. Such stabilising measures, if commenced, may be discontinued at any
time and may only be taken during the period beginning on the date of the
Pricing Statement and ending 30 days thereafter.
For the purposes of allowing Merrill Lynch International to cover short
positions resulting from any such over allotments and/or from sales of Ordinary
Shares effected by it during the stabilising period, the Company has granted it
an option (the 'Over Allotment Option') pursuant to which Merrill Lynch
International may require the Company to issue additional New Shares up to a
maximum of 15 per cent. of the total number of New Shares comprised in the
Offering at the offer price per New Share. The Over Allotment Option is
exercisable in whole or in part, upon notice by Merrill Lynch International, for
30 calendar days after the date of the Pricing Statement. Any New Shares issued
by the Company following exercise of the Over Allotment Option will be issued on
the same terms and conditions as the New Shares being issued in the Offering and
will form a single class for all purposes with the other Ordinary Shares in the
capital of the Company.
Merrill Lynch International, Landsbanki Securities (UK) Limited and Daniel
Stewart & Company plc are acting exclusively for the Company and no one else in
connection with the proposed Offering and will not regard any other person
(whether or not a recipient of this announcement) as their respective clients in
relation to the Offering and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients or
for providing advice in relation to the proposed Offering and/or any other
matter referred to in this announcement. Merrill Lynch International,
Landsbanki Securities (UK) Limited and Daniel Stewart & Company plc make no
representation as to the accuracy, completeness or verification of and take no
responsibility for the contents of this announcement, the prospectus, or any
other matters referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange