Statement re Placing
Finsbury Worldwide Pharm Tst PLC
19 November 2004
FINSBURY WORLDWIDE PHARMACEUTICAL TRUST PLC
ISSUE OF NEW SHARES WITH WARRANTS BY WAY OF A PLACING AND OFFER FOR SUBSCRIPTION
AND PROPOSALS FOR AN ISSUE OF WARRANTS AND CHANGES TO THE ARTICLES OF
ASSOCIATION IN RELATION TO THE CONTINUATION OF THE COMPANY
19 NOVEMBER 2004
Highlights
• The Directors today announce proposals for a Placing and Offer for
Subscription of new Ordinary Shares with Warrants.
• Commitments have been received under the Placing for a total
subscription value of £64 million.
• Further new Ordinary Shares with Warrants, with a subscription value of
up to £35 million, are being made available to existing Shareholders and
new investors through the Offer for Subscription.
• It is also proposed to issue new Warrants to existing Shareholders
without cost on the basis of one Warrant for every five existing Shares
held.
Chairman, Ian Ivory, commented:
• The Board is delighted with the significant support for the Issue from
both existing Shareholders and new investors.
• The Board believes that the Issue represents an attractive investment
opportunity for the long term investor seeking capital growth from the
biotechnology and pharmaceutical sectors.
Enquiries
Ian Ivory Tel. 01828 640383
Chairman, Finsbury Worldwide Pharmaceutical Trust PLC
Alastair Smith Tel: 020 7426 6240
Close Finsbury Asset Management Limited
Nathan Brown Tel: 020 7621 5572
Close Brothers Securities
Jo Stonier / Eleanor Clarke Tel: 020 7763 6976/6973
Quill Communications
Introduction
Finsbury Worldwide Pharmaceutical Trust PLC (the 'Company') announced on 11
October 2004 that the Directors were considering proposals for an issue of
additional Shares in the Company. The Directors today announce proposals for a
Placing and Offer for Subscription of new Ordinary Shares with Warrants to raise
up to £100 million, before expenses. The Directors are also proposing an issue
of Warrants without cost to Qualifying Shareholders and changes to the Articles
in relation to the continuation of the Company.
A prospectus is today being despatched to Shareholders in connection with the
Proposals. In order to proceed with the Proposals, it will be necessary for
Shareholders to pass the Resolutions to be proposed at the Extraordinary General
Meeting to be held on 13 December 2004.
Background
Finsbury Worldwide Pharmaceutical Trust PLC is an investment trust company
launched in April 1995 whose investment objective is to invest worldwide in
pharmaceutical and biotechnology companies with the aim of achieving a high
level of capital growth. The Company's Manager is Close Finsbury Asset
Management Limited and its Investment Adviser is OrbiMed Capital LLC.
The Company raised funds of £16 million at launch, and subsequently raised an
additional £38 million through an issue of further Shares in May 1996. As at 16
November 2004, the Company had Shareholders' funds of £176 million and total
assets of £216 million.
As at 16 November 2004, the Shares were trading at a 0.7 per cent. premium to
NAV per Share. The average discount on the Shares to NAV per Share over the
twelve months to that date was 2.9 per cent.
The Board is taking the opportunity provided by the prevailing favourable
outlook for pharmaceutical and biotechnology companies worldwide, the Company's
strong long term performance and the narrow discount to NAV per Share at which
the Shares are trading to expand the Company by making New Shares available to
both Qualifying Shareholders and investors into the Company through the Close
Finsbury ISA, PEP and Savings Scheme as well as to new investors by means of the
Placing and Offer for Subscription of New Shares with Warrants.
The Proposals
Placing and Offer for Subscription
The Company is seeking to raise up to £100 million, before expenses, through the
Placing and Offer for Subscription.
Close Brothers Securities has agreed to use its reasonable endeavours to obtain
subscribers for New Shares under the Placing. Commitments under the Placing,
which will be satisfied in full, have been received for a total subscription
value of £64 million.
Further New Shares with a subscription value of up to £35 million are being made
available to Shareholders, Plan Participants and new investors (other than
certain Overseas Investors) through the Offer for Subscription. In the event
that applications under the Offer for Subscription in excess of this amount are
received, subscriptions under the Offer for Subscription will be scaled back,
with Qualifying Shareholders and Plan Participants being allocated New Shares in
preference to new investors under the Offer for Subscription.
It is intended that the New Shares will be issued at a price which ensures that
the interests of existing Shareholders are not diluted. The Issue Price will be
determined on the Calculation Date as set out in the Prospectus and will be an
amount per New Share equal to the Net Asset Value per Share as at that date
adjusted so as to ensure that the undistributed revenue reserves of the Company
up to the Calculation Date are attributed to existing Shareholders and that the
costs of the Proposals are borne out of the proceeds of the Issue. Accordingly,
the price at which the New Shares will be issued will be at a small premium to
the Company's published Net Asset Value per Share as at the Calculation Date.
However, in order to comply with the Listing Rules, if the calculation of the
Issue Price would result in that price being less than 90 per cent. of the
closing middle market price of a Share on the Calculation Date, the Issue Price
will instead be 90 per cent. of that closing middle market price.
The New Shares will rank pari passu in all respects with the existing Shares.
Investors who subscribe for New Shares will be issued with one warrant to
subscribe for a further Ordinary Share in the Company for every five New Shares
for which they subscribe at no additional cost. Details of the terms of the
Warrants, to which existing Shareholders will also be entitled as described
under 'Issue of Warrants to Qualifying Shareholders' below, are set out below in
summary and fully in the Prospectus.
The Issue is not being underwritten.
Issue of Warrants to Qualifying Shareholders
In order that existing Shareholders also receive the benefit of the new
Warrants, it is proposed to issue without cost to Qualifying Shareholders new
Warrants on the basis of one Warrant for every five existing Shares held on the
Record Date. The Warrants will be exercisable on 31 July in each of the years
2005 to 2009 inclusive. The exercise price of a Warrant will be equal to 105 per
cent. of the Issue Price, rounded up to the nearest whole penny.
Qualifying Shareholders who are unable to retain, or decide against retaining,
their Warrants may elect to sell them via the Warrant Dealing Facility described
below.
Continuation of the Company
The Articles currently require the Board to propose a resolution at the Annual
General Meeting of the Company to be held in 2005 that the Company should
continue in existence as an investment trust for a further five year period. In
order to provide a reasonable investment horizon for those considering investing
in the Company under the Issue, a special resolution will be proposed at the
Extraordinary General Meeting to adopt new Articles in substitution for the
existing Articles to provide that continuation resolutions will be proposed at
the Annual General Meeting of the Company to be held in 2009 and every five
years thereafter. If this resolution is passed, no continuation resolution will
be proposed at the Annual General Meeting of the Company held in 2005.
Authority to Allot and Disapplication of Pre-emption Rights
The Company proposes by means of a special resolution to be proposed at the EGM
to seek authority under section 80 of the Companies Act to allot:
• in respect of the Placing and Offer for Subscription, Shares with an
aggregate nominal amount of up to £8,750,000;
• in respect of Warrants to be issued with New Shares under the Placing
and Offer for Subscription, Warrants to subscribe for Shares with an
aggregate nominal amount of up to £1,750,000; and
• in respect of Warrants to be issued to each Qualifying Shareholder,
Warrants to subscribe for Shares with an aggregate nominal amount of up to
£1,964,500.
The aggregate allotment authority sought is therefore for Shares with an
aggregate nominal amount of up to £12,464,500, which represents 126.9 per cent.
of the Company's ordinary share capital in issue as at 16 November 2004.
Any unutilised part of this authority will lapse on 31 January 2005.
By means of a special resolution, the Company also seeks to disapply statutory
pre-emption rights otherwise applicable to the New Shares and Warrants intended
to be issued under the Placing and Offer for Subscription. The number of New
Shares (excluding Shares to be issued on the exercise of Warrants) and Warrants
to which this disapplication will apply is 35,000,000 and 14,858,000
respectively. The aggregate maximum number of New Shares (including Shares to be
issued on the exercise of Warrants) is 49,858,000 and represents 126.9 per cent.
of the ordinary share capital of the Company in issue at 16 November 2004. This
disapplication will also lapse in respect of any unutilised part of the section
80 authority referred to above on 31 January 2005.
Authority to Repurchase Shares
The Company also proposes to update the authority to make repurchases of the
Company's Shares which was granted at the Annual General Meeting of the Company
on 5 August 2004. By means of a special resolution, the Company seeks
Shareholder approval for repurchases of up to 11,136,000 Shares, or, if less,
such number of Shares as represents approximately 14.99 per cent. of the
Company's issued ordinary share capital (excluding Treasury Shares) immediately
following completion of the Placing and Offer for Subscription. Any repurchase
made pursuant to the authority will be made at a price that is not less than 25p
per Share (being the par value of each Share) and not more than 105 per cent. of
the middle market price per Share for the five business days preceding the day
of purchase. The authority being sought will last until the date of the next
Annual General Meeting or, if less, a period of 18 months. The authority will be
utilised, at the absolute discretion of the Board, as described under 'Discount
Management Policy' below.
Benefits of the Proposals
The Directors believe that the Proposals have the following principal benefits:
• Shareholders and new investors will be able to acquire Shares in the
Company free from any constraints of market liquidity;
• the market capitalisation of the Company will increase significantly
following the Issue and it is expected that the liquidity of the Shares
will be enhanced through a wider shareholder base;
• the Issue will increase the size of the Company and enable it to spread
its fixed operating expenses over a larger number of Shares; and
• the issue of Warrants to Qualifying Shareholders represents a
potentially attractive option to subscribe in the future for further Shares
and, given the terms of the Warrants and the Company's strong historical
performance, the Warrants are expected to have a financial value on issue.
It should be noted, however, that the potentially volatile nature of the
asset class in which the Company invests will have an impact both on the
market price of the Warrants and ultimately their intrinsic value, if any,
at their exercise date.
The Proposals are conditional on the Placing and Offer Agreement becoming
unconditional, Admission of the New Shares and the passing of certain of the
Resolutions.
In conjunction with the Proposals, the Company also intends to implement the
following:
Warrant Dealing Facility
The Company has arranged a dealing facility through Close Brothers Securities to
provide those Qualifying Shareholders and Plan Participants who are unable to,
or decide against, retaining their Warrants with the ability to sell them as
soon as practicable following the Issue. The detailed terms of this facility are
set out on the Warrant Dealing Form, which is being despatched to Qualifying
Shareholders with the Prospectus. Close Brothers Securities will use its
reasonable endeavours to purchase any Warrants which Shareholders elect to sell
via this facility. It should be noted that there is no certainty as to the price
that will be achieved for Shareholders electing to sell their Warrants via this
facility but it is intended that they will be purchased at a price which broadly
reflects the prevailing bid price of the Warrants in the market. Shareholders
should note than Close Brothers Securities is not acting for them in respect of
the Warrant Dealing Facility and will not regard them as its customer or be
responsible to them for providing the protections offered to customers of Close
Brothers Securities or for providing advice in relation to the Warrant Dealing
Facility. If Shareholders are in any doubt as to the action they should take,
they should consult an independent financial adviser authorised under FSMA.
Shareholders will not be entitled to any proceeds from the disposal of their
Warrants if the proceeds in respect of their holding are under £3.00. Such
proceeds will be retained for the benefit of the Company.
Shareholders should note that the Warrant Dealing Facility may not be used to
sell part only of their Warrants. The Warrant Dealing Facility will not be
available to new investors receiving Warrants pursuant to the Proposals. The
Warrant Dealing Facility will not be available to and Warrant Dealing Forms are
not being sent to Shareholders outside the UK.
Discount Management Policy
The Directors intend to introduce an active discount management policy through
the use of share buybacks with a view to limiting the discount to NAV per Share
at which the Shares trade. While the making and timing of any share buybacks
will remain at the absolute discretion of the Board, it is intended that the
Company will purchase in the market Shares available at a discount to the Fully
Diluted NAV per Share of 6 per cent. or more.
Review of Management, Investment Advisory and Secretarial Arrangements
The Board has taken this opportunity to agree with the Manager and the
Investment Adviser certain changes to the terms under which the Company
currently contracts with the Manager and the Investment Adviser. With effect
from 1 April 2005:
• The aggregate fees payable to the Manager and the Investment Adviser
which are currently paid at a rate of 1 per cent. per annum of the gross
asset value of the Company will be paid at the rate of 1 per cent. per
annum of the Company's Net Asset Value.
• Performance fees equal to 20 per cent. of the outperformance of the
Company's net assets in each quarter over the Company's benchmark, the
Datastream World Pharmaceutical Index, are currently payable to the Manager
and the Investment Adviser. From 1 April 2005, the figure of 20 per cent.
will be reduced to 16.5 per cent. of such outperformance.
• The fee payable to the Manager for providing administrative, secretarial
and other services will be raised from £50,000 to £150,000 per annum.
Following 1 April 2005, this fee will be subject to annual review.
In addition, the notice period for termination of both the Investment Advisory
Agreement and the Management Agreement has been reduced from 24 months to 12
months expiring on or after 30 November 2006.
Costs and Expenses
The costs of the Issue will be borne out of the proceeds of the Issue and,
accordingly, will effectively be borne by those subscribing for New Shares.
Assuming the Issue is fully subscribed, the total costs of the Issue (including
any commissions) are expected to represent approximately 1.5 per cent. of the
gross proceeds of the Issue.
Overseas Shareholders
Shareholders who have registered addresses outside the UK, or who are citizens
or residents of countries other than the UK, are being sent the Prospectus and
the accompanying documents in connection with their entitlement to attend and
vote at the EGM. However, no such person may treat the Prospectus or any
Application Form received as constituting an offer or invitation to acquire New
Shares or Warrants unless, in the relevant territory, such an offer or
invitation can be made lawfully to that person. Further information regarding
Overseas Shareholders is set out in the Prospectus.
Expected Timetable
2004
Latest time and date for receipt of applications
under the Offer and for receipt of Warrant
Dealing Form. 3 p.m. on 9 December
Record Date for entitlement to bonus issue of
Warrants to Qualifying Shareholders. 5 p.m. on 9 December
Issue Price calculated. As at 11p.m. on 9 December
Latest time and date for receipt of Forms of Proxy. 9.30 a.m. on 11 December
Extraordinary General Meeting. 9.30 a.m. on 13 December
Issue Price and basis of allocation of New Shares
announced. 13 December
New Shares and Warrants issued; Admission and
dealings commence in respect of New Shares and
Warrants; and CREST accounts credited in respect
of New Shares and Warrants issued in
uncertificated form. 8 a.m. on 17 December
Sale of Warrants pursuant to the Warrant
Dealing Facility. 17 December
Certificates despatched for New Shares
and Warrants issued in certificated form; and
cheques despatched in respect of Warrants sold
under the Warrant Dealing Facility. Week commencing 20 December
Notes
Terms used in this announcement shall, unless the context otherwise requires,
bear the meanings given to them in the Prospectus.
Close Brothers Securities, a division of Winterflood Securities Limited which is
authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting for Finsbury Worldwide Pharmaceutical Trust plc in relation
to the Proposals and for no other person and will not be responsible to any
other person other than the Company for providing the protections offered to
customers of Close Brothers Securities or for providing advice in relation to
the Proposals.
This information is provided by RNS
The company news service from the London Stock Exchange