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
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