Result of Tender offer
STRATEGIC EQUITY CAPITAL PLC (the "Company")
Result of Tender Offer, Tender Price and Total Voting Rights
12 November 2013
Background
On 3 October 2013, the Company published a circular to Shareholders
(the "Circular") detailing the terms and conditions of the tender offer for up to
4 per cent. (being up to 2,481,587 Shares) of its issued share capital (excluding
Shares held in treasury) (the "Tender Offer").
Results of the Tender Offer and Tender Price
The latest time for acceptance of the Tender Offer was 3.00 p.m. on Friday,
8 November 2013. 7,237,451 Shares were validly tendered of which 642,020 Shares
were in respect of Basic Entitlements and 6,595,411 Shares were in respect of
Excess Tenders. As a result, all valid tenders will be satisfied in full up to
the Basic Entitlement and, following application of the scale-back mechanism
(as set out in the Circular), tenders in excess of the Basic Entitlement will
be satisfied to the extent of 27.8916 per cent. of the excess Shares tendered
(each such satisfied entitlement being rounded down to the nearest whole number
of Shares). Accordingly, 2,481,571 Shares, representing 4 per cent. of the
Company's current issued share capital, will be purchased at the Tender Price.
The Tender Price is 137.90p per Share, being a price equal to the NAV per Share
(including undistributed current period income and, for the avoidance of doubt,
dividends declared but not yet paid shall be deemed to be undistributed and
deducting, inter alia, the estimated costs of the Tender Offer as well as the
1.50p final dividend for the financial year ending 30 June 2013, payable on
15 November to holders on the register as at 18 October 2013) as at close of
business on 8 November 2013, less a 10 per cent. discount (calculated in
accordance with paragraph 4, Part 3 of the Circular).
As set out in the Circular, the Shares in respect of which tenders have been
accepted will be purchased by Canaccord Genuity Limited ("Canaccord Genuity")
pursuant to the Tender Offer and the Company will buy-back such Shares from
Canaccord Genuity for cancellation.
Expected Timetable for Settlement
The expected timetable for settlement of the Tender Offer consideration is as
follows:
2013
Payments through CREST made in respect Thursday, 14 November
of Shares held in uncertificated form
successfully tendered
CREST accounts settled in respect of Thursday, 14 November
unsold tendered Shares held in
uncertificated form
Cheques despatched in respect of Shares Friday, 15 November
held in certificated form successfully
tendered
Balancing certificates despatched in Friday, 15 November
respect of unsold tendered Shares held
in certificated form
Total Voting Rights
With effect from 14 November 2013, the Company's issued share capital will
consist of 59,558,111 Shares (being ordinary shares of 10p each in the capital
of the Company), carrying one vote per share. No Shares will be held in
treasury.
Shareholders should use the figure of 59,558,111 as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure and Transparency Rules.
Capitalised terms and expressions shall have the same meanings as those
attributed to them in the Circular.
Enquiries:
Capita (Company Secretary)
Jonathan Carslake 01392 477506
SVG Investment Managers Limited
Adam Steiner 020 7010 8900
Canaccord Genuity Limited 020 7523 8000
Andrew Zychowski
Lucy Lewis
Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for Strategic Equity
Capital plc and is acting for no-one else in connection with the Tender Offer
and will not be responsible to anyone other than Strategic Equity Capital plc
for providing the protections afforded to clients of Canaccord Genuity Limited
nor for providing advice in connection with the contents of this announcement
or any other matter referred to herein. Canaccord Genuity Limited is not
responsible for the contents of this announcement. This does not exclude or
limit any responsibilities which Canaccord Genuity Limited may have under the
Financial Services and Markets Act 2000 or the regulatory regime established
thereunder.