Proposed Bonus Issue of Subscription Shares
Finsbury Worldwide Pharmaceutical Trust PLC
11 August 2009
Introduction
Further to the Company's announcement on 22 May 2009 that the Board was
considering proposals for a bonus issue of Subscription Shares to Qualifying
Shareholders, the Board has published its proposals in relation to the Bonus
Issue. Shareholders will be asked to approve the Resolution which is required
to implement the Proposals at the General Meeting to be held on 4 September
2009.
The Proposals
The Company is proposing to issue Subscription Shares, subject to the passing
of the Resolution and Admission. If the Resolution is passed, Qualifying
Shareholders will each receive, without payment, one Subscription Share for
every five Ordinary Shares held by them on the Record Date, being 5.00 p.m. on
3 September 2009. Fractions of Subscription Shares will not be allotted or
issued and entitlements will be rounded down to the nearest whole number of
Subscription Shares.
Each Subscription Share will confer the right, but not the obligation, to
subscribe for one Ordinary Share on each of 31 October, 31 January, 30 April
and 31 July between (and including) 31 October 2009 and 31 July 2014 (or if
such date is not a Business Day, on the next following Business Day), each a
Subscription Date.
Such Subscription Share Rights will be exercisable on payment of the
Subscription Price, which will be the Net Asset Value per Ordinary Share on the
Calculation Date, plus a percentage premium to such amount, rounded up to the
nearest whole penny, as follows:
- if exercised on any Subscription Date between (and including) 31 October
2009 and 31 July 2010, a premium of 1 per cent.;
- if exercised on any Subscription Date between (and including) 1 August
2010 and 31 July 2012, a premium of 5 per cent.; and
- if exercised on any Subscription Date between (and including) 1 August
2012 and 31 July 2014, a premium of 15 per cent.
The NAV for the purpose of calculating the Subscription Prices will be the
unaudited value of the Company's assets calculated in accordance with the
Company's accounting policies (including revenue items for the current
financial year) less all prior charges and other creditors at their fair value
(including the costs of the Bonus Issue). Prior charges include all loans and
overdrafts that are to be used for investment purposes.
It is expected that an announcement setting out the Subscription Price will be
made on 4 September 2009
Subscription Shares will rank equally with each other and will not carry the
right to receive any dividends from the Company. The Ordinary Shares resulting
from the exercise of the Subscription Rights will rank pari passu with the
Ordinary Shares then in issue (save for any dividends or other distributions
declared, made or paid on the Ordinary shares by reference to a record date
prior to the allotment of the relevant Ordinary Shares).
The Directors believe that the Bonus Issue will have the following benefits:
- Qualifying shareholders will receive securities which they may convert
into Ordinary Shares at a predetermined price in order to benefit from any
future growth in the Company;
- Qualifying Shareholders will receive securities with a monetary value
which may be traded in a familiar fashion to their existing Ordinary
Shares or converted into Ordinary Shares;
- on any exercise of the Subscription Share Rights, the capital base of the
Company will increase allowing operating costs to be spread across a
larger number of Ordinary Shares and hence the total expense ratio to
fall;
- following the exercise of any Subscription Rights, the Company will have
an increased number of Ordinary Shares in issue, which may in due course
improve the liquidity in the market for its Ordinary Shares; and
Qualifying Shareholders will receive securities which are qualifying
investments for the purposes of the stocks and shares components of a ISA
and permitted investments for the purposes of a SIPP.
Authority to repurchase Subscription Shares
Shareholders are being requested to grant the Board authority to allow the
Company to repurchase up to 14.99 per cent. of the issued Subscription Share
capital in issue following completion of the Bonus Issue. Repurchases of
Subscription Shares will be made at the discretion of the Board and will only
be made when market conditions are considered by the Board to be appropriate
and in accordance with the Listing Rules. Any Subscription Shares repurchased
by the Company will be cancelled and will not be held in treasury for resale.
Adoption of new Articles of Association
The Company proposes to adopt the New Articles which will set out the rights
pertaining to the Subscription Shares but otherwise will be identical to the
Articles of the Company that were adopted at the Company's annual general
meeting of the Company on 17 July 2009.
Admission and dealings
Application will be made to the UK Listing Authority for the Subscription
Shares to be admitted to the Official List and to the London Stock Exchange for
such shares to be admitted to trading on its main market. It is expected that
Admission will occur and that dealings will commence on 7 September 2009.
Overseas Shareholders
The issue of the Subscription Shares to persons who have a registered or
mailing address in countries outside of the EEA States may be affected by the
law or regulatory requirements of the relevant jurisdiction. Accordingly,
unless otherwise stated, Overseas Shareholders will not be Qualifying
Shareholders for the purposes of the Bonus Issue and any Subscription Shares
due to the Overseas Shareholders will be allotted to a market maker who will
sell such Subscription Shares promptly at the best price obtainable. The
proceeds of sale will be paid to the Overseas Shareholders entitled to them
save that entitlements of less than £5 per Overseas Shareholder will be
retained by the Company for its own account. Subscription Shares will be issued
to Qualifying Shareholders in New Zealand on the basis of Part 1 of the
Prospectus.
General Meeting
The Bonus Issue is conditional on, amongst other things, the approval by
Shareholders of the Resolution to be proposed at a General Meeting of the
Company which has been convened for 4 September 2009.
Expected timetable
2009
Latest time and date for receipt of Forms of 10.30 am on 2 September
Proxy
Subscription Prices of Subscription Shares Close of business on 3
calculated September
Record Date for the Bonus Issue 5 pm on 3 September
General Meeting to approve the Bonus Issue 10.30 am on 4 September
Announcement of the Subscription Prices 4 September
Admission of the Subscription Shares to the 8 am on 7 September
Official List and dealings in the Subscription
Shares commence
Crediting of CREST stock accounts in respect of 7 September
the Subscription Shares
Share certificates despatched in respect of the Week commencing 7 September
Subscription Shares
Terms used and not defined in this announcement bear the meaning given to them
in the Prospectus dated 11 August 2009.
A copy of the Prospectus has been submitted to the UK Listing Authority and
will shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Enquiries:
Mark Pope, Frostrow Capital LLP - 020 3008 4913
Jane Lewis, Winterflood Investment Trusts - 020 3100 0295
This announcement should not be construed as advice relating to legal, taxation
or any other matters and does not constitute a recommendation to sell or the
solicitation of an offer to subscribe for or buy, nor shall there be any sale
of, any securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful or would impose any unfulfilled registration,
publication or approval requirements on the Company or Winterflood Securities
Limited.
The contents of this announcement include statements that are, or may be deemed
to be, "forward looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believe", "expect", "intend", "will" or " should". By their nature, forward
looking statements involve risks and uncertainties and readers are cautioned
that any such forward-looking statements are not guarantees of future
performance. The Company's actual results and performance may differ materially
from the impression created by the forward-looking statements. The Company
undertakes no obligation to publicly update or revise forward-looking
statements, except as may be required by applicable law and regulation
(including the Listing Rules). No statement in this announcement is intended to
be a profit forecast. Investors should consult a financial adviser authorised
under the Financial Services and Markets Act 2000 without delay if they are in
any doubt about the action they should take.