Transaction in Own Shares

RNS Number : 5050U

Athelney Trust PLC

07 April 2016

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED PLACING. THIS ANNOUNCEMENT IS NOT A CIRCULAR AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW ORDINARY SHARES REFERRED TO IN THIS ANNOUNCEMENT

THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES.

ATHELNEY TRUST PLC

("Athelney Trust" or the "Company")

Placing of New Ordinary Shares

Highlights

·      Gross funds raised at 233.2 pence per share

·      Net funds raised of approximately £390,000

Robin Boyle, Managing Director of Athelney Trust, commented: "I am pleased that, in a difficult time for raising money as the 23 June referendum looms nearer, Athelney Trust has raised a sum which can be invested in a group of shares which I believe to be mis-priced." 

Further to the announcement by the Company on 29 March 2016, the Board of Athelney Trust is pleased to announce a Placing raising approximately £407,000 (before expenses) through the issue of 174,800 ordinary shares of nominal value 25 pence each ("New Ordinary Shares") by way of a placing to certain investors at the placing price of 233.2 pence per New Ordinary Share (the "Placing Price"). The Placing Price represents a premium of 8.5 per cent. to the closing mid-market price of 215 pence on 6 April 2016 (being the latest practicable date prior to this announcement) and is equal to the Company's net asset value of 233.2 pence as at 31 March 2016, as reported on 1 April 2016.

For further information please contact:

Robin Boyle, Managing Director, Athelney Trust PLC                                            020 7628 7937

Background to and reasons for the Placing.

The object of the private placing is to increase the overall size of the Company without incurring substantial fees, without significant dilution to existing investors, to improve liquidity thus making dealings easier to carry out and to make new, promising investments without having to carry out sales of the current portfolio.

Use of proceeds

The Company intends to invest the net proceeds of the Placing, estimated to be approximately £390,000, in accordance with its stated investment policy of investing predominantly in smaller quoted companies which the Board considers have prospects of capital growth and the potential to provide a steadily rising dividend in future.

Information on the Placing

The Company is raising approximately £407,000 (before expenses)  by way of a placing of 174,800 New Ordinary Shares at a price of 233.2 pence per New Ordinary Share. The New Ordinary Shares will represent approximately 8.1 per cent. of the enlarged share capital of the Company. The Placing Price represents a premium of 8.5 per cent. to the closing price of 215 pence on 6 April 2016 (being the latest practicable date prior to this announcement).

Payment in respect of the New Ordinary Shares is due on or before 20 April 2016. The New Ordinary Shares will, on payment, be issued credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, save that they will not be entitled to receive the final dividend of 7.9p per share announced on 4 March 2016 and (subject to shareholder approval at the 2016 Annual General Meeting on 7 April 2016) payable on 14 April 2016. They will be issued free of any right of pre-emption, encumbrance, third party right or interest and will be issued with clear legal and beneficial title.

The New Ordinary Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Application will be made to the FCA and to the London Stock Exchange for the New Ordinary Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected that admission of the New Ordinary Shares ("Admission") will become effective on 21 April 2016.

Immediately following Admission, the Company will have 2,157,881 Ordinary Shares in issue. Since the Company currently holds no shares in treasury, the total number of voting rights in the Company immediately following Admission is therefore 2,157,881.

Current trading and prospects

The unaudited net asset value of Athelney Trust at 31 March 2016 was 233.2p, which represents a total return (i.e. decline in NAV plus dividend) of -1.6 per cent for the first quarter of 2016,  whereas  the FTSE Small Cap index fell by 2 per cent over the same period.  Prospects are difficult to call with the referendum only a few weeks away but, assuming a positive vote to stay in the EU, the Board considers that the remaining months of the year should show a modest recovery in the Company's portfolio of investments.

Related party transactions

As part of the Placing, Robin Boyle, Simon Moore and Global Masters Fund are subscribing for 10,000, 6,300 and 21,850 New Ordinary Shares respectively, at the Placing Price.

Under the Listing Rules Robin Boyle and Simon Moore (as directors of the Company) and Global Masters Fund (a substantial shareholder of the Company) are regarded as related parties of the Company. In addition Dr E C Pohl, Chairman of the Company, is deemed to be interested in the shares held by Global Masters Fund (see note 1 below). As such, the participation of Robin Boyle, Simon Moore and Global Masters Fund in the Placing are deemed to be related party transactions.

As these placees are related parties of the Company under the Listing Rules, the participation in the Placing by these placees are individual transactions to which Listing Rule 11.1.10R applies.

Directors' Shareholdings

Following the Placing and Admission, the interests of the directors in the Company's Ordinary Shares are expected to be as follows

R.G Boyle	428,705 (representing 19.87% of the enlarged issued share capital following the Placing)2
Dr E.C Pohl	Nil1
S Moore	32,000 (representing 1.48% of the enlarged issued share capital following the Placing)

Notes:

1.   Dr E C Pohl is the sole beneficial owner of E C Pohl & Co Pty Limited, which owns 54.1% of the issued share capital of Global Masters Fund Limited on behalf of itself and clients whose portfolios it manages.  Global Masters Fund Limited has agreed to acquire 21,850 New Ordinary Shares in the Placing and accordingly will hold 297,359 shares in the Company.

2.   Included within R.G Boyle's holding is an interest in Trehellas House Limited, a company which holds 391,600 ordinary shares representing 18.1 per cent of the company's share capital.  R.G. Boyle has separately entered into an agreement with E C Pohl & Co giving E C Pohl & Co on behalf of its client Global Masters Fund a right of first refusal to such number of shares owned by Trehellas House Limited as shall when taken with their existing holding not exceed 29.9% of the issued equity share capital of the company.  The price for any such sale and purchase has been agreed at the net tangible asset value of each share as determined by the most recent published statement.  This agreement amounts to a right of first refusal only and there is no obligation on Trehellas House Limited to sell its shares at any particular time nor, Trehellas House Limited having determined to sell those shares, any obligation on E C Pohl & Co to buy.

Substantial Shareholders

Following the Placing and Admission, in addition to the Directors' holdings referred to above, the following shareholdings are expected to represent greater than 3% of the Company's issued share capital:

	Ordinary Shares	% of issued capital
Global Masters Fund	297,359	13.8
Mr G.W. & Mrs D.J. Whicheloe	104,000	4.8
NS Salvesen and Salvesen Family Trust	87,500	4.1
P G Grodzinski	85,000	3.9
Mrs E Davison	75,000	3.5

Expected timetable of principal events

Announcement of the Placing	7 April 2016
Admission and commencement of dealings in the New Ordinary Shares	08.00 a.m. on 21 April 2016
CREST accounts credited with New Ordinary Shares in uncertificated form	08:00 a.m. on 21 April 2016

Notes:

(1) References to times in this Announcement are to London time (unless otherwise stated).

(2) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.

(3) The dates and timing of the events in the above timetable and in the rest of this Announcement is indicative only and may be subject to change.

 

END

 

 

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