Issue of Equity
Intl. Biotechnology Trust PLC
12 January 2007
International Biotechnology Trust plc (the 'Company')
Placing and Offer for Subscription of up to 40 million C Shares at 150 pence per
C Share and related Notice of an Extraordinary General Meeting
On 16 November 2006 the Board announced that it was considering increasing the
Company's size through an issue of C Shares in view of the Company's recent
performance and the favourable long-term outlook for the biotechnology sector.
The Board also announced on 16 November 2006 its intention to introduce a
discount management policy to take effect following completion of the issue.
After further consideration of the Company's strategy, the Board has concluded
that this is an appropriate time to seek to raise additional capital.
Accordingly, the Board has today announced an issue of up to 40 million C Shares
at an issue price of 150p each by way of a placing and offer for subscription.
The Board believes that the Issue has the following principal benefits:
• investors will be able to acquire the Ordinary Shares arising on Conversion
free of restraints of market liquidity;
• the market capitalisation of the Company will increase following Conversion
which could increase the liquidity of the Ordinary Shares;
• an increase in the size of the Company will enable it to spread its fixed
operating expenses over a larger number of issued shares; and
• the timing is opportune for investing the proceeds of the Issue in
accordance with the investment objective of the Company thereby providing
the prospect of long-term capital growth.
Performance
The Company's results in the periods of six, twelve and 36 months to 3 January
2007 (being the latest practicable date before the publication of the
prospectus), expressed in terms of NAV per Ordinary Share and Ordinary Share
price and in comparison to the NASDAQ Biotechnology and Merrill Lynch Small
Capitalisation Biotechnology indices (both sterling adjusted), are set out
below.
6 months to 12 months to 3 36 months to
3 January January 3 January
2007 2007 2007
NAV per Ordinary Share 10.66% 20.52% 41.28%
Ordinary Share price 16.35% 39.09% 93.67%
NASDAQ Biotechnology index 0.43% (11.35%) (0.05%)
(sterling adjusted)
Merrill Lynch Small Capitalisation Biotechnology index 0.79% (12.50%) (39.69%)
(sterling adjusted)
(Sources: The Company's unaudited management accounts for the Company's NAV per
Ordinary Share (as at 30 June 2006, 31 December 2005 and 31 December 2003) and
Ordinary Share price; Bloomberg for the NASDAQ Biotechnology index; and Merrill
Lynch Bio-Facts for the Merrill Lynch Small Capitalisation Biotechnology index)
In the 36 months to 3 January 2007, the NAV per Ordinary Share has increased by
41.28 per cent. and the Ordinary Share price has increased by 93.67 per cent. At
the same time the NASDAQ Biotechnology and Merrill Lynch Small Capitalisation
Biotechnology indices (both sterling adjusted) have fallen by 0.05 per cent. and
39.69 per cent. respectively.
As at close of business on 3 January 2007 (being the latest practicable date
before the publication of the prospectus) the unaudited NAV per Ordinary Share
was 154.90 pence.
Details of the C Share Issue
Placing and Offer
The Company is seeking to raise up to £60 million before fees and expenses by
the issue of up to 40 million C Shares at an issue price of 150p per C Share
pursuant to the Placing and the Offer for Subscription.
Cenkos Securities has agreed, pursuant to the Placing Agreement, to use all
reasonable endeavours to obtain subscribers on a non-pre-emptive basis for C
Shares at the Issue Price under the Placing. Applications under the Placing may
be made for any amount subject to applications being for a minimum subscription
amount of £1,500 and in multiples of £150.
C Shares are also being made available on a non-pre-emptive basis to
Shareholders and other investors (other than certain Overseas Investors) through
the Offer for Subscription. Applications under the Offer for Subscription may be
made for any amount subject to applications being for a minimum subscription
amount of £1,500 and in multiples of £150. There is no maximum limit on
applications, but priority will be given to applications from Ordinary
Shareholders who are entered on the register on 3 January 2007. In the event
that the Issue is oversubscribed, other investors will be scaled back to the
extent necessary and if the Issue remains oversubscribed after such investors
have been scaled back in full, Ordinary Shareholders will be scaled back as
required pro rata to their holdings of Ordinary Shares on 3 January 2007. The
Company will notify investors of the number of C Shares in respect of which
their application has been successful and the results of the Issue will be
announced by the Company through a Regulatory Information Service.
Application has been made to the UK Listing Authority and to the London Stock
Exchange for all the C Shares of the Company which are the subject of the Issue
to be admitted to the Official List and to trading on the London Stock
Exchange's market for listed securities. The C Shares will be admitted to the
CREST system and therefore investors will be able to hold C Shares in either
certificated or uncertificated form. It is expected that Admission will become
effective and that dealings in the C Shares will commence on 12 February 2007.
C Share portfolio and method of Conversion
The Net Proceeds will be managed as a separate pool until Conversion. Pending
full investment in accordance with the Company's investment policy, the Net
Proceeds of the Issue will be held in short term money market instruments (such
as gilts or treasury bonds), money market funds and/or in cash and/or invested
in investments linked to the NASDAQ Biotechnology Index. In the absence of force
majeure circumstances, the Conversion Ratio for the C Shares into the Ordinary
Shares will be calculated as at close of business on the NAV Calculation Date on
or immediately preceding the earlier of the date falling six months after
Admission and the date on which 85 per cent. of the Net Proceeds have been
invested or committed to be invested as notified to the Directors by the
Manager. Once the Conversion Ratio has been calculated (which may take up to 20
Business Days), the C Shares will convert into Ordinary Shares on the basis
referred to below.
The Conversion Ratio will be the NAV per C Share divided by the NAV per Ordinary
Share as at the Calculation Time. The NAV per C Share and NAV per Ordinary Share
will reflect an appropriate allocation between holders of C Shares and Ordinary
Shareholders, as determined by the Directors, of the Company's income less
accrued liabilities and expenses, including any accrual of the Manager's
performance fee as at the NAV Calculation Date. Holders of C Shares will receive
such number of new Ordinary Shares as results from applying the relevant
Conversion Ratio to their holdings of C Shares at the time of Conversion.
Fractions of Ordinary Shares arising on Conversion will not be issued to holders
of C Shares but will be sold for the benefit of the holders except that sale
proceeds (net of expenses) which do not exceed £5 may be retained for the
benefit of the Company.
The C Shares will carry rights to dividends out of the profits available for
distribution arising from assets attributable to the C Shares, although no
dividends are expected to be paid on the C Shares. This does not represent a
profit forecast. The C Shares will also carry full voting rights. The consent of
the holders of the C Shares as a class will not be required to approve, and
accordingly the special rights attached to the C Shares will not be deemed to be
varied by, any purchase by the Company of any of its issued Ordinary Shares
prior to Conversion. Holders of C Shares will be entitled to participate in a
winding up of the Company or on a return of capital. The Ordinary Shares arising
on Conversion of the C Shares will rank pari passu with the Ordinary Shares then
in issue save that they will not rank for any dividend declared by reference to
a record date falling on or before the Conversion Time. No dividend has been
paid on the Ordinary Shares currently in issue and nor does the Company expect
to pay dividends for the foreseeable future on Ordinary Shares. This does not
represent a profit forecast.
Benefits of C Shares
The issue of further equity in the form of C Shares is designed to overcome the
potential disadvantages for both existing and new investors that would arise out
of a conventional fixed price issue of further Ordinary Shares for cash. In
particular:
• the investments from time to time representing the proceeds of the Issue
will be accounted for as a separate pool of assets until Conversion. Since
it is intended that the C Share pool will be at least 85 per cent. invested
or committed to be invested before the date falling six months after the
date of Admission, it is expected that holders of existing Ordinary Shares
will not be exposed to a portfolio containing substantial amounts of
uninvested cash;
• the NAV per Ordinary Share will not be diluted by the expenses associated
with the Issue, which will be borne by the subscribers for C Shares; and
• the basis upon which the C Shares will convert into Ordinary Shares is such
that the number of Ordinary Shares to which holders of C Shares will become
entitled will reflect the relative investment performance and value of the
separate pool of additional capital attributable to the C Shares raised
pursuant to the Issue up to the Calculation Time as compared to the Net
Asset Value attributable to the existing Ordinary Shares at that time. As a
result, neither the NAV per Ordinary Share nor the NAV per C Share will be
adversely affected by Conversion.
Share buybacks and discount management policy
The current buyback authority, granted at the Company's annual general meeting
held on 10 November 2006, is utilised at the absolute discretion of the Board.
During the year ended 31 August 2006, the Company purchased 750,000 of its
Ordinary Shares for cancellation, equal to approximately 1.6 per cent. of the
Ordinary Shares in issue as at 1 September 2005, at a discount of approximately
6 per cent. of the NAV per Ordinary Share. Demand in the market for the Ordinary
Shares has subsequently been such that the Company has not purchased any further
Ordinary Shares.
As announced on 16 November 2006, following completion of the Issue, the Company
will seek to maintain the discount to the net asset value per share at which the
C Shares and the Ordinary Shares are quoted on the London Stock Exchange at no
greater than 8 per cent. Given the nature of the Company's portfolio, and the
need for the Manager to have access to any available cash for investment
opportunities and any changes in general market conditions and/or peer group
company ratings, it will be necessary for the Board to review this target
discount level from time to time and to maintain the same at either a narrower
or wider level as appropriate.
Shareholder approval
A Prospectus, including a Circular, convening an extraordinary general meeting
of the Company, to be held at 3.00 p.m. on 7 February 2007 at 31 Gresham Street,
London EC2V 7QA, will be posted to Shareholders today.
Indicative Timetable
2007
Offer for Subscription opens 12 January
Latest time and date for applications under the Offer 5:00 pm on 2 February
Latest time and date for commitments under the Placing 5:00 pm on 2 February
Latest time and date for receipt of proxies for the
Extraordinary General Meeting 3:00 pm on 5 February
Extraordinary General Meeting 3:00 pm on 7 February
Allocations under the Issue announced 8 February
Admission of C Shares to the Official List 12 February
Dealings in C Shares commence 12 February
Crediting of CREST stock accounts in respect of C Shares 12 February
Share certificates in respect of the C Shares despatched Week commencing
12 February
Publication of prospectus
The Prospectus and Circular dated 12 January 2007 relating to the Placing and
Offer for Subscription of C Shares has been approved by the UK Listing Authority
and is available for viewing at the Document Viewing Facility of the UK Listing
Authority.
Enquiries:
SV Life Sciences Managers LLP
Kate Bingham/Andy Smith 020 7421 7070
Cenkos Securities plc
William Rogers/Max Hartley/Charlie Ricketts/Paul Palmer 0207 397 8900
Smith's Corporate Advisory
Hugh Van Cutsem/Christopher Getley 0207 239 0144
International Biotechnology Trust plc
John Spedding 020 7658 3206
Lansons Communications
Amy Fisher/Charlotte Edgar 0207 490 8828
This information is provided by RNS
The company news service from the London Stock Exchange