Pre-Annual General Meeting Information • Oct 18, 2021
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser, authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom. All Shareholders are strongly advised to consult their professional advisers regarding their own tax position.
If you have sold or otherwise transferred all of your Shares in Dunedin Enterprise Investment Trust plc (the "Company") you should pass this document (but not any Form of Proxy or Tender Form) as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, the distribution of this document and any of the accompanying documents in jurisdictions other than the United Kingdom, including the Restricted Jurisdictions, may be restricted by law and therefore persons into whose possession this document or any of the accompanying documents come should inform themselves about and observe those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. The Tender Offer is not being made in the Restricted Jurisdictions.
Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and is not advising any other person or treating any other person as its client in relation to the Tender Offer or the matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Singer Capital Markets nor for providing advice in relation to the Tender Offer or the matters referred to in this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Singer Capital Markets may have under FSMA or the regulatory regime established thereunder.
(Incorporated in Scotland with registered number SC052844)
(An investment company within the meaning of section 833 of the Companies Act 2006)
Notice of a general meeting of the Company to be held at the offices of Dickson Minto W.S., 16 Charlotte Square, Edinburgh EH2 4DF on 10 November 2021 at 11 a.m. is set out at the end of this document.
To be valid, the Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon to be received by the Registrars, Equiniti Limited as soon as possible and, in any event, by no later than 11 a.m. on 8 November 2021.
Interactive Investor will be writing separately to Interactive Investor Savings Product Investors with regards to the action that they will need to take if they wish to tender Shares held through the Interactive Savings Product Range in the Tender Offer.
The Tender Offer is not being made to Restricted Shareholders. In particular, the Tender Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa or the United States and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility from within Canada, Japan, New Zealand, the Republic of South Africa or the United States.
Also enclosed with this document is a Tender Form for use by Shareholders who hold their Shares in certificated form in connection with the Tender Offer. To be effective, Tender Forms must be returned to the Receiving Agent, Equiniti Limited by not later than 11 a.m. on 12 November 2021. Shareholders who hold their Shares in certificated form should also return their share certificate(s) and/or other document(s) of title in respect of the Shares tendered.
Shareholders who hold Shares in uncertificated form (that is, in CREST) should not return a Tender Form but should transmit the appropriate transfer to escrow in CREST as described in Part 3 of this document as soon as possible and, in any event, so as to be received by no later than 1 p.m. on 12 November 2021.
The Tender Offer will only be available to Shareholders whose names appear on the Register as at 6.00 p.m. on 12 November 2021 in respect of Shares held by them as at that date.
IF YOU DO NOT WISH TO SELL ANY OF YOUR SHARES IN THE TENDER OFFER, DO NOT COMPLETE AND RETURN THE TENDER FORM OR SUBMIT A TTE INSTRUCTION. THE DIRECTORS INTEND TO USE ALL BEST ENDEAVOURS TO TENDER THEIR BASIC ENTITLEMENT IN THE TENDER OFFER.
Your attention is drawn to the section headed "Action to be Taken" on page 3 of this document.
| Page | ||
|---|---|---|
| ACTION TO BE TAKEN BY SHAREHOLDERS | 3 | |
| EXPECTED TIMETABLE | 4 | |
| PART 1 | LETTER FROM THE CHAIRMAN | 5 |
| PART 2 | LETTER FROM SINGER CAPITAL MARKETS | 10 |
| PART 3 | TERMS AND CONDITIONS OF THE TENDER OFFER | 13 |
| PART 4 | RISKS ASSOCIATED WITH THE TENDER OFFER | 24 |
| PART 5 | TAXATION | 26 |
| PART 6 | ADDITIONAL INFORMATION | 28 |
| DEFINITIONS | 30 | |
| NOTICE OF GENERAL MEETING |
Only Shareholders whose names appear on the Register as at 6.00 p.m. on 12 November 2021 are able to participate in the Tender Offer in respect of the Shares held by them as at that date. Whether and the extent to which Shareholders participate in the Tender Offer is a matter for each Shareholder to decide, and will be influenced by their own individual financial, investment and tax circumstances. Shareholders should seek advice from their own independent financial adviser. You should read the whole of this document which contains the terms of the Tender Offer, not just this section, when deciding what action to take.
If you have any queries in relation to your shareholding(s) in the Company, please call the Shareholder helpline between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0371 384 2440 for UK or +44 (0) 121 415 7047 for overseas holders. Network providers' costs may vary. Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder helpline can provide information only regarding the completion of Forms of Proxy and/or completion of Tender Forms but cannot provide you with financial, tax, investment or legal advice.
| 2021 | |
|---|---|
| Publication of this document and Tender Offer opens | 18 October |
| NAV per Share as at 30 September 2021, Tender Price and Basic Entitlement percentage announced |
1 November |
| Latest time and date for receipt of Forms of Proxy from Shareholders |
11 a.m. on 8 November |
| General Meeting | 11 a.m. on 10 November |
| Results of General Meeting | 10 November |
| Latest time and date for receipt of Tender Forms and submission of TTE Instructions from Shareholders |
1.00 p.m. on 12 November |
| Record Date and time for the Tender Offer | 6.00 p.m. on 12 November |
| Results of Tender Offer elections announced | 16 November |
| CREST accounts credited for revised uncertificated shareholdings of Shares (or, in the case of unsuccessful tenders, for entire holdings of Shares) |
By 18 November |
| CREST Settlement Date: payments through CREST made and CREST accounts settled |
18 November |
| Balancing share certificates and cheques despatched to certificated Shareholders |
Week commencing 22 November |
(Incorporated in Scotland with registered number SC052844) (An investment company within the meaning of section 833 of the Companies Act 2006)
Directors: Registered office: Duncan Budge (Chairman) 2nd Floor, Easter Dalry House Brian Finlayson 3 Distillery Lane Angela Lane Edinburgh EH11 2BD
18 October 2021
Dear Shareholders and Interactive Investor Savings Product Investors
As noted in the Company's interim results, the realisation of the Company's investment in U-POL was completed on 15 September 2021. Following this realisation and in accordance with the Company's distribution and investment policies, the Board is proposing to return up to £26 million to Shareholders pursuant to the Tender Offer. This represents a return of approximately 29 per cent. of the Company's Net Asset Value as at 30 June 2021.
The consideration for the purchase of Shares under the Tender Offer will be satisfied from the Company's realised capital reserves.
The purpose of this document is to provide you with the terms and conditions of the Tender Offer, explain the mechanics by which Shareholders and Interactive Investor Savings Product Investors may tender some or all of their Shares and explain why the Board recommends that you vote in favour of the requisite resolution to be proposed at the General Meeting.
If you wish to retain your Shares and do not wish to sell any of your Shares in the Tender Offer, do not complete and return the Tender Form or submit a TTE Instruction (as applicable). The Directors intend to use all best endeavours to tender their Basic Entitlement in the Tender Offer.
The Tender Offer will enable those Shareholders (other than Restricted Shareholders and certain Overseas Shareholders) who wish to sell some or all of their Shares to elect to do so, subject to the overall limits of the Tender Offer. Shareholders who successfully tender Shares will receive the Tender Price per Share, being a 1.2 per cent. discount to the NAV per Share as at 30 September 2021. The Tender Price will be set at this level to allow Shareholders who wish to realise a portion of their holding of Shares to do so at what the Board expect will be a premium to the market price per Share without any dilutions to the NAV per Share for continuing Shareholders, should the Tender Offer be fully subscribed.
Under the terms of the Tender Offer, which is being made by Singer Capital Markets, Shareholders (other than Restricted Shareholders and certain Overseas Shareholders) will be entitled to tender up to their Basic Entitlement, rounded down to the nearest whole Share. Shareholders may also tender additional Shares, but any such excess tenders above the Basic Entitlement will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their aggregate Basic Entitlement.
The Tender Price and the Basic Entitlement will be announced on 1 November 2021, alongside the Company's NAV per Share as at 30 September 2021. The maximum number of Shares that will be purchased under the Tender Offer will be calculated by dividing £26 million by the Tender Price. The Basic Entitlement will equal the percentage of the issued Share capital represented by the aggregate number of Shares that will be purchased under the Tender Offer.
Subject to the satisfaction of the conditions relating to the Tender Offer, Singer Capital Markets will purchase, as principal, Shares validly tendered under the Tender Offer at the Tender Price. Following completion of those purchases, it will then sell all the relevant Shares back to the Company pursuant to the Repurchase Agreement at the Tender Price by way of an on-market transaction on the main market of the London Stock Exchange. The Shares which the Company acquires from Singer Capital Markets will be cancelled. The repurchase of Shares by the Company under the Repurchase Agreement will be funded from the Company's realised capital reserves.
The Tender Offer is subject to the terms and conditions set out in paragraph 3 of Part 3 of this document. The Tender Offer may also be terminated in certain circumstances as set out in paragraph 9 of Part 3 of this document. Shareholders' attention is drawn to the letter from Singer Capital Markets set out in Part 2 of this document, which, together with the Tender Form in the case of Shares held in certificated form, sets out the principal terms and conditions of the Tender Offer, and to Part 4 of this document which contains a summary of certain risks associated with the Tender Offer. Details of how Shareholders will be able to tender Shares can be found in paragraph 5 of Part 3 of this document.
This letter is not a recommendation for Shareholders to tender their Shares under the Tender Offer. Whether or not Shareholders tender their Shares will depend on, amongst other things, their view of the Company's prospects and their own individual circumstances, including their tax position, on which they should seek their own independent advice. The Directors intend to use all best endeavours to tender their Basic Entitlement under the Tender Offer.
Shareholders who are in any doubt as to the contents of this document or as to the action to be taken should immediately consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA.
The Company's authority to repurchase its own Shares, which was granted at the last annual general meeting of the Company held on 12 May 2021, in respect of up to 14.99 per cent. of the Company's issued share capital as at the date of that meeting, will remain in force and be unaffected by the Tender Offer.
The fixed costs relating to the Tender Offer are expected to be approximately £171,000 including VAT. The foregoing figure does not include stamp duty. Assuming the Tender Offer is taken up in full, the Company estimates that the cost of stamp duty will be approximately £130,176. All costs in relation to the Tender Offer will be borne by the Company. It is expected that, on the basis that the Tender Offer is taken up in full, the costs of the Tender Offer should not result in dilution to the NAV per Share.
The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdictions. Shareholders with registered or mailing addresses outside the United Kingdom who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read carefully paragraph 11 of Part 3 of this document.
The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Jurisdictions. Restricted Shareholders are being excluded from the Tender Offer in order to avoid offending applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of the Tender Form are not being and must not be mailed or otherwise distributed in or into Restricted Jurisdictions.
It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.
The attention of Shareholders is drawn to Part 5 of this document which sets out a general guide to certain aspects of current UK taxation law and HMRC published practice. This information is a general guide and is not exhaustive. Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult an appropriate professional adviser.
In line with the Company's investment policy, the Investment Manager will continue to conduct an orderly realisation of the Company's assets in a manner that seeks to achieve a balance between maximising the value of the Company's investments and progressively returning cash to Shareholders. The quantum and timing of any return of capital to Shareholders following receipt by the Company of the net proceeds of realisations of investments will be dependent on the Company's liabilities, its uncalled fund commitments and general working capital requirements.
As detailed in the interim results announcement made by the Company on 16 September 2021, an agreement was also entered into following the half year for the realisation of CitySprint, the same day courier. This transaction is subject to regulatory approval and is expected to complete in the second half of 2021. The investment in CitySprint has been valued, and will be reflected in the net asset value as at 30 September 2021, at the expected proceeds of £1.5m. The investment in CitySprint has generated a return of 2.1 times cost.
On 13 October 2021, the Company announced that Dunedin Buyout Fund III LP entered into a legally binding agreement for the partial realisation of its investment in Global Processing Services ("GPS"), a market leader in payment processing technology. The investment in GPS was valued at £16.1 million on 30 June 2021. Proceeds from the partial sale will amount to £18.2 million, consisting of capital of £16 million and income of £2.2 million. In addition, £5.9 million will be rolled into a GPS newco resulting in a total consideration of £24.1 million. This represents an uplift of £8 million on the 30 June 2021 valuation, equivalent to 44.1 pence per share. The transaction is subject to regulatory approval and is expected to complete by the end of 2021. The effect of the transaction will be reflected in the net asset value as at 30 September 2021, which is due to be published on 1 November 2021.
On 6 October 2021, the Company announced an interim dividend for the year ended 31 December 2021 of 16 pence per share which is to be paid on 18 November 2021. This follows receipt of loan interest on completion of the realisation of U-POL (the "Dividend").
Further to the Dividend and the CitySprint and GPS announcements (CitySprint and GPS together the "Anticipated Realisations"), the Investment Manager anticipates that there will be further realisations of certain of the Company's investments within the near term; however, there can be no certainty as to the precise timing or quantum of any such realisation, nor as to the timing of any future tender offer or other return of capital to Shareholders.
The Tender Offer is subject to Shareholder approval. A notice convening the General Meeting which is to be held at the offices of Dickson Minto W.S. at 16 Charlotte Square, Edinburgh EH2 4DF on 10 November 2021 at 11 a.m. is set out at the end of this document. At this meeting a special resolution will be proposed to approve the Tender Offer on the terms set out in this document and to give the Company authority to make market purchases pursuant to the Tender Offer. Should the resolution fail to be passed, the Tender Offer will not proceed.
The Board has chosen to seek authority to purchase a maximum of 7,000,000 Shares, representing approximately 38.7 per cent. of the issued Share capital as at the date of this document. The maximum number of Shares to be purchased under the Tender Offer will not be known until the Tender Price has been calculated. The Board has therefore chosen this figure to ensure that there is sufficient capacity under the authority to return the full £26 million to Shareholders.
In order to be passed, the Tender Offer resolution which is proposed as a special resolution will require the approval of Shareholders representing at least 75 per cent. of the votes cast at the General Meeting. The Company's articles of association provide that at the General Meeting each Shareholder present in person or by proxy or who (being a corporation) is present by a representative shall, on a show of hands, have one vote and on a poll, shall have one vote for each Share of which he/she is a holder or represents as proxy.
The quorum for the General Meeting shall be two persons entitled to attend and to vote, each being a Shareholder or a proxy of a Shareholder or a duly authorised representative of a corporation which is a Shareholder.
The Board would encourage all shareholders to exercise their votes in advance of the General Meeting.
Whether or not you wish to tender your Shares under the Tender Offer, you are requested to complete and return the accompanying Form of Proxy in accordance with the instructions printed thereon so as to be received by the Registrars as soon as possible but in any event by no later than 11 a.m. on 8 November 2021. The completion and return of the Form of Proxy will ensure your vote is registered despite you being precluded from attending the General Meeting and voting in person.
Only Shareholders whose names appear on the Register on the Record Date, being 6.00 p.m. on 12 November 2021, are able to participate in the Tender Offer in respect of the Shares held as at that time.
Shareholders should refer to the section of this document entitled "Procedures for tendering Shares" contained in paragraph 5 of Part 3 of this document for further information on the options available. Shareholders who hold their Shares in certificated form should note that they should return their share certificate(s) and/or other document(s) of title in respect of the Shares tendered with their Tender Form. A Tender Form submitted without the related share certificate or other document(s) of title representing the amount of Shares to be tendered will be treated as invalid.
Interactive Investor will be writing to Interactive Investor Savings Product Investors to explain the action they will need to take if they wish to tender some or all of the Shares held by them through the Interactive Investor Savings Product Range.
If you do not wish to sell any of your Shares in the Tender Offer, do not complete and return the Tender Form or submit a TTE Instruction (as applicable).
Whether and the extent to which Shareholders participate in the Tender Offer is a matter for each Shareholder to decide, and will be influenced by their own individual financial and tax circumstances and investment objectives. Shareholders should seek advice from an appropriately qualified independent financial adviser, authorised under FSMA if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom. All Shareholders are strongly advised to consult their professional advisers regarding their own tax position.
The Board considers that the Tender Offer as set out in this document and the resolution to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolution to be proposed at the General Meeting.
The Board intends to use all best endeavours to vote in favour, or procure votes in favour, of all of the resolutions at the General Meeting in respect of the Directors' own beneficial holdings of Shares, which in aggregate amount to 300,293 Shares (representing approximately 1.66 per cent, of the issued Share capital (excluding Shares held in treasury) of the Company as at the date of this document).
The Board makes no recommendation to Shareholders or Interactive Investor Savings Product Investors as to whether or not they should tender all or any of their Shares in the Tender Offer. Whether or not Shareholders decide to tender their Shares will depend, amongst other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position.
The Directors intend to use all best endeavours to tender their Basic Entitlement in the Tender Offer.
Yours faithfully,
Duncan Budge Chairman
One Bartholomew Lane London EC2N 2AX
18 October 2021
As explained in the letter from your Chairman in Part 1 of this document, Shareholders (other than Restricted Shareholders and certain Overseas Shareholders as explained in paragraph 11 of Part 3 of this document) are being given the opportunity to sell some or all of their Shares in the Tender Offer, subject to the scaling back of tenders in excess of the Basic Entitlement. The purpose of this letter is to set out the principal terms and conditions of the Tender Offer.
Singer Capital Markets hereby invites Shareholders on the Register on the Record Date (other than Restricted Shareholders and certain Overseas Shareholders) who wish to tender, to sell Shares for cash at the Tender Price. Each Shareholder will be entitled to have accepted in the Tender Offer valid tenders to Singer Capital Markets up to their Basic Entitlement. In addition, Shareholders may tender Shares for sale in excess of their Basic Entitlement but such excess tenders will only be satisfied to the extent to which other Shareholders have not tendered all or any part of their Basic Entitlement, as the case may be. Tenders in excess of the Basic Entitlement will be satisfied pro rata in proportion to the aggregate excess over the Basic Entitlement validly tendered by Shareholders, rounded down to the nearest whole number of Shares.
The tendered Shares will be repurchased by the Company pursuant to the Repurchase Agreement (details of which are set out in paragraph 4 of Part 6 of this document).
The Tender Offer is being made on the terms and subject to the conditions set out in Part 3 of this document and the Tender Form (in the case of Shares held in certificated form), the terms of which will be deemed to be incorporated into this document and form part of the Tender Offer.
Singer Capital Markets, which is authorised and regulated by the FCA in the UK, is acting exclusively for the Company and no-one else in connection with the Tender Offer and the contents of this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Singer Capital Markets or for providing advice in relation to the Tender Offer and the contents of this document or any matter referred to herein. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Singer Capital Markets may have under FSMA or the regulatory regime established thereunder.
Certificated Shareholders (other than Restricted Shareholders and certain Overseas Shareholders) who wish to tender Shares should complete the Tender Form, enclosed with this document, in accordance with the instructions set out therein and return the completed Tender Form by post in the enclosed reply-paid envelope for use in the UK only or using their own envelope to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive as soon as possible and, in any event, by no later than 1.00 p.m. on 12 November 2021. Such Shareholders who hold their Shares in certificated form should also return the share certificate(s) and/or other document(s) of title in respect of the Shares tendered with their Tender Form.
Shareholders (other than Restricted Shareholders and certain Overseas Shareholders) holding Shares in uncertificated form who wish to tender Shares for purchase in the Tender Offer should submit the appropriate TTE Instruction in CREST as set out in paragraph 5.2.1 of Part 3 of this document so as to be received as soon as possible and, in any event by no later than 1.00 p.m. on 12 November 2021.
Full details of the procedure for tendering Shares are set out in Part 3 of this document, and in the case of Shares held in certificated form, on the Tender Form.
Tender Forms or TTE Instructions which are received by the Receiving Agent after 1.00 p.m. on 12 November 2021 or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and returned to relevant Shareholders or their appointed agents, together with any accompanying share certificate(s) and/or other document(s) of title.
Singer Capital Markets reserves the right to treat as valid Tender Forms or TTE Instructions which are not entirely in order and which are not accompanied (in the case of Shares held in certificated form) by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof and shall be entitled (in its sole discretion) to accept late Tender Forms or TTE Instructions.
The Tender Offer is not available to Shareholders with registered or mailing addresses in any Restricted Jurisdiction, or who are citizens or nationals of, or resident in, a Restricted Jurisdiction and such Shareholders should read carefully paragraph 11 of Part 3 of this document.
Overseas Shareholders (not being Restricted Shareholders) who wish to accept the Tender Offer should also read paragraph 11 of Part 3 of this document and satisfy themselves that they have fully observed any applicable legal requirements under the laws of the relevant jurisdiction.
The Tender Offer is conditional on the terms specified in paragraph 3 of Part 3 of this document.
The Tender Offer may be terminated in the circumstances described in paragraph 9 of Part 3 of this document.
Subject to the Tender Offer becoming unconditional and the acquisition of the Shares pursuant to the Tender Offer by Singer Capital Markets, payment of the Tender Price due to Shareholders whose tenders under the Tender Offer have been accepted will be made (i) by a Sterling cheque, to be despatched in the week commencing 22 November 2021 or (ii) by a CREST payment, to be made on 18 November 2021, as appropriate. CREST accounts will be credited by 18 November 2021 in respect of uncertificated Shares that have been unsuccessful in the Tender Offer.
Shareholders should note the following important information relating to certain provisions of the Takeover Code, which will be relevant to purchases of Shares after the date of this document.
Under Rule 9 of the Takeover Code, any person or group of persons deemed to be acting in concert who acquires an interest in shares which carry 30 per cent. or more of the voting rights of a company to which the Takeover Code applies is normally required by the Takeover Panel to make a general offer to shareholders of that company to acquire their shares. Rule 9 of the Takeover Code also provides that any person or group of persons deemed to be acting in concert who is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights will be unable, without the Takeover Panel's consent, to acquire, either individually or together, any further voting rights in that company without being required to make a general offer to shareholders of that company to acquire their shares. An offer under Rule 9 of the Takeover Code must be in cash and at the highest price paid by the person required to make the offer or any person acting in concert with him for any interest in shares in the company during the 12 months prior to the announcement of the offer.
Under Rule 37.1 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 of the Takeover Code. Although a person who is neither a director, nor an investment manager of an investment trust, nor acting (or presumed to be acting) in concert with a director or the investment manager will not normally incur an obligation to make an offer under Rule 9 of the Takeover Code in such circumstances. However, this exception will not normally apply when a shareholder not acting in concert with a director or the investment manager of an investment trust has acquired an interest in shares at a time when he had reason to believe that such a purchase of its own shares by the company would take place.
Therefore in respect of the Tender Offer, a Shareholder not acting in concert with the Directors or the Investment Manager may incur an obligation under Rule 9 of the Takeover Code to make a general offer to Shareholders to acquire their Shares if, as a result of the purchase by the Company of its own Shares from other Shareholders, he comes to hold or acquires an interest in 30 per cent. or more of the Shares following the Tender Offer or otherwise and he has purchased Shares or an interest in Shares when he had reason to believe that the Company would purchase its own Shares (under the Tender Offer or otherwise). The Company does not expect that any Shareholder will have an interest in 30 per cent. or more of the Shares as a result of completion of the Tender Offer.
Your attention is drawn to the information contained in the rest of this document, including, in particular, the terms and conditions of the Tender Offer in Part 3 of this document.
Yours faithfully,
Singer Capital Markets
If you hold Shares in certificated form, you should complete separate Tender Forms for Shares held under different designations. Additional Tender Forms will be available from the Receiving Agent, telephone number 0371 384 2440 for UK or +44 (0) 121 451 7047 for overseas holders, between the hours of 8.30 a.m. and 5.30 p.m. (UK time) Monday to Friday (except public holidays in England and Wales). Network providers' costs may vary. Calls to the Shareholder helpline from outside the UK will be charged at the applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder helpline can only provide information regarding the completion of Forms of Proxy and Tender Forms and cannot provide you with advice on the merits of the Tender Offer nor give financial, tax, investment or legal advice.
The completed and signed Tender Form should be sent either by post, using the reply-paid envelope (for use in the UK only) enclosed or by using your own envelope to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing West Sussex BN99 6DA, so as to arrive by no later than 1.00 p.m. on 12 November 2021. Subject to paragraph 5.3 below, no Tender Forms received after this time will be accepted. No acknowledgement of receipt of documents will be given. Any Tender Form received in an envelope postmarked from a Restricted Jurisdiction or otherwise appearing to Singer Capital Markets or its agents to have been sent from any Restricted Jurisdiction may be rejected as an invalid tender. Further provisions relating to Restricted Shareholders are contained in paragraph 11 of this Part 3.
The completed and signed Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title. If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent), the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent by no later than 1.00 p.m. on 12 November 2021 together with any share certificate(s) and/or other document(s) of title you may have available, accompanied by a letter stating that the (remaining) share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, by no later than 1.00 p.m. on 12 November 2021.
The Receiving Agent, acting as your agent, will effect such procedures as are required to transfer your Shares to Singer Capital Markets under the Tender Offer.
If you have lost your share certificate(s) and/or other document(s) of title, you should either call the Receiving Agent using the telephone numbers provided in paragraph 5.1.1 above or write to the Receiving Agent for a letter of indemnity in respect of the lost share certificate(s) and/or any other document(s) of title which, when completed in accordance with the instructions given, should be returned to the Receiving Agent at the address referred to in paragraph 5.1.2 so as to be received by no later than 1.00 p.m. on 12 November 2021.
If the Shares which you wish to tender are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares which you wish to tender in the Tender Offer to an escrow balance, specifying the Receiving Agent in their capacity as a CREST receiving agent under its participant ID (referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to escrow settles by no later than 1.00 p.m. on 12 November 2021.
If you are a CREST sponsored member, you should refer to your CREST Sponsor before taking any action. Your CREST Sponsor will be able to confirm details of your participant ID and the member account ID under which your Shares are held. In addition, only your CREST Sponsor will be able to submit the TTE Instruction to Euroclear in relation to the Shares which you wish to tender.
You should submit (or, if you are a CREST sponsored member, procure that your CREST Sponsor submits) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to the other information that is required for the TTE Instruction to settle in CREST, the following details:
the participant ID of the escrow agent, Equiniti Limited, in its capacity as a CREST receiving agent, this is 6RA06;
the member account ID of the escrow agent, Equiniti Limited, this is RA283101;
After settlement of the TTE Instruction, you will not be able to access the Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your escrow agent until completion, termination or lapse of the Tender Offer. If the Tender Offer becomes unconditional, the Receiving Agent will transfer the Shares which are accepted for purchase by Singer Capital Markets to itself as your agent for onward sale to Singer Capital Markets. You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST Sponsor) to enable a TTE Instruction relating to your Shares to settle prior to 1.00 p.m. on 12 November 2021. In connection with this, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of share certificate(s) and/or other document(s) of title or transfer to an escrow balance as described above) prior to 1.00 p.m. on 12 November 2021.
Notwithstanding the powers in paragraph 7 below, Singer Capital Markets reserves the right to treat as valid only Tender Forms and TTE Instructions which are received entirely in order by 1.00 p.m. on 12 November 2021, which are accompanied (in the case of Shares held in certificated form) by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof in respect of the entire number of Shares tendered. The Record Date for the Tender Offer is 6.00 p.m. 12 November 2021.
Notwithstanding the completion of a valid Tender Form or TTE Instruction, the Tender Offer may be suspended, terminate or lapse in accordance with the terms and conditions set out in this Part 3.
The decision of Singer Capital Markets as to which Shares have been validly tendered shall be conclusive and binding on the Shareholders who participate in the Tender Offer.
If you are in any doubt as to how to complete the Tender Form or how to submit a TTE Instruction or as to the procedures for tendering Shares, please call the Receiving Agent on +44 (0)333 207 6388 between 8.30 a.m. and 5.30 p.m. (UK time) Monday to Friday (except public holidays in England and Wales). Please note that the Receiving Agent cannot provide any financial, tax, investment or legal advice and calls may be recorded and monitored for security and training purposes. You are reminded that, if you are a CREST sponsored member, you should contact your CREST Sponsor before taking any action.
Where an accepted tender relates to Shares held in certificated form, cheques for the consideration due will be despatched at the Shareholder's own risk by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 1 of the Tender Form or, if none is set out, to the registered address of the tendering Shareholder shown in Box 3 of the Tender Form or, in the case of joint holders, the address of the Shareholder first named in the Register. All cash payments will be made in Sterling by cheque drawn on a branch of a UK clearing bank.
Where an accepted tender relates to Shares held in uncertificated form, the consideration due will be paid by means of CREST by the Receiving Agent (on behalf of Singer Capital Markets) procuring the creation of a CREST payment obligation in favour of the tendering Shareholder's payment bank in accordance with the CREST payment arrangements.
The payment of any consideration to Shareholders for Shares tendered in the Tender Offer will be made only after the relevant TTE Instruction has settled or (as the case may be) timely receipt by the Receiving Agent of the share certificate(s) and/or other requisite document(s) of title evidencing such Shares and any other documents required under the Tender Offer.
Each Shareholder by whom, or on whose behalf, a Tender Form or TTE Instruction (as applicable) is executed or submitted, irrevocably undertakes, represents, warrants and agrees to and with Singer Capital Markets (for itself and for the benefit of the Company, as the case may be and so as to bind himself, herself or itself, and his, her or its respective personal representatives, heirs, successors and assigns) that:
7.7. such Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by Singer Capital Markets to be desirable, in each case to complete the purchase of the Shares and/or to perfect any of the authorities expressed to be given hereunder;
7.8. such Shareholder, if an Overseas Shareholder, (a) is not in any Restricted Jurisdiction or in any territory in which it is unlawful to make or accept the Tender Offer or to use the Tender Form in any manner in which such person has used or will use it, (b) has fully observed any applicable legal and regulatory requirements of the territory in which such Overseas Shareholder is resident or located and (c) the invitation under the Tender Offer may lawfully be made to and accepted by him, her or it under the laws of the relevant jurisdiction;
A reference in this paragraph 7 to a Shareholder who holds Shares in certificated form includes a reference to the person or persons executing the Tender Form and, in the event of more than one person executing the Tender Form, the provisions of this paragraph will apply to them jointly and to each of them.
Receiving Agent in its capacity as the escrow agent will, within 14 Business Days of the Tender Offer terminating or lapsing, give instructions to Euroclear to transfer all Shares held in escrow balances and in relation to which it is the escrow agent for the purposes of the Tender Offer by TFE Instruction to the original available balances from which those Shares came. In any of these circumstances, Tender Forms and TTE Instructions will cease to have any effect.
such other information or representations should not be relied on as having been authorised by Singer Capital Markets or the Company. Under no circumstances should the delivery of this document or the delivery of any consideration pursuant to the Tender Offer create any implication that there has been no change in the assets, properties, business or affairs of the Company since the date of this document.
11.3. The Tender Offer is not being made to Restricted Shareholders. Restricted Shareholders are being excluded from the Tender Offer in order to avoid breaching applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of the Tender Form are not being and must not be mailed or otherwise distributed into a Restricted Jurisdiction, including to Shareholders with registered addresses in Restricted Jurisdictions, or to persons whom the Company or Singer Capital Markets knows to be custodians, nominees or trustees holding Shares for persons in Restricted Jurisdictions. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute or send them in or into a Restricted Jurisdiction or use such mails or any such means, instrumentality or facility in connection with the Tender Offer, as so doing will render invalid any related purported acceptance of the Tender Offer. Persons wishing to accept the Tender Offer should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to acceptance of the Tender Offer. Envelopes containing Tender Forms should not be postmarked from a Restricted Jurisdiction or otherwise despatched to a Restricted Jurisdiction and accepting Shareholders must not provide Restricted Jurisdiction addresses for the remittance of cash or return of Tender Forms.
11.4. A Shareholder will be deemed not to have made a valid tender if:
12.1. The terms of the Tender Offer shall have effect subject to such non-material modifications or additions as the Company and Singer Capital Markets may from time to time approve in writing. The times and dates referred to in this document may be amended by agreement between the Company and Singer Capital Markets and any such amendment shall be publicly announced as promptly as practicable by way of an RIS.
Shareholders should consider carefully all of the information set out in this document including, in particular, the risks associated with the Tender Offer described below, as well as their own personal circumstances, prior to making any decision as to whether or not to tender any Shares in the Tender Offer.
The Company's business, financial condition or operations could be materially and adversely affected by the occurrence of any of the risks described below. In such circumstances, the market price of the Shares could decline and investors could lose all or part of their investment. In particular, Shareholders should note that the past performance of the Shares should not be used as a guide to their future performance.
Additional risks and uncertainties which were not known to the Board at the date of this document or that the Board considers at the date of this document to be immaterial (based on the assumption that the resolution is passed at the General Meeting and the Tender Offer is implemented) may also materially and adversely affect the Company's business, financial condition or results or prospects.
Shareholders should be aware of the following considerations relating to the Tender Offer.
Changes in economic conditions (including, for example, changes in interest rates, rates of inflation, industry conditions and competition), political, diplomatic, social and demographic events and trends, tax laws and other factors such as the COVID-19 pandemic could substantially and adversely affect the value of the Company's portfolio and, as a consequence, the Company's investment performance, Share price and the returns attributable to Shareholders.
Any change in the Company's tax status, or in taxation legislation or in the interpretation or application of taxation legislation, could affect the value of investments held by the Company, the Company's ability to achieve its investment objective, the ability of the Company to provide returns to Shareholders and/or alter the post-tax returns of Shareholders. Shareholders should refer to the information contained in the Part 5 of this document in relation to any tax consequences relating to the Tender Offer.
The foregoing factors are not exhaustive and do not purport to be a complete explanation of all risks and significant considerations relating to the Tender Offer and the Company. Accordingly, additional risks and uncertainties not presently known to the Board may also have an adverse effect on the Tender Offer and/or the Company's business, financial condition or results or prospects.
The following comments are intended only as a general guide to certain aspects of current UK taxation law and HMRC published practice, do not constitute UK tax advice and are subject to subsequent changes (with potentially retrospective effect). They are of a general nature and apply only to Shareholders who are resident in the UK (except where otherwise indicated) and who hold their Shares as an investment. They do not address the position of certain classes of Shareholders such as dealers in securities, collective investment schemes, insurance companies or Shareholders who have acquired their Shares by virtue of an office or employment.
A Shareholder who sells Shares in the Tender Offer should be treated, for the purposes of UK taxation, as though the Shareholder has sold them in the normal way to a third party. Accordingly, and subject to the comments in the next paragraph, any such Shareholder who is UK resident for tax purposes may, depending on that Shareholder's particular circumstances, be subject to UK capital gains tax (or, in the case of a corporate Shareholder, UK corporation tax) in respect of any gain arising on such sale.
Individual Shareholders may have gains reduced by the Annual Exempt Amount which is £12,300 for the fiscal year 2021/22 or allowable losses, whereas corporate Shareholders subject to UK corporation tax may have their gains reduced by indexation allowance but this allowance will not create or increase an allowable loss. Under measures enacted in Finance Act 2018, indexation allowance (which applied solely to corporate bodies and not individuals from 6 April 2008) was frozen as at 31 December 2017 and no longer accrues past this date. Therefore, for chargeable assets disposed of on or after 1 January 2018 by corporate bodies, indexation allowance will only be calculated up to 31 December 2017. If an asset has been acquired after 31 December 2017, indexation allowance will no longer be available.
The current rates of UK capital gains tax applicable on the sale of Shares is 10 per cent, for individual Shareholders who are chargeable to UK income tax at the basic rate, and 20 per cent. for individual Shareholders taxable at rates other than the basic rate or where (and then to the extent only that) the Shareholder pays UK income tax at the basic rate of tax and the gain exceeds the unused portion of the Shareholder's basic rate band). Corporate Shareholders may be subject to UK corporation tax at the current rate of 19 per cent.
Shareholders who are not resident in the UK for taxation purposes will not normally be liable to UK taxation on chargeable gains arising from the sale of their Shares although they may be subject to taxation in a jurisdiction other than the UK depending on their particular circumstances. Individual Shareholders who are temporarily not resident in the UK for tax purposes may be liable to capital gains tax under tax anti-avoidance legislation.
An application has not been made to HMRC for clearance under section 748 of CTA 2010 or section 701 of ITA 2007 given that the anti-avoidance provisions contained in Part 15 of CTA 2010 or Chapter 2 of Part 13 of ITA 2007 should not apply to the Tender Offer. Part 15 of CTA 2010 and Chapter 2 of Part 13 of ITA 2007 permit HMRC to counteract tax advantages arising from certain transactions in securities by, for example, treating some or all of the proceeds of capital disposals as distributions of income. However, these sections do not apply where it can be shown, in the case of any corporation tax advantage, that the transactions in question were entered into for genuine commercial reasons and did not involve as one of their main objects the obtaining of any corporation tax advantage and, in the case of any income tax advantage, that the transactions in question did not involve the receipt of consideration in connection with a distribution by, or assets of, a close company (as set out in section 685 of ITA 2007) or did not involve, as one of their main purposes, the obtaining of any income tax advantage.
Stamp duty or stamp duty reserve tax at the rate of 0.5 per cent. of the Tender Price (in the case of stamp duty only, rounded up if necessary to the nearest £5 if the transaction is over £1,000; in the case of stamp duty reserve tax, rounded up if necessary to the nearest penny) will be payable by the Company on Shares repurchased by it pursuant to the Tender Offer.
If you are in any doubt as to your taxation position you should consult an appropriate professional adviser without delay. The information relating to taxation set out above is a general guide and is not exhaustive. It is based on law and practice currently in force in the UK and is subject to changes therein possibly with retrospective effect.
As at 14 October 2021 (being the latest practicable date prior to the publication of this document), the interests of each Director (together with their connected persons) in the voting rights of the Company were as follows:
| Percentage of | |
|---|---|
| issued share | |
| Shares | capital |
| 0.4% | |
| 1.1% | |
| 35,203 | 0.2% |
| No. of 68,719 196,371 |
As at 14 October 2021 (being the latest practicable date prior to the publication of this document), the Company was aware of the following interests in three per cent. or more of the issued share capital of the Company:
| Percentage of | ||
|---|---|---|
| No. of | issued share | |
| Shares | capital | |
| Lind Invest | 2,965,733 | 16.4% |
| Miton Global Opportunities | 1,325,004 | 7.3% |
| Barwon Investment Partners | 1,276,271 | 7.1% |
| LGT Capital Management | 1,051,932 | 5.8% |
| Premier Miton Worldwide Opportunities Fund | 570,000 | 3.2% |
The Board is not aware of any person or persons who, following the Tender Offer, will or could, directly or indirectly, jointly or severally, exercise control over the Company. There are no different voting rights for any Shareholder.
There has been no significant change in the financial position of the Company since 30 June 2021 (being the last financial period of the Company for which financial information has been published), save for the Dividend and the Anticipated Realisations as discussed in Part 1 of this document.
The Company and Singer Capital Markets entered into a repurchase agreement on 18 October 2021 pursuant to which the Company has agreed, subject to the Tender Offer becoming unconditional in all respects and not lapsing or terminating in accordance with its terms, to purchase from Singer Capital Markets, on the London Stock Exchange, such number of Shares as Singer Capital Markets shall purchase pursuant to the Tender Offer, at an aggregate price equal to the amount paid by Singer Capital Markets for its purchase of the tendered Shares. The Tender Offer may be terminated if any of the circumstances set out in paragraph 9 of Part 3 of this document has arisen or in the event that the Repurchase Agreement is terminated in accordance with its terms.
In acquiring Shares pursuant to valid tenders made under the Tender Offer and in selling such Shares to the Company, Singer Capital Markets will act as principal.
The Repurchase Agreement contains representations and warranties from the Company in favour of Singer Capital Markets and incorporates an indemnity in favour of Singer Capital Markets in respect of any liability which it may suffer in relation to its performance under the Tender Offer.
The Repurchase Agreement, which is stated not to create a relationship of agency between Singer Capital Markets and the Company, is governed by and construed in accordance with English law.
Singer Capital Markets, which is authorised and regulated in the UK by the FCA, has given and not withdrawn its written consent to the issue of this document with its letter and with the references to its name in the form and context in which they are included.
Copies of this document will be available for inspection on the Company's website (www.dunedinenterprise.com) and at the Company's registered office during normal business hours from the date of this document until the completion, lapse or termination of the Tender Offer.
Unless the context otherwise requires, the following words and expressions have the following meanings in this document:
| Basic Entitlement | the number of Shares that each Shareholder will be entitled to sell to Singer Capital Markets (expressed as a percentage), which will be calculated in accordance with the provisions of paragraph 2.2 of Part 3 of this document and is expected to be announced on 1 November 2021 |
|---|---|
| Board | the board of Directors of the Company or any duly constituted committee thereof |
| Business Day | any day other than a Saturday, Sunday or public holiday in England and Wales |
| Closing Date | 12 November 2021 |
| Companies Act | the Companies Act 2006, as amended |
| Company | Dunedin Enterprise Investment Trust plc, a company incorporated in Scotland with registered number SC052844 |
| Conditions | the conditions of the Tender Offer set out in paragraph 3 of Part 3 of this document |
| CREST | the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as operator pursuant to the CREST Regulations |
| CREST Manual | the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) |
| CREST Settlement Date | the date by which the consideration for Shares purchased in the Tender Offer will be settled by a CREST payment, expected to be on 18 November 2021 |
| CREST Sponsor | a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations) |
| CTA 2010 | Corporation Tax Act 2010, as amended |
| Directors | the directors of the Company |
| Euroclear | Euroclear UK & Ireland Limited, the operator of CREST |
| FCA | the Financial Conduct Authority of the United Kingdom including any replacement or substitute thereof, and any regulatory body or person succeeding, in whole or in part, to the functions thereof |
| Form of Proxy | the form of proxy for use by Shareholders at the General Meeting, which accompanies this document |
| FSMA | Financial Services and Markets Act 2000, as amended |
|---|---|
| General Meeting | the general meeting of the Company, notice of which is set out at the end of this document, at which the resolution will be proposed to approve the Tender Offer |
| HMRC | HM Revenue & Customs |
| Interactive Investor | Interactive Investor Services Limited, a company incorporated in England and Wales with registered number 02101863 |
| Interactive Investor Savings Product Investors |
investors in Shares through the Interactive Investor Savings Product Range |
| Interactive Investor Savings Product Range |
in order to facilitate investment in the Company, the arrangements put in place for the Company to be part of Interactive Investor's product range (formerly Alliance Trust Savings Limited), which includes an investment dealing account, stocks and shares ISA and SIPP |
| Investment Manager | Dunedin LLP, a limited liability partnership incorporated in Scotland with registered number SO302262 |
| ITA 2007 | Income Tax Act 2007, as amended |
| London Stock Exchange | London Stock Exchange plc |
| Net Asset Value or NAV | the net asset value of the Company which shall be the total value of all of the assets of the Company less its liabilities as determined by the Board and calculated in accordance with the Company's accounting policies (for the avoidance of doubt, this includes accumulated revenue reserves and current period revenue and is after the deduction of any borrowings at their fair value) |
| Net Asset Value per Share or NAV per Share |
the Net Asset Value divided by the number of Shares then in issue (excluding treasury shares) |
| Overseas Shareholders | Shareholders who are resident in, or citizens of, territories outside the United Kingdom, the Channel Islands and the isle of Man and not resident in, or citizens of, any of the Restricted Jurisdictions |
| Receiving Agent or Registrars | Equiniti Limited, a company incorporated in England and Wales with registered number 06226088 and having its registered office at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA |
| Record Date | 6.00 p.m. on 12 November 2021 |
| Register | the register of Shareholders |
| Regulatory Information Service or RIS | any of the regulatory information services set out in Appendix 3 of the listing rules of the FCA |
| Repurchase Agreement | the agreement dated 18 October 2021 between the Company and Singer Capital Markets relating to the repurchase by the Company on the London Stock Exchange of all the Shares purchased by Singer Capital Markets pursuant to the Tender Offer as summarised in paragraph 4 of Part 6 of this document |
| Restricted Jurisdiction | any of the following territories: Canada, Japan, New Zealand, the Republic of South Africa and the United States |
|---|---|
| Restricted Shareholders | Shareholders who are resident in, or citizens of, a Restricted Jurisdiction including for the avoidance of doubt US persons as defined in Regulation S under the United States Securities Act of 1933 (as amended) |
| Shareholders | holders of Shares |
| Shares or Ordinary Shares | ordinary shares of 25 pence each in the capital of the Company |
| Singer Capital Markets | Singer Capital Markets Limited, a private limited company incorporated in England and Wales with registered number 05792780 and whose registered office is at One Bartholomew Lane, London EC2N 2AX |
| Takeover Code | the UK City Code on Takeovers and Mergers |
| Takeover Panel | the Panel on Takeovers and Mergers |
| Tender Form | the tender form enclosed with this document for use by Shareholders who hold their Shares in certificated form in connection with the Tender Offer |
| Tender Offer | the invitation by Singer Capital Markets to each Shareholder (other than Restricted Shareholders and certain Overseas Shareholders) to tender up to their Basic Entitlement of Shares, and the acceptance of such tenders by Singer Capital Markets on the terms and subject to the conditions set out in this document and, in the case of Shares held in certificated form, the Tender Form, or any one or more of such invitation, tender or acceptance as the context requires |
| Tender Price | the fair value cum income NAV per Share (inclusive of undistributed revenue reserves) as at 30 September 2021, less a 1.2 per cent. discount, as calculated in accordance with paragraph 4 of Part 3 of this document |
| TTE Instruction | a transfer to escrow instruction, as defined by the CREST Manual |
| United Kingdom or UK | the United Kingdom of Great Britain and Northern Ireland |
| United States or US | the United States of America, its territories and possessions, any State of the United States and the District of Columbia |
(Incorporated in Scotland with registered number SC052844) (An investment company within the meaning of section 833 of the Companies Act 2006)
Notice is hereby given that a general meeting of Dunedin Enterprise Investment Trust plc (the "Company") will be held at the offices of Dickson Minto W.S., 16 Charlotte Square, Edinburgh EH2 4DF on 10 November 2021 at 11 a.m. to consider and, if thought fit, pass the following resolution as a special resolution.
That, without prejudice to and in addition to, and not in substitution for, any existing authorities, the Company be and is hereby authorised for the purpose of section 701 of the Companies Act 2006 (the "Companies Act") to make market purchases (within the meaning of section 693 of the Companies Act) of its issued ordinary shares of 25 pence each (the "Shares") following completion of the tender offer to all shareholders in the Company made by Singer Capital Markets Limited on the terms set out in the circular to shareholders of the Company dated 18 October 2021 (the "Circular") provided that:
By order of the Board Registered office: 2nd Floor, Easter Dalry House Dunedin LLP 3 Distillery Lane Company Secretary Edinburgh EH11 2BD
Dated: 18 October 2021
Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk and then log onto your portfolio using your usual ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on-screen instructions. The on-screen instructions give details on how to complete the appointment process. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 11 a.m. on 8 November 2021 (excluding any parts of the day that is not a business day).
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