Proxy Solicitation & Information Statement • Oct 21, 2022
Proxy Solicitation & Information Statement
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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 personalised 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 or to Sanctions Restricted Persons.
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.
The definitions used in this document are set out on pages 32 to 35 of this document.
(Incorporated in Scotland with registered number SC052844) (An investment company within the meaning of section 833 of the Companies Act 2006)
and
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 16 November 2022 at 12 noon (the "General Meeting") is set out at the end of this document.
All Shareholders are encouraged to vote in favour of the resolution to be proposed at the General Meeting and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf. A Form of Proxy for use in conjunction with the General Meeting is enclosed. 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 12 noon on 14 November 2022. Alternatively, you may appoint a proxy or proxies electronically by visiting www.sharevote.co.uk and following the instructions. Proxies submitted via www.sharevote.co.uk must be transmitted so as to be received by the Registrars by no later than 12 noon on 14 November 2022. Shareholders who hold their Shares in uncertificated form (that is, in CREST) may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the notice of General Meeting set out at the end of this document). Proxies submitted via CREST for the General Meeting must be transmitted so as to be received by the Registrars as soon as possible and, in any event, by no later than 12 noon on 14 November 2022. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform (please refer to the accompanying notes to the notice of General Meeting set out at the end of this document). Proxies submitted via Proxymity for the General Meeting must be transmitted so as to be received by the Registrars as soon as possible and, in any event, by no later than 12 noon on 14 November 2022.
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 Investor 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 or by use of the mails or by any means or instrumentality (including, but not limited to, facsimile, email, internet or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this document and related documents, including the Tender Form, are not being, and must not be in whole or in part, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Tender Offer. All shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to, forward this document and the Tender Form should read the further details in this regard which are set out in paragraph 11 of Part 3 of this document before taking any action.
The Tender Offer is not being made to Sanctions Restricted Persons.
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 1.00 p.m. on 18 November 2022. 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 instruction via 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 1.00 p.m. on 18 November 2022.
The Tender Offer will only be available to Shareholders whose names appear on the Register as at 6.00 p.m. on 18 November 2022 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 REASONABLE ENDEAVOURS TO TENDER THEIR BASIC ENTITLEMENT IN THE TENDER OFFER.
Your attention is drawn to the section headed "Action to be Taken" on page 4 of this document.
| Page | ||
|---|---|---|
| ACTION TO BE TAKEN BY SHAREHOLDERS | 4 | |
| EXPECTED TIMETABLE | 6 | |
| PART 1 | LETTER FROM THE CHAIRMAN | 7 |
| PART 2 | LETTER FROM SINGER CAPITAL MARKETS | 12 |
| PART 3 | TERMS AND CONDITIONS OF THE TENDER OFFER | 15 |
| PART 4 | RISKS ASSOCIATED WITH THE TENDER OFFER | 26 |
| PART 5 | TAXATION | 28 |
| PART 6 | ADDITIONAL INFORMATION | 30 |
| DEFINITIONS | 32 | |
| NOTICE OF GENERAL MEETING | 36 |
Only Shareholders whose names appear on the Register as at 6.00 p.m. on 18 November 2022 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 are resident in a jurisdiction other than the United Kingdom, you should refer to paragraph 11 of Part 3 of this document as you may not be able to participate in the Tender Offer.
THE TENDER OFFER WILL NOT BE MADE INTO, AND TENDERED SHARES WILL NOT BE ACCEPTED FROM, ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO. THIS DOCUMENT AND ANY RELATED DOCUMENTS DO NOT CONSTITUTE AN OFFER TO PURCHASE SHARES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE IN OR INTO THE UNITED STATES.
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 holders 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 only provide information in connection with the completion of Forms of Proxy and/or completion of Tender Forms and cannot provide you with financial, tax, investment or legal advice.
| 2022 | |
|---|---|
| Publication of this document and Tender Offer opens | 21 October |
| NAV per Share as at 30 September 2022, Tender Price and Basic Entitlement percentage announced |
1 November |
| Latest time and date for receipt of Forms of Proxy from Shareholders |
12 noon on 14 November |
| General Meeting | 12 noon on 16 November |
| Results of General Meeting announced | 16 November |
| Latest time and date for receipt of Tender Forms and submission of TTE Instructions from Shareholders |
1.00 p.m. on 18 November |
| Record Date and time for the Tender Offer | 6.00 p.m. on 18 November |
| Results of Tender Offer elections announced | 22 November |
| CREST accounts credited for revised uncertificated shareholdings of Shares (or, in the case of unsuccessful tenders, for entire holdings of Shares) |
By 24 November |
| CREST Settlement Date: payments through CREST made and CREST accounts settled |
24 November |
| Balancing share certificates and cheques despatched to certificated Shareholders |
Week commencing 28 November |
References to times in this document are to London time.
The dates set out in the expected timetable (other than in relation to the General Meeting) may be adjusted by the Company, in which event details of the new dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.
(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
21 October 2022
Dear Shareholders and Interactive Investor Savings Product Investors,
The Company announced in March 2022 that it has realised its investment in Incremental and, as announced on 7 October 2022, Dunedin Buyout Fund II LP has now completed the realisation of the investment in RED, the provider of SAP contract and permanent staff.
As set out in the Company's interim report, the Board has looked at opportunities to combine the proceeds of more than one realisation from the Company's portfolio before conducting a further tender offer in order to achieve economies in the process.
Following these realisations and in accordance with the Company's distribution and investment policies, the Board is therefore proposing to return up to £41 million to Shareholders pursuant to the Tender Offer. This represents a return of approximately 55 per cent. of the Company's Net Asset Value as at 30 June 2022.
The consideration for the purchase of Shares under the Tender Offer will be satisfied from the Company's special distributable reserve.
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 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 reasonable endeavours to tender their Basic Entitlement in the Tender Offer.
The Tender Offer will enable those Shareholders (other than Sanctions Restricted Persons, 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 1.0 per cent. discount to the NAV per Share (adjusted for the proposed Dividend) as at 30 September 2022. 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 expects will be a premium to the market price per Share without any dilution 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 Sanctions Restricted Persons, 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 2022, alongside the Company's NAV per Share as at 30 September 2022. The maximum number of Shares that will be purchased under the Tender Offer will be calculated by dividing £41 million by the Tender Price. The aggregate Basic Entitlement will equal the percentage of the Company's issued Share capital (excluding Shares held in treasury) 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 for listed securities 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 special distributable reserve.
The Tender Offer is subject to the conditions set out in paragraph 3 of Part 3 of this document and may be terminated in certain circumstances as set out in paragraph 9 of Part 3 of this document. Shareholders' attention is drawn, in particular, 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.
Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.
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 reasonable 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 existing authority to repurchase its own Shares, which was granted at the last annual general meeting of the Company held on 11 May 2022 and equated to authority to repurchase up to 1,969,207 Ordinary Shares (being approximately 14.99 per cent. of the Company's issued share capital as at the date of that meeting), will remain in force and will be unaffected by the Tender Offer.
The fixed costs relating to the Tender Offer are expected to be approximately £200,000 including VAT, assuming the Tender Offer is taken up in full. 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 £205,000. All costs and expenses relating to the Tender Offer will be borne by the Company. Assuming the Tender Offer is taken up in full, the costs of the Tender Offer are not expected to 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.
In order to comply with the Company's obligations under the UK's domestic and international sanctions regimes, Sanctions Restricted Persons are not entitled to participate in the Tender Offer. For the avoidance of doubt, neither the Dividend (as defined below) nor any consideration for Shares tendered pursuant the Tender Offer will be paid to a Sanctions Restricted Person.
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.
The Company has today announced an interim dividend for the financial year ending 31 December 2022 of 34 pence per Share which is to be paid on 24 November 2022 to Shareholders on the Register as at 6.00 p.m. on 4 November 2022 (the "Dividend").
This follows the Company's announcements of 25 August 2022 and 7 October 2022 that, following regulatory approval, Dunedin Buyout Fund II LP has realised the investment in RED, the provider of SAP contract and permanent staff, from which the Company has received £24.1 million of proceeds (the "RED Realisation"). The Company notes that this is an uplift of £0.4 million to the valuation of the investment in RED reported in the Company's interim report and accounts for the period ended 30 June 2022. In particular, of the £24.1 million of proceeds received from the RED Realisation, £4.0 million comprised income.
In line with the Company's investment policy, the Investment Manager will continue to conduct the 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.
Realisation opportunities will be considered by the Investment Manager as appropriate but there can be no certainty as to the precise timing or quantum of any such realisations which will depend, inter alia, on prevailing market conditions.
Consequently, there can also be no certainty as to the precise timing or quantum of any future returns of capital to Shareholders, if any, following receipt by the Company of the net proceeds of such realisations. Any future returns of capital to Shareholders will also be dependent on the Company's liabilities, its uncalled fund commitments and general working capital requirements.
The Board acknowledges the importance of monitoring the Company's ongoing costs as the realisation progresses and will continue to keep the options available to the Company under review. That said, following consideration of the Company's remaining investments and discussions with the Investment Manager and the Company's advisers, the Board does not currently anticipate putting formal proposals to Shareholders for a members' voluntary liquidation of the Company in the short to medium term while the orderly realisation continues. Furthermore, the Board considers maintaining the Company's listed status to be important during this stage of the orderly realisation, as it is aware that many Shareholders would be unable to hold the Shares, or greatly inconvenienced by holding them, if they were not admitted to trading on the London Stock Exchange. As the realisation progresses, the Board will continue to assess whether the Company's current arrangements remain in the interests of Shareholders as a whole and will continue to keep Shareholders informed as to the future of the Company.
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 16 November 2022 at 12 noon 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 9,000,000 Shares, representing approximately 68.5 per cent. of the issued Share capital of the Company 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 £41 million to Shareholders.
In order to be passed, the Tender Offer resolution, which will be proposed as a special resolution, will require at least 75 per cent. of the votes cast at the General Meeting to be voted in favour. 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.
All Shareholders are encouraged to vote in favour of the resolution to be proposed at the General Meeting and, if the Shares are not held directly, to arrange for their nominee to vote on their behalf.
Whether or not you wish to tender your Shares under the Tender Offer, you are requested to complete and return proxy appointments to the Registrars by one of the following means:
In each case, the proxy appointments must be received by the Registrars as soon as possible and, in any event, so as to arrive by no later than 12 noon on 14 November 2022. To be valid, the proxy appointment should be completed in accordance with the instructions accompanying it and lodged with the Registrars by the relevant time.
Completion and return of a proxy appointment will not prevent you from attending and voting in person at the General Meeting should you wish to do so.
If the resolution to be proposed at the General Meetings is not passed, the Tender Offer will not proceed.
Only Shareholders whose names appear on the Register on the Record Date, being 6.00 p.m. on 18 November 2022, 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 they are in the United Kingdom, or from another appropriately authorised independent financial adviser if they 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 Directors intend to use reasonable endeavours to vote in favour, or procure votes in favour, of the resolution to be proposed at the General Meeting in respect of each Directors' own beneficial holdings of Shares, which in aggregate amount to 190,818 Shares (representing approximately 1.45 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 reasonable endeavours to tender their Basic Entitlement in the Tender Offer.
Yours faithfully,
Duncan Budge Chairman
One Bartholomew Lane London EC2N 2AX
21 October 2022
Dear Shareholders
As explained in the letter from your Chairman in Part 1 of this document, Shareholders (other than Sanctions Restricted Persons, 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 Sanctions Restricted Persons, 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 Sanctions Restricted Persons, 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 18 November 2022. 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. 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.
Shareholders (other than Sanctions Restricted Persons, 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 via 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 18 November 2022.
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 18 November 2022, 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.
In order to comply with the Company's obligations under the UK's domestic and international sanctions regimes, Sanctions Restricted Persons are not entitled to participate in the Tender Offer.
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 28 November 2022 or (ii) by a CREST payment, to be made on 24 November 2022, as appropriate. CREST accounts will be credited by 24 November 2022 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 them 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. 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 such shareholder 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/she/it comes to hold or acquires an interest in 30 per cent. or more of the Shares following the Tender Offer or otherwise and he/she/it has purchased Shares or an interest in Shares when he/she/it had reason to believe that the Company would purchase its own Shares (under the Tender Offer or otherwise).
As at 19 October 2022 (being the latest practicable date prior to publication of this document), the Company was aware that Lind Invest held 2,098,424 Shares carrying approximately 15.97 per cent. of the Company's total voting rights. If Lind Invest chooses not to participate in the Tender Offer and the Tender Offer completes, the voting rights of the Shares held by Lind Invest may exceed 30 per cent. of the Company's total voting rights, depending on how many other Shares are successfully tendered pursuant to the Tender Offer. That said, the Company does not currently 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
2.5. The maximum number of Shares Singer Capital Markets will be obliged to purchase pursuant to the Tender Offer and which the Company will purchase pursuant to the Repurchase Agreement is 9,000,000 Shares (being equal to approximately 68.5 per cent. of the Company's issued share capital (excluding Shares held in treasury) as at the date of this document).
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 holders 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 18 November 2022. Subject to paragraph 5.3 of this Part 3, 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 18 November 2022 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 18 November 2022.
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 in this Part 3 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 this paragraph 5.1.2 of Part 3 so as to be received by no later than 1.00 p.m. on 18 November 2022.
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 18 November 2022.
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 ISIN number for the Shares, this is GB0005776561;
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 18 November 2022. 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 18 November 2022.
Notwithstanding the powers in paragraph 7 of this Part 3, 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 18 November 2022, 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. on 18 November 2022.
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 0371 384 2440 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.
6.5.2. where the Shares are held in uncertificated form (that is, in CREST) the unsold Shares will be transferred by the Receiving Agent by means of a TFE Instruction to the original available balance from which those Shares came.
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:
7.6. if such Shareholder holds Shares in certificated form, he, she or it will deliver to the Receiving Agent his, her or its share certificate(s) and/or other document(s) of title in respect of the Shares, or an indemnity acceptable to Singer Capital Markets in lieu thereof, or will procure the delivery of such document(s) to such person as soon as possible thereafter and, in any event, by no later than 1.00 p.m. on 18 November 2022;
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;
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.
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. The Tender Offer is not being made to Sanctions Restricted Persons. Sanctions Restricted Persons are being excluded from the Tender Offer in order to comply with the Company's obligations under the UK's domestic and international sanctions regimes.
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.
and trends, tax laws and other factors 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.
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 2022/23 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 the 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. The Finance Act 2021 has increased the main rate of UK corporation tax from 19 per cent. to 25 per cent.; the higher main rate of 25 per cent. will apply effective 1 April 2023 for those companies with profits over and above £250,000. The 19 per cent. rate will continue to be relevant where profits are below £50,000, with marginal relief for profits between £50,000 and £250,000.
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 1 of Part 13 of ITA 2007 should not apply to the Tender Offer. Part 15 of CTA 2010 and Chapter 1 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 19 October 2022 (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 | ||
|---|---|---|
| No. of | issued share | |
| Shares | capital | |
| Duncan Budge (Chairman) | 18,292 | 0.14% |
| Brian Finlayson | 148,555 | 1.13% |
| Angela Lane | 23,971 | 0.18% |
As at 19 October 2022 (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 | |
| Interactive Investor | 2,299,014 | 17.50% |
| Lind Invest | 2,098,424 | 15.97% |
| Hargreaves Lansdown | 1,126,454 | 8.57% |
| Miton Global Opportunities | 1,000,000 | 7.61% |
| LGT Capital Crown Listed Private Equity | 737,000 | 5.61% |
| Australian Retirement Trust | 696,079 | 5.30% |
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 2022 (being the last financial period of the Company for which financial information has been published), save for the RED Realisation as discussed in Part 1 of this document.
The Company and Singer Capital Markets entered into a repurchase agreement on 21 October 2022 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 2022 |
|---|---|
| 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 | 18 November 2022 |
| 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 24 November 2022 |
| 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 |
| Dividend | the interim dividend for the financial year ending 31 December 2022 of 34 pence per Share, announced on 21 October 2022, which is to be paid on 24 November 2022 to Shareholders on the Register as at 6.00 p.m. on 4 November 2022 |
| Euroclear | Euroclear UK & International 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 usual 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 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 18 November 2022 |
| RED Realisation | has the meaning given to it in Part 1 of this document |
| Register | the register of Shareholders |
| Repurchase Agreement | the agreement dated 21 October 2022 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 |
| • that is otherwise the subject of or in violation of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: h t t p s : / / w w w . t r e a s u r y . g o v / o f a c / downloads/ssi/ssilist.pdf (the "SSI List"), (b) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the "EU Annexes"), or (c) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes |
|
|---|---|
| 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 Securities 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 Sanctions Restricted Persons, 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 but adjusted for the proposed Dividend) as at 30 September 2022, less a 1.0 per cent. discount, as calculated in accordance with paragraph 4 of Part 3 of this document |
| TFE Instruction | a transfer from escrow instruction, as defined by the CREST Manual |
| 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 16 November 2022 at 12 noon to consider and, if thought fit, pass the following resolution as a special resolution.
That without prejudice to, and in addition to, 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 Securities Limited on the terms set out in the circular to shareholders of the Company dated 21 October 2022 (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: 21 October 2022
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