Prospectus • Nov 26, 2024
Prospectus
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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 are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is 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 the United Kingdom.
This document has been prepared, and a copy of it has been sent to the Jersey Financial Services Commission ("JFSC"), in accordance with the Collective Investment Funds (Certified Funds – Prospectuses) (Jersey) Order 2012. The JFSC does not take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed in this document. This document comprises a prospectus relating to Geiger Counter Limited (the "Company"), prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") made under the UK Prospectus Regulation.
This Prospectus has been approved by the FCA as competent authority under the UK Prospectus Regulation. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer that is the subject of this Prospectus, nor should it be considered as an endorsement of the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the New Ordinary Shares.
Applications will be made to the FCA for all of the Existing Ordinary Shares to be admitted to listing in the closed-ended investment funds category of the Official List and to the London Stock Exchange for all of the Existing Ordinary Shares to be admitted to trading on the Main Market (the "Initial Admission"). Applications will also be made for all of the New Ordinary Shares issued pursuant to the Placing Programme and all of the New Ordinary Shares issued pursuant to the 2025 Subscription Rights Issue to be admitted to listing in the closed-ended investment funds category of the Official List and to trading on the Main Market (each a "Subsequent Admission"). It is expected that Initial Admission will become effective and that dealings for normal settlement in those Ordinary Shares will commence on 28 November 2024. Upon Initial Admission, the admission of the Existing Ordinary Shares to listing on the Official List of The International Stock Exchange ("TISE") will be cancelled. It is expected that any Subsequent Admission(s) pursuant to the Placing Programme will become effective and that dealings for normal settlement in such New Ordinary Shares will commence between 28 November 2024 and 21 November 2025. It is expected that Subsequent Admission pursuant to the 2025 Subscription Rights Issue will become effective and that dealings for normal settlement in such Ordinary Shares will take place on 9 May 2025. The Ordinary Shares will not be dealt on any other recognised investment exchange and no applications for the Ordinary Shares to be traded on such other exchanges have been made or are currently expected.
The Company and each of the Directors, whose names appear on page 28 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.
Prospective investors should read the entire document and, in particular, the section headed "Risk Factors" beginning on page 8 when considering an investment in the Company.
(Incorporated in Jersey with limited liability under the Companies (Jersey) Law 1991 with registered number 93672)
Investment Manager
Sponsor, Corporate Broker TISE Sponsor and Sole Bookrunner
Cavendish Capital Markets Limited Ogier Corporate Finance Limited
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as sponsor, corporate broker and sole bookrunner and no-one else in connection with the proposed Initial Admission, Placing Programme, 2025 Subscription Rights Issue and each Subsequent Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cavendish, or for providing advice in relation to the proposed Initial Admission, Placing Programme, 2025 Subscription Rights Issue and each Subsequent Admission. Cavendish will not regard any other person as their customer nor be responsible to any other person for providing the protections afforded to customers of Cavendish nor for providing advice in relation to the arrangements detailed in this document or in relation to such proposals generally.
Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by the FCA or under FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Cavendish, and any person affiliated with Cavendish, makes no representation or warranty, express or implied, nor accepts any responsibility whatsoever for, the contents of this Prospectus or any supplementary prospectus published by the Company prior to 21 November 2025, including its accuracy or completeness, nor for any other statement made or purported to be made by it, or on its behalf, the Company or any other person in connection with the Company, the Ordinary Shares, the Initial Admission, the Placing Programme, the 2025 Subscription Rights Issue or any Subsequent Admission and nothing contained in this Prospectus, or any such supplementary prospectus, is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Cavendish (together with its affiliates) does not assume any responsibility for the accuracy, completeness or verification of this Prospectus, or any supplementary prospectus, and accordingly, to the fullest extent permitted by law, disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Prospectus, any supplementary prospectus or any such statement. Cavendish has not authorised the contents or any part of this document.
Ogier Corporate Finance Limited ("TISE Sponsor"), which is a member of TISE, is the sponsor to the listing of the Existing Ordinary Shares on TISE and is acting solely for the Company and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the TISE Sponsor or for providing advice in relation to any matter referred to in this document.
Prospective investors should rely only on the information contained in this Prospectus (together with any supplementary prospectus published by the Company prior to Admission of the relevant Ordinary Shares). No person has been authorised to give any information or make any representations other than those contained in this Prospectus and any supplementary prospectus published by the Company prior to 21 November 2025 and, if given or made, such information or representations must not be relied upon as having been so authorised by the Company, Cavendish, the Investment Manager, or any of their respective affiliates, officers, directors, employees or agents. Without prejudice to the Company's obligations under the UK Prospectus Regulation, the Prospectus Regulation Rules, the UK Listing Rules, the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, neither the delivery of this Prospectus nor any subscription for or purchase of New Ordinary Shares made pursuant to the Placing Programme or the 2025 Subscription Rights Issue shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus.
In connection with the Placing Programme and the 2025 Subscription Rights Issue, Cavendish, and any of its affiliates acting as an investor for its or their own account(s), may take up a portion of, subscribe for or purchase Ordinary Shares as a principal position and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such Ordinary Shares, any other securities of the Company or other related investments in connection with the Placing Programme, the 2025 Subscription Rights Issue or otherwise. Accordingly, references in this Prospectus to the New Ordinary Shares being issued, offered, subscribed or otherwise dealt with, should be read as including any issue or offer to, or subscription or dealing by, Cavendish and any of its affiliates acting in such capacity as an investor for its or their own account(s). In addition, Cavendish or its affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which Cavendish or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Neither Cavendish nor any of its affiliates intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.
The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act ("Regulation S")), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. The New Ordinary Shares are being offered or sold outside the United States to persons who are not US Persons in reliance on Regulation S. In addition, the Company has not been and will not be registered under the United States Investment Company Act of 1940, (as amended) (the "US Investment Company Act"), and the recipients of this document will not be entitled to the benefits of that Act. This document must not be distributed into the United States or to US Persons. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of these securities or determined if this document is truthful or complete. Any representation to the contrary is a US criminal offence.
This Prospectus does not constitute, and may not be used for the purposes of, an offer to sell, or the solicitation of an offer to acquire or subscribe for, New Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Cavendish. The offer and sale of New Ordinary Shares has not been and will not be registered under the applicable securities laws of Canada, Japan, Australia or the Republic of South Africa. Subject to certain exemptions, the New Ordinary Shares may not be offered to or sold within Canada, Japan, Australia or the Republic of South Africa or to any national, resident or citizen of Canada, Japan, Australia or the Republic of South Africa. Neither the Company nor Cavendish, nor any of their respective representatives, is making any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisers as to the legal, tax, business, financial and related aspects of a purchase of the New Ordinary Shares.
Dated: 22 November 2024
| SUMMARY | 1 | |
|---|---|---|
| RISK FACTORS 8 | ||
| IMPORTANT INFORMATION 17 | ||
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS 25 | ||
| STATISTICS | 27 | |
| DEALING CODES 27 | ||
| DIRECTORS, MANAGEMENT AND ADVISERS 28 | ||
| PART 1 | INFORMATION ON THE COMPANY 30 | |
| PART 2 | INVESTMENT OPPORTUNITY 40 | |
| PART 3 | DIRECTORS, MANAGEMENT AND ADMINISTRATION 42 | |
| PART 4 | FINANCIAL INFORMATION ON THE COMPANY 50 | |
| PART 5 | THE PLACING PROGRAMME AND THE 2025 SUBSCRIPTION RIGHTS ISSUE 59 | |
| PART 6 | TERMS AND CONDITIONS OF APPLICATION UNDER ANY PLACING UNDER THE PLACING PROGRAMME 69 |
|
| PART 7 | TAXATION 83 | |
| PART 8 | ADDITIONAL INFORMATION 90 | |
| PART 9 | DEFINITIONS 130 |
| 1. | Introduction and warnings |
|---|---|
| a. | Name and ISIN of securities |
| Ordinary Shares of no par value TIDM: GCL |
|
| ISIN: GB00B15FW330 | |
| b. | Identity and contact details of the issuer |
| Name: Geiger Counter Limited (the "Company") (incorporated in Jersey with limited liability under the Companies (Jersey) Law 1991 (the "Jersey Companies Law") with registered number 93672) Registered Office: Ordnance House, 31 Pier Road, St. Helier, Jersey JE4 8PW Tel: +44 (0) 1534 825 200 Legal Entity Identifier (LEI): 549300O6PWGLLYV1QX57 |
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| c. | Identity and contact details of the authority approving this prospectus |
| Name: Financial Conduct Authority Address: 12 Endeavour Square, London, E20 1JN, United Kingdom Tel: +44 (0) 20 7066 1000 |
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| d. | Date of approval of this prospectus |
| 22 November 2024 | |
| e. | Warnings |
| This summary should be read as an introduction to this Prospectus. Any decision to invest in the new Ordinary Shares to be issued pursuant to the Placing Programme and/or the 2025 Subscription Rights Issue (the "New Ordinary Shares") should be based on a consideration of the Prospectus as a whole by the prospective investor. The investor could lose all or part of the invested capital. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of this Prospectus, or where it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the New Ordinary Shares. |
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| 2. | Key information on the issuer |
| a. | Who is the issuer of the securities? |
| i. | Domicile and legal form, LEI, applicable legislation and country of incorporation The Company is a limited liability company, registered and incorporated in Jersey under the Jersey Companies Law on 6 June 2006 with registered number 93672. The Company's LEI is 549300O6PWGLLYV1QX57. The Company constitutes and is regulated as a collective investment fund under the Collective Investment Funds (Jersey) Law 1988, as amended (the "Jersey Funds Law") and orders made thereunder and is also subject to the Code of Practice for Certified Funds (the "Jersey Funds Code") published by the Jersey Financial Services Commission ("JFSC"). The Company is a certified fund for the purposes of Article 8 of Jersey Funds Law (the JFSC is protected by Jersey Funds Law against liability arising from the discharge of its functions under that law). The Company does not have a fixed life. However, the Articles provide that at each annual general meeting the Directors shall propose an Ordinary Resolution that the Company continues its business as presently constituted (a "Continuation Resolution"). If such Continuation Resolution is passed, a further Continuation Resolution shall be put to Shareholders at the annual general meeting thereafter. If any Continuation Resolution is not passed, the Directors will be required to put proposals for the reconstruction, reorganisation or winding up of the Company to the Shareholders for their approval as soon as practicable and in any event within four months of the date of the annual general meeting at which the Continuation Resolution was proposed. |
| Principal activities | |
| ii. | The principal activity of the Company is to invest in accordance with the Company's published investment policy with a view to achieving its investment objective. |
| iii. | Investment objective The investment objective of the Company is to deliver attractive returns to Shareholders principally in the form of capital growth. |
| iv. | Major Shareholders |
| So far as is known to the Company, as at 19 November 2024 (being the latest practicable date prior to the publication of this Prospectus (the "Latest Practicable Date")) the following persons hold, directly or indirectly, five per cent. or more of the existing issued Ordinary Shares ("Existing Ordinary Shares") or the Company's voting rights: |
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| Name Number of Existing Ordinary Shares held % of voting rights |
|
| Hargreaves Lansdown Asset Management 30,293,940 19.84 |
|
| Interactive Investors Services Ltd 13,825,777 9.06 |
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| Integralife UK 9,461,894 6.20 |
| Directors Statutory auditor Share class Ordinary * As at the Latest Practicable Date. |
Ian Reeves CBE (Chairman), Gary Clark and James Leahy. KPMG Channel Islands Limited ("KPMG") of 37 Esplanade, St. Helier, JE4 8WQ, Jersey. What is the key financial information regarding the issuer? Table 1: Additional Information relevant to closed end funds Total NAV* (unaudited) £91.8 million The selected historical financial information set out below, which has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and the requirements of the Jersey Companies Law, has been extracted without material adjustment from the statutory accounts of the Company for the three financial years ended 30 September 2021, 30 September 2022 and 30 September 2023, and the interim unaudited accounts of the Company for the six months ended 31 March 2023 and the six months ended 31 March 2024. Table 2: Income statement for closed end funds |
No. of shares* 11,474,445 Ordinary Shares held in treasury) |
141,199,804 (excluding | NAV per share* 64.99 |
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|---|---|---|---|---|---|---|
| Statement of Comprehensive Income | Interim accounts for the six months to 31 March 2024 (unaudited) |
Financial year ended 30 September 2023 (audited) |
Interim accounts for the six months to 31 March 2023 (unaudited) |
Financial year ended 30 September 2022 (audited) (£'000) |
Financial year ended 30 September 2021 (audited) (£'000) |
|
| 8,315 | (7,459) | 2,642 | 29,161 | |||
| (35) | 51 | (23) | (7) | |||
| Revenue | ||||||
| 119 | ||||||
| 29,273 | ||||||
| (447) | ||||||
| (581) | ||||||
| Total expenditure | (918) | (1,035) | (1,875) | (1,028) | ||
| taxation | 7,388 | (8,412) | 988 | 28,245 | ||
| Finance costs | (382) | - | (162) | (33) | ||
| 7,006 | (8,412) | 826 | 28,212 | |||
| (5) | (7) | (15) | (5) | |||
| 7,001 | (8,419) | 811 | 28,207 | |||
| 7,001 | (8,419) | 811 | 28,207 | |||
| per share) | 5.36p | (6.26)p | 0.67p | 29.26p | ||
| Income Total income/(loss) Expenditure Other expenses Statement of |
Capital gains/(losses) on investments Gains/(losses) on investments held at fair Exchange gains/(losses) Investment Manager's fee (Loss)/profit before finance costs and (Loss)/profit before taxation Irrecoverable withholding taxation (Loss)/profit after taxation Total comprehensive (expense)/income Total return per ordinary share (pence As at 31 March 2024 (unaudited) (£'000) |
(£'000) 26 8,306 (713) (205) Table 3: Balance sheet for closed end funds |
As at 30 September 2023 |
(£'000) (£'000) 24,910 65 177 31 25,152 (7,377) (1,056) (542) (445) (493) (1,501) 23,651 (582) 23,069 (9) 23,060 23,060 17.05p As at 31 March 2023 |
244 2,863 (931) (944) As at 30 September As at 30 September 2022 (audited) |
| Investments held at fair |
104,920 | 98,037 | 67,066 | 74,568 | 52,759 |
|---|---|---|---|---|---|
| value through profit or loss |
|||||
| Current assets | |||||
| Other receivables |
- | 3 | - | 11 | 12 |
| Cash and cash equivalents |
21 | 12 | 14 | 246 | 138 |
| Total assets | 104,941 | 98,052 | 67,080 | 74,825 | 52,909 |
| Current liabilities |
|||||
| Bank overdraft | (14,205) | (10,780) | (11,359) | (9,963) | (5,049) |
| Other payables | (367) | (273) | (201) | (178) | (141) |
| Total liabilities | (14,572) | (11,053) | (11,560) | (10,141) | (5,190) |
| Net assets | 90,369 | 86,999 | 55,520 | 64,684 | 47,719 |
| Stated capital and reserves |
|||||
| Stated capital | 74,286 | 77,917 | 77,917 | 78,662 | 62,508 |
| Capital reserve | 19,505 | 11,225 | (20,102) | (12,694) | (14,220) |
| Revenue reserve |
(3,422) | (2,143) | (2,295) | (1,284) | (569) |
| Equity shareholders' funds |
90,369 | 86,999 | 55,520 | 64,684 | 47,719 |
| Number of ordinary shares in issue |
127,748,708 | 134,544,153¹ | 134,539,251 | 136,809,153² | 102,746,227 |
| Net asset value per ordinary share (pence) |
70.74p | 64.66p | 41.27p | 47.46p | 46.44p |
¹ Excluding 4,902 Ordinary Shares held in treasury by the Company. For the purposes of calculating the Net Asset Value per Ordinary Share, the number of Ordinary Shares in issue as at 30 September 2023 was 134,539,251.
² Including 505,000 Ordinary Shares held in treasury by the Company. For the purposes of calculating the Net Asset Value per Ordinary Share, the number of Ordinary Shares in issue as at 30 September 2022 was 136,304,153.
The Company holds a position in High Power Exploration Inc ("HPX"), an unquoted global mineral exploration company, representing approximately 2.7 per cent. of the Company's Net Asset Value as at the Latest Practicable Date. This is the Company's only unquoted position with any significant attributable value. HPX's position was recorded by the Company at a carrying amount of £1,502,852 measured at fair value as at 30 September 2023 based on a private placement price (which took place in March 2021) less a 65 per cent. discount. However, the actual value the Company may realise from HPX could differ to the carrying value due to a number of uncertainties, including whether HPX will be able to list through an IPO in the foreseeable future and whether it will continue to be able to rely on its parent company for ongoing liquidity. KPMG have been unable to obtain a sufficient level of information in respect of HPX in order to conclude whether the valuation technique and methodology applied in deriving the carrying value as at 30 September 2023 is appropriate. Therefore, they have been unable to obtain sufficient appropriate audit evidence over the carrying value of HPX as at this date and on the related gain on investment held at fair value for the year then ended and, for this reason, they provided a qualified audit opinion in respect of the financial statements for the year ended 30 September 2023. KPMG also qualified their audit opinion on the Company's financial statements for the years ended 30 September 2022 and 30 September 2021 regarding this same matter. In May 2024, the Company participated in an equity raise for HPX for an amount of US\$1.7 million. At the time of signing the interim accounts for the six months to 31 March 2024 the Company's investment in HPX was valued at £2,364,488 and represented 2.4 per cent. of the Company's portfolio.
| Company may have to sell investments in order to reduce gearing, which may give rise to a significant loss of value compared to the book value of the investments, as well as a reduction in income from investments. • The Company accounts for its activities, and reports its NAV, in pounds sterling while a significant proportion of its investments are made and realised in other currencies. The movement of exchange rates between pounds sterling and other currencies in which any of the Company's investments are denominated may have a material effect, unfavourable or favourable, on the Company's returns on its investments and may increase the volatility of the NAV and price of the Ordinary Shares. • CQS (UK) LLP's (trading as Manulife CQS Investment Management) (the "Investment Manager") employees play key roles in the operation of the Company. The future success of the Company therefore depends on the continued service of these individuals. The Investment Manager may not be successful in its efforts to recruit, retain and motivate the required personnel as the market for qualified investment professionals is extremely competitive, which could have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and returns to Shareholders. • The Company may invest in securities that are not readily tradable or may accumulate investment positions that represent a significant multiple of the normal trading volumes of an investment, which may make it difficult for the Company to sell its investments and may lead to volatility in the price of the Ordinary Shares. • The Company's investment portfolio is relatively concentrated. As a result, the investment portfolio carries a higher degree of stock-specific risk than a more diversified portfolio. If the value of even one of the Company's larger investments were to decline materially, this would have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and the Company's returns to Shareholders. • Subject to the restrictions set out in the Company's investment policy, the Company may occasionally utilise derivative instruments for gearing and investment purposes to enhance the performance of the Company in the pursuit of its objectives. Such instruments inherently contain much greater leverage than a non-margined purchase of the underlying security or instrument. Many such financial instruments are subject to variation or other interim margin requirements, which may force premature liquidation of investment positions. Derivative transactions may also expose the Company to the creditworthiness of counterparties and their ability to satisfy the terms of such contracts. Accordingly, the Company's use of derivative instruments may expose the Company to greater risk and have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and returns to Shareholders. |
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| 3. | Key information on the securities |
| a. | What are the main features of the securities? |
| i. | Type, class and ISIN of the securities being admitted to trading on a regulated market The securities that are in issue at the date of this document and may be issued under the Placing Programme and pursuant to the 2025 Subscription Rights Issue are Ordinary Shares of no par value each in the capital of the Company. |
| The ISIN of the Existing Ordinary Shares is GB00B15FW330. | |
| ii. | Currency, denomination, par value, number of securities issued and term of the securities |
| The Company is a no par value company and, accordingly, none of the Ordinary Shares have a par value. The Ordinary Shares have no fixed term. Following Initial Admission, New Ordinary Shares may be issued pursuant to the Placing Programme and the 2025 Subscription Rights Issue. The maximum number of New Ordinary Shares that may be issued pursuant to the Placing Programme is 300 million. The Subscription Right enables each Shareholder to subscribe for one New Ordinary Share for every five Ordinary Shares held on 30 April in each year at a price equal to the undiluted Net Asset Value per Ordinary Share on 1 May in the previous year (or if such day is not a Business Day, the next following day). |
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| iii. | Rights attached to the securities |
| Holders of Ordinary Shares shall be entitled to receive, and to participate in, any dividends declared in relation to the Ordinary Shares. | |
| On a winding-up, the liquidator shall, subject to Jersey Companies Law, apply the assets of the Company in such manner and order as they think fit in satisfaction of creditors' claims. The assets available for distribution among the members shall then be divided among the members pro rata to the number of Ordinary Shares held by each member. |
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| Holders of Ordinary Shares will be entitled to attend and vote at all general meetings of the Company and, on a poll, to one vote for each Ordinary Share held. |
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| The Subscription Right enables each Shareholder to subscribe in cash for new Ordinary Shares on the basis of one new Ordinary Share for every five Ordinary Shares held on 30 April in each year at a price equal to the undiluted Net Asset Value per Ordinary Share on 1 May in the previous year (or if such day is not a Business Day, the next following day). Ordinary Shares issued pursuant to the exercise of Subscription Rights will not rank for any dividends or other distributions declared, paid or made on the Ordinary Shares by reference to a record date prior to the relevant |
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| Subscription Date but, subject thereto, will rank in full for all dividends and other distributions declared, paid or made on the Ordinary Shares and otherwise will rank pari passu in all other respects with the Ordinary Shares in issue at the relevant Subscription Date. At the annual general meeting of the Company in 2026 and at every fifth subsequent annual general meeting thereafter, the Directors intend to propose an ordinary resolution for the continuation of the Subscription Right mechanism. If such resolution is not passed, the Directors will formulate proposals to be put to Shareholders to amend the memorandum and articles of association of the Company (the "Articles") in order to remove the Subscription Right. The consent in writing of a majority of the holders of Ordinary Shares or the sanction of an ordinary resolution passed at a meeting of the holders of Ordinary Shares will be required for the variation of any rights attached to the Ordinary Shares. |
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| The Ordinary Shares are not redeemable. | |
| iv. | Relative seniority of the securities in the event of insolvency On a winding-up or a return of capital by the Company, the holders of Ordinary Shares shall be entitled to all of the Company's remaining net assets after taking into account any creditors' claims. |
| vi. | Dividend policy |
|---|---|
| It is not envisaged that any income derived from the Company's investments will be distributed by way of dividend. This does not preclude the Directors from declaring a dividend on the Ordinary Shares at any time in the future if they consider it appropriate to do so. To the extent that a dividend is declared, it will be paid in compliance with any applicable laws. |
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| b. | Where will the securities be traded? |
| Application will be made to the FCA for all of the Existing Ordinary Shares to be admitted to listing in the closed-ended investment funds category of the Official List and to the London Stock Exchange for all of the Existing Ordinary Shares to be admitted to trading on the London Stock Exchange's main market (the "Main Market"). Upon Initial Admission, the admission of the Existing Ordinary Shares to listing on the Official List of The International Stock Exchange ("TISE") will be cancelled. No application has been made or is currently intended to be made for the Ordinary Shares to be admitted to listing or trading on any other stock exchange. Application will be made to the FCA for all of the New Ordinary Shares to be issued pursuant to the Placing Programme and/or the 2025 Subscription Rights Issue to be admitted to listing in the closed-ended investment funds category of the Official List and to the London Stock Exchange for all such New Ordinary Shares to be admitted to trading on the Main Market. |
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| c. | What are the key risks that are specific to the securities? |
| • The value of an investment in the Company, and the income derived from it, if any, may go down as well as up and an investor may not get back the amount invested. • There can be no guarantee that a liquid market in the Ordinary Shares will exist. Accordingly, Shareholders may be unable to realise their Ordinary Shares at the quoted market price or at all. • The existence of the Subscription Right may result in the dilution of the NAV per Ordinary Share and/or a Shareholder's voting rights. The Ordinary Shares have an annual Subscription Right which means that the equivalent of 20 per cent. of the issued Ordinary Share capital is under option at any time. Assuming the Subscription Rights are exercised in full pursuant to the 2025 Subscription Rights Issue and the Company's issued share capital does not otherwise change following the date of this Prospectus, a Shareholder holding 1 per cent. of the issued share capital of the Company (excluding Ordinary Shares held in treasury) who does not exercise their Subscription Rights would hold 0.83 per cent. of the issued share capital of the Company immediately following Admission pursuant to the 2025 Subscription Rights Issue. However, if a Shareholder exercises their Subscription Rights pursuant to the 2025 Subscription Rights Issue, that Shareholder's percentage interest in the Ordinary Share capital will not be reduced below their percentage interest in the Ordinary Share capital of the Company immediately prior to the Subscription Date (assuming the Company neither issues any Ordinary Shares, other than pursuant to the exercise of Subscription Rights, nor purchases any Ordinary Shares). The perceived risk of NAV dilution may cause the market price of the Ordinary Shares to reflect a lesser sensitivity to increases in the NAV per Ordinary Share than might otherwise be expected. • The Company may issue new equity in the future pursuant to the Placing Programme or otherwise. The Articles contain pre-emption rights for Shareholders in relation to issues of shares in consideration for cash unless otherwise approved by Shareholders by special resolution. Where pre-emption rights are disapplied, any additional equity financing will be dilutive to the voting rights of those Shareholders who cannot, or choose not to, fully participate in such equity financing. Assuming that 300 million Ordinary Shares are issued pursuant to the Placing |
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| Programme (being the maximum number of New Ordinary Shares available thereunder), a Shareholder holding 1 per cent. of all Ordinary Shares in issue immediately following Initial Admission who did not participate in any of the Placings under the Placing Programme would hold 0.32 per cent. of the Company's issued share capital following the conclusion of the Placing Programme. |
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| 4. | Key information on the admission to trading on a regulated market |
| a. | Under which conditions and timetable can I invest in this security? |
| i. | General terms and conditions |
| The Placing Programme Following Initial Admission, the Directors may issue up to 300 million New Ordinary Shares pursuant to the Placing Programme should the Ordinary Shares be trading at a premium to NAV per Ordinary Share at the relevant time. Subject to the Company obtaining Shareholder approval to issue shares on a non-pre-emptive basis, the Placing Programme may be implemented by a series of Placings at the Placing Programme Price during the period from 28 November 2024 to 21 November 2025 (or any earlier date on which it is fully subscribed or otherwise at the discretion of the Directors). |
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| Each issue of New Ordinary Shares pursuant to a Placing under the Placing Programme is conditional, inter alia, on: (i) the Sponsor and Placing Programme Agreement becoming otherwise unconditional in respect of the relevant Placing (save for any condition relating to the relevant Subsequent Admission) and not having been terminated in accordance with its terms prior to the relevant Subsequent Admission; (ii) the relevant Subsequent Admission occurring not later than 8.00 a.m. on such date as may be agreed between the Company and Cavendish prior to the closing of the Placing, not being later than 21 November 2025; (iii) the Placing Programme Price being determined by the Directors; (iv) the Company having obtained the necessary Shareholder authorities; and (v) a valid supplementary prospectus being published by the Company if such is required by the Prospectus Regulation Rules. |
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| The Placing Programme Price of any Placing will be determined by the Company and will be not less than the prevailing published Net Asset Value per Ordinary Share at the time of issue together with a premium to at least cover the costs and expenses of such issue (including, without limitation, any placing commissions). |
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| 2025 Subscription Rights Issue | |
| Pursuant to the 2025 Subscription Rights Issue each Shareholder is entitled to subscribe for New Ordinary Shares on the basis of one New Ordinary Share for every five Existing Ordinary Shares registered in the name of the Shareholder on the Record Date at a price per New Ordinary Share equal to the undiluted NAV per Ordinary Share of 74.58 pence as at 1 May 2024. |
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| The actual number of New Ordinary Shares to be issued pursuant to the 2025 Subscription Rights Issue is not known as at the date of this Prospectus but will be notified by the Company through a Regulatory Information Service prior to the relevant Subsequent Admission. Based on the number of Existing Ordinary Shares and on the assumption that the Subscription Rights are exercised in full, a maximum of 28,239,961 New Ordinary Shares will be issued pursuant to the 2025 Subscription Rights Issue raising gross proceeds of £21,061,362 and expected estimated net proceeds of £20,804,458. Application will be made for the New Ordinary Shares to be issued pursuant to the 2025 Subscription Rights Issue to be admitted to trading on the Main Market. |
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| ii. | Expected Timetable of Principal Events 2024 |
| Cancellation of listing on TISE in respect of the Existing Ordinary Shares | 28 November | ||
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| Initial Admission of the Existing Ordinary Shares and dealings in such Ordinary Shares commence on the Main Market |
8.00 a.m. on 28 November | ||
| Placing Programme | 2024-2025 | ||
| Placings under the Placing Programme | between 28 November 2024 and 21 November 2025 |
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| Publication of Placing Programme Price in respect of each Placing | as soon as practicable in conjunction with each Placing |
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| Announcement of the results of each Placing | as soon as practicable following the closing of each Placing |
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| Admission and crediting of CREST accounts in respect of New Ordinary Shares issued pursuant to each Placing |
as soon as practicable following the allotment of New Ordinary Shares pursuant to a Placing |
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| Where applicable, definitive share certificates in respect of New Ordinary Shares issued pursuant to each Placing despatched by post |
within 10 Business Days following the Admission of New Ordinary Shares pursuant to a Placing |
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| 2025 Subscription Rights Issue | 2025 | ||
| Record Date for exercise of Subscription Rights | 6.00 p.m. on 31 March | ||
| Latest time and date for lodging completed Application Form and payment in respect of the 2025 Subscription Rights Issue exercised by Shareholders holding their Ordinary Shares in certificated form |
5.00 p.m. on 28 April | ||
| Latest time and date for settlement of USE Instruction and payment in respect of the 2025 Subscription Rights Issue exercised by Shareholders holding their Ordinary Shares in uncertificated form |
5.00 p.m. on 28 April | ||
| Subscription Date | 30 April | ||
| Announcement of the results of the 2025 Subscription Rights Issue | 5 May | ||
| Admission and dealings in New Ordinary Shares pursuant to the 2025 Subscription Rights Issue |
8.00 a.m. on 9 May | ||
| CREST accounts credited with uncertificated New Ordinary Shares pursuant to the 2025 Subscription Rights Issue |
9 May | ||
| Where applicable, definitive share certificates in respect of the New Ordinary Shares issued pursuant to the 2025 Subscription Rights Issue |
within 28 days of Admission pursuant to the 2025 Subscription Rights Issue |
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| iii. | Details of admission to trading on a regulated market | ||
| Applications will be made to the FCA for all of the Existing Ordinary Shares and New Ordinary Shares to be issued pursuant to the Placing Programme and the 2025 Subscription Rights Issue to be admitted to listing in the closed-ended investment funds category of the Official List and to the London Stock Exchange to be admitted to trading on the Main Market. |
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| iv. | Plan for distribution Following Initial Admission, the Company may issue up to 300 million New Ordinary Shares pursuant to the Placing Programme. The maximum number of New Ordinary Shares available under the Placing Programme is intended to provide flexibility and should not be taken as an indication of the number of New Ordinary Shares that will be issued. Based on the number of Existing Ordinary Shares and on the assumption that the Subscription Rights are exercised in full, 28,239,961 New Ordinary Shares will be issued pursuant to the 2025 Subscription Rights Issue. Any issues of New Ordinary Shares will be notified by the Company through a Regulatory Information Service and the Company's website prior to each Admission. |
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| v. | Amount and percentage of immediate dilution resulting from the issue | ||
| Assuming that 300 million New Ordinary Shares are issued pursuant to the Placing Programme (being the maximum number of New Ordinary Shares available thereunder) and the Company's issued share capital does not otherwise change following the date of this Prospectus, there would be a dilution of approximately 68 per cent. in Shareholders' voting control of the Company (assuming that such Shareholders choose not to, or are unable to, participate in any Placings under the Placing Programme). However, there will not be any dilution in the NAV per Ordinary Share as a result of any Placing under the Placing Programme. |
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| Assuming that the Subscription Rights are exercised in full pursuant to the 2025 Subscription Rights Issue and the Company's issued share capital does not otherwise change following the date of this Prospectus, there would be a dilution of approximately 16.7 per cent. in Shareholders' voting control of the Company (assuming that such Shareholders choose not to, or are unable to, exercise their Subscription Rights pursuant to the 2025 Subscription Rights Issue). If the NAV per Ordinary Share at the time of exercise of any Subscription Rights exceeds the Subscription Price, the issue |
| of the New Ordinary Shares upon such exercise will also have a dilutive effect on the NAV per Ordinary Share. The extent of such dilution will depend on the number of New Ordinary Shares that are subscribed for and the difference between the Subscription Price and the NAV per Ordinary Share prevailing at the time the New Ordinary Shares are issued pursuant to the exercise of the Subscription Rights under the 2025 Subscription Rights Issue. The perceived risk of dilution may cause the market price of the Ordinary Shares to reflect a lesser sensitivity to increases in the NAV per Ordinary Share than might otherwise be expected. |
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| As at the Latest Practicable Date, the Existing Ordinary Shares were trading at a 23.8 per cent. discount to the NAV per Ordinary Share. Should that level of discount persist, there should be no expectation that any New Ordinary Shares will be issued pursuant to the Placing Programme. |
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| As at the Latest Practicable Date, the mid-market share price of the Existing Ordinary Shares was 49.5 pence. Were the Ordinary Shares to be trading at a price below the Subscription Price of 74.58 pence ahead of the Subscription Date of 30 April 2025, there should be no expectation that any New Ordinary Shares will be subscribed for pursuant to the 2025 Subscription Rights Issue. |
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| vi. | Estimate of the total expenses of the issue | |
| The costs and expenses of Initial Admission are expected to be £754,815 (plus VAT, where appropriate). The costs and expenses of each issue of New Ordinary Shares under the Placing Programme will depend on subscriptions received and the relevant Placing Programme Price, but are expected to be no more than 2 per cent. of the gross proceeds of each such issue under the Placing Programme. The costs and expenses of any Placing will be covered by issuing such New Ordinary Shares at not less than the prevailing published Net Asset Value per Ordinary Share at the time of issue together with a premium to at least cover the costs and expenses of such issue (including, without limitation, any placing commissions), such that any Placing will have a neutral or accretive impact on the Net Asset Value per Ordinary Share. For illustrative purposes only, assuming 300 million New Ordinary Shares are issued pursuant to the Placing Programme (being the maximum number of New Ordinary Shares available thereunder), and assuming such shares are issued at 66.2 pence per New Ordinary Share, this would result in gross issue proceeds under the Placing Programme of £198.9 million, with the aggregate costs and expenses payable by the Company expected to be no more than £3.9 million. |
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| Assuming the Subscription Rights are exercised in full, the costs and expenses of the 2025 Subscription Rights Issue are expected to be approximately £246,291 (plus VAT, where appropriate). |
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| vii. | Estimated expenses charged to the investor | |
| The costs and expenses in connection with Initial Admission will be borne by the Company and are expected to be £754,815 (plus VAT, where appropriate). No expenses will be charged to investors by the Company. |
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| The costs and expenses of any Placing will be paid by the Company. Such costs and expenses will be covered by issuing such New Ordinary Shares at not less than the prevailing published Net Asset Value per Ordinary Share at the time of issue together with a premium to at least cover the costs and expenses of such issue (including, without limitation, any placing commissions), such that any Placing will have a neutral or accretive impact on the Net Asset Value per Ordinary Share. |
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| Assuming the Subscription Rights are exercised in full, the costs and expenses in connection with the 2025 Subscription Rights Issue will be borne by the Company and are expected to be £246,291 (plus VAT, where appropriate). No expenses will be charged to investors by the Company. |
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| b. | Why is this prospectus being produced? | |
| i. | Reasons for admission to trading on a regulated market | |
| Further to the Company's announcement on 22 March 2024, the Board has determined to move the Company's admission from trading on TISE to admission to listing in the closed-ended investment funds category of the Official List and to trading on the Main Market. Over the past 18 months, uranium prices have experienced significant volatility. As of19 November 2024, uranium prices were around US\$80.4 per pound. This marked a notable increase from mid-2023, where prices hovered around \$40-45 per pound. In the last quarter of 2023, uranium prices surged by over 50 per cent., with a rapid increase from US\$46 per pound in August 2023 to over US\$70 per pound by December. |
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| As the Company continues to grow, the Board believes that the Company's migration from its admission on TISE to admission to listing in the closed ended investment funds category of the Official List and to trading on the Main Market will broaden the Company's appeal to a wider range of investors. |
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| Reasons for the issue | ||
| The 2025 Subscription Rights Issue is being made in accordance with the Subscription Right embedded in the Articles which was introduced by the Company in 2021 as a means to meet the Board's objectives of growing the Company's asset base. The Directors believe that an increase in the Company's issued Ordinary Share capital and total assets through the implementation of the Placing Programme and 2025 Subscription Rights Issue should reduce the Company's expense ratio as the fixed operating costs of running the Company would be spread over a greater asset base. Each of the Placing Programme and the 2025 Subscription Rights Issue is implemented in order to raise funds to invest in accordance with the published investment policy and objective of the Company. |
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| The Directors intend to use the net proceeds of any Placing pursuant to the Placing Programme and the 2025 Subscription Rights Issue to acquire investments in accordance with the Company's investment objective and investment policy. The Directors, as advised by the Investment Manager, believe that there are attractive opportunities for the Company to deliver long-term capital returns for Shareholders. |
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| The use and estimated net amount of the proceeds | ||
| ii. | The net proceeds of any Placings under the Placing Programme are dependent on the number of New Ordinary Shares issued and the relevant Placing Programme Price(s). For illustrative purposes only, assuming 300 million New Ordinary Shares are issued pursuant to the Placing Programme (being the maximum number of New Ordinary Shares available thereunder), and assuming such shares are issued at 66.2 pence per New Ordinary Share, this would result in gross issue proceeds under the Placing Programme of £198.9 million and expected net issue proceeds of at least £194.9 million. |
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| The number of New Ordinary Shares to be issued pursuant to the 2025 Subscription Rights Issue is not known as at the date of this Prospectus but will be notified by the Company through a Regulatory Information Service announcement prior to Admission pursuant to the 2025 Subscription Rights Issue. Based on the number of Existing Ordinary Shares and on the assumption that the 2025 Subscription Rights Issue is exercised in full, a maximum of 28,239,961 New Ordinary Shares will be issued pursuant to the 2025 Subscription Rights Issue raising gross proceeds of £21,061,362 and expected estimated net proceeds of £20,804,458. |
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| The Directors intend to use the net proceeds of any Placing pursuant to the Placing Programme and the 2025 Subscription Rights Issue to acquire investments in accordance with the Company's investment objective and investment policy. |
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| iii. | Underwriting Neither the Placing Programme nor the 2025 Subscription Rights Issue is being underwritten. |
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| iv. | Material conflicts of interest |
Investment in the Company should not be regarded as short-term in nature and involves a degree of risk. Accordingly, investors should consider carefully all of the information set out in this document and the risks attaching to an investment in the Company including, in particular, the risks described below.
The Directors believe that the risks described below are the material risks relating to the Company and the Ordinary Shares at the date of this document. Additional risks and uncertainties not currently known to the Directors, or that the Directors deem immaterial at the date of this document, may also have an adverse effect on the performance of the Company and the value of the Ordinary Shares. Investors should review this document carefully and in its entirety and consult with their professional advisers before making any investment in the Company.
As required by the UK Prospectus Regulation, the risk that the Directors consider to be the most material risk in each category, taking into account the negative impact on the Company and the probability of its occurrence, has been set out first. Given the forward-looking nature of the risks, there can be no guarantee that any such risk is, in fact, the most material or the most likely to occur. Investors should, therefore, review and consider each risk.
The investment objective of the Company is to deliver attractive returns to Shareholders principally in the form of capital growth. The Company's financial condition, performance and prospects and, therefore, its ability to meet its investment objective depend on a wide variety of factors (many of which are outside its control), including, but not limited to:
Accordingly, there can be no guarantee that there will be any appreciation in the value of the Company's investments or that the Company will achieve its investment objective.
An investor may not get back the amount originally invested. The Company can offer no assurance that its investments will generate gains or income or that any gains or income that may be generated on particular investments will be sufficient to offset any losses that may be sustained.
There is no guarantee that the Company will perform in the same way as it has performed previously. Past performance is not indicative of future results.
The Company may use gearing to seek to enhance long-term capital growth and for the purposes of capital flexibility and efficient portfolio management. The Company may be geared through bank borrowings and any such other methods as the Board may determine.
Whilst the use of gearing should enhance the total return on the Ordinary Shares where the return on the Company's underlying assets is rising and exceeds the cost of gearing, it will have the opposite effect where the return on the Company's underlying assets is rising at a lower rate than the cost of gearing or where such return is falling, both further reducing the total return on the Ordinary Shares. As a result, the use of gearing by the Company may increase the volatility of the Net Asset Value per Ordinary Share.
As a result of gearing, any reduction in the value of the Company's investments may lead to a correspondingly greater percentage reduction in its Net Asset Value (which is likely to adversely affect the price of an Ordinary Share). Any reduction in the number of Ordinary Shares in issue (for example, as a result of buybacks) will, in the absence of a corresponding reduction in gearing, result in an increase in the Company's level of gearing.
To the extent that a fall in the value of the Company's investments causes gearing to rise to a level that is not consistent with the Company's gearing policy or borrowing limits, the Company may have to sell investments in order to reduce gearing, which may give rise to a significant loss of value compared to the book value of the investments, as well as a reduction in income from investments.
The Company will pay interest on any borrowings. As such, the Company may be exposed to interest rate risk due to fluctuations in the prevailing market rates, any changes in which may have a positive or a negative effect on the Company's cost of borrowing and Net Asset Value. Interest rates have increased significantly over the past couple of years and may continue to do so in the future as markets continue to be volatile.
The Company utilises a bank overdraft provided by BNP Paribas, London Branch. During the past twelve months to the date of this document the average gearing level has been 15.5 per cent. and £11.2 million is currently drawn down on that facility.
The Company has no employees and the Directors are all non-executive. The Company therefore relies on third party service providers to perform its executive functions. In particular, the Investment Manager and the Administrator perform services that are integral to the Company's operations and financial condition, performance and prospects. Failure by any service provider to:
could have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and, accordingly, on returns to Shareholders.
The activities of the Company are substantially dependent upon the skill, judgment and expertise of the Investment Manager, which is responsible on a day-to-day basis for acquiring, managing and disposing of investments for the Company. Although the Board monitors the performance of the Investment Manager and the Company's underlying investments, the Investment Manager has significant discretion as to the implementation of the Company's investment strategies. Accordingly, the Company is heavily reliant on, and its success depends to a significant extent on, the Investment Manager's ability to identify investment opportunities as well as to assess the import of news and events that may affect commodities markets, financial markets, and general economic conditions and/or the Company's investments.
The Company's investment policy envisages that the Company may utilise derivative instruments for gearing and investment purposes to enhance the performance of the Company in the pursuit of its objectives, subject always to the investment restrictions set out therein. Examples of such derivative instruments include index-linked notes, contracts for differences, options, futures, options on futures, swaps and warrants and they may be traded both on-exchange and over-the-counter.
Leverage may be generated through the use of such financial instruments, which inherently contain much greater leverage than a non-margined purchase of the underlying security or instrument. This is due to the fact that, generally, only a very small portion (and in some cases none) of the value of the underlying security or instrument is required to be paid in order to make such leveraged investments. As a result of any leverage employed by the Company, small changes in the value of the underlying assets may cause a relatively large change in the Net Asset Value of the Company. Many such financial instruments are subject to variation or other interim margin requirements, which may force premature liquidation of investment positions. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. Derivative transactions may also expose the Company to the creditworthiness of counterparties and their ability to satisfy the terms of such contracts. Where the Company enters into derivative transactions, it will be exposed to the risk that the counterparty may default on its obligations to perform under the relevant contract.
Accordingly, the Company's use of derivative instruments may expose the Company to greater risk and have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and returns to Shareholders.
The Company does not currently, and has not in the past, utilised derivative instruments for gearing or investment purposes.
The Company is subject to laws and regulations enacted by European, national and local governments. In particular, the Company will be required to comply with certain regulatory requirements that are applicable to closed-ended investment companies with their shares admitted to trading on a regulated market.
Investee companies and the performance of their underlying securities are subject to laws and regulations which relate to, among other things, the climate, environmental compliance, health and safety requirements and planning permissions. All of these laws and regulations are specialist, technical and subject to change, which may be retrospective, and changes in regulations could adversely affect the performance of the underlying securities of the investee companies and therefore the returns generated by such companies. The mining sector, in particular, is a highly regulated industry and significant factors such as rising awareness of, and focus on, the environmental impact of the mining industry mean that the regulatory environment for investee companies invested in the mining industry is dynamic.
Any change in the law and regulation affecting the Company and its investee companies may have a material adverse effect on the ability of the Company to carry on its business and successfully pursue its investment policy and on the value of the Company and/or the Ordinary Shares. In such event, the investment returns of the Company may be materially adversely affected.
The Investment Manager's employees play key roles in the operation of the Company. The Company depends on the diligence, skill and judgment of the Investment Manager's investment professionals. The future success of the Company therefore depends on the continued service of these individuals, who are not obliged to remain employed with the Investment Manager, and the Investment Manager's ability to strategically recruit, retain and motivate new talented personnel. The Investment Manager may not be successful in its efforts to recruit, retain and motivate the required personnel as the market for qualified investment professionals is extremely competitive, which could have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and returns to Shareholders.
There can be no assurance that the specific investment strategies utilised for the Company will produce profitable results. In particular, these strategies mean that the Investment Manager mainly seeks to invest in companies associated with exploring, mining or producing uranium and such companies carry risks that are not always associated with companies operating in other sectors. The exploration, mining and production of metal and mineral deposits involves significant uncertainties, many of which are difficult to predict and often affected by factors outside the control of the investee company, including environment, climate, the geopolitical environment, unexpected geological formations, radiation risks, rock falls, flooding, pollution and the availability of suitable labour. Profitable investment is often dependent on anticipating trends or trading patterns. Markets subject to random price fluctuations, rather than defined trends or patterns, may generate unsuccessful investments. There have been periods in the past when the markets have been subject to limited and ill-defined price movements, and such periods may recur. Any factor which may lessen major price trends (such as governmental controls affecting the markets) may reduce the prospect for future investment profitability. Any factor which would make it difficult to enter into transactions, such as reduced liquidity or extreme market developments resulting in limit moves, could also be detrimental to profits. No assurance can be given that the techniques and strategies of the Investment Manager will be profitable in the future.
While the Investment Manager might develop new investment strategies in the future, any such strategies may not be thoroughly tested before being employed and may not, in any event, be successful. Were the Investment Manager to attempt to implement new strategies, the risk/reward profile of the Company could be shifted significantly towards increased levels of risk.
Under the terms of the Investment Management Agreement, the Investment Manager may resign as investment manager with respect to the Company's investments by giving the Company not less than 12 months' written notice. The Investment Manager's appointment may also terminate immediately upon the occurrence of certain events.
In any of these circumstances, the Directors would have to find a replacement investment manager with respect to the Company's investments and there can be no assurance that such a replacement with the necessary skills and experience could be appointed on terms acceptable to the Company or that any delay in so doing would not adversely affect the performance of the Company as the ability of the Company to execute its investment objective and investment policy may be adversely affected. In the event that no suitable replacement can be found, the Directors would have to formulate and put forward to Shareholders proposals for the future of the Company which may include its merger with another investment company, reconstruction or winding-up.
The Investment Manager is not required to commit all of its resources to the Company's affairs. Insofar as the Investment Manager devotes resources to its responsibilities to other business interests, its ability to devote resources and attention to the Company's affairs may be limited. This could adversely affect the Company's ability to achieve its investment objective, which could have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and returns to Shareholders.
The Investment Manager and its affiliates manage other accounts and other collective investment vehicles. These accounts may employ similar or different investment strategies and could increase the level of competition for the same trades or positions that the Company might otherwise make, including the priorities of order entry. This could make it difficult or impossible to take or liquidate a position of a particular security at a satisfactory price. Moreover, in such situations, the Company may not be able to engage in as large a portion of a transaction as it otherwise would. The Investment Manager, its affiliates and their principals may employ investment methods, policies and strategies for their clients that differ from those under which the Company operates. Further, the Investment Manager, its affiliates and their principals may give advice and recommend investments to other managed accounts or investment funds which differ from advice given to, or investments recommended or bought for, the Company, even though their investment policies may be the same or similar. Therefore, the performance of the Company's investment portfolio may differ from those of other accounts managed by the Investment Manager, its affiliates or their principals. If these conflicts of interest are managed to the detriment of the Company by the Investment Manager, its affiliates or their principals they could materially and adversely affect the performance of the Company.
The performance of the Company will be affected by the performance of the securities of companies associated with exploring, mining or producing uranium, which will in turn be affected by the performance of those companies themselves. The exploration, mining and production of metal and mineral deposits involves significant uncertainties and investee companies will be subject to all of the hazards and risks normally encountered in such activities. Many of these are difficult to predict and are often affected by factors outside the control of the investee company. They include, amongst others, issues relating to the environment, the climate, the geopolitical environment, local and international regulatory requirements, licensing terms, planning permissions, unexpected geological formations, radiation risks, rock falls, flooding, pollution, legal liabilities, the availability and reliability of plant and equipment, the scaling-up of operations, the reliance on key individuals, local finance and tax regimes, foreign currency repatriation, capital and budget constraints, contractors and suppliers, local employment regulations and practices, employment unions and the availability of suitable labour. In addition, there is often no guarantee that the estimates of quantities and grades of metals and minerals disclosed by investee companies will be available for extraction. Falls in the price of uranium or impact on demand for uranium may adversely affect the Company's profitability, Net Asset Value, returns to Shareholders and the price of the Ordinary Shares. There can be no assurance that the realisation of operational and geological risks and hazards by investee companies and the costs associated with them will not materially adversely affect the Company's financial condition, performance and prospects.
Investee companies may be established or operate in jurisdictions where legal, administrative or tax uncertainties, ambiguities, inconsistencies and anomalies might arise which would not necessarily exist in the UK. In particular, difficulties might arise in seeking to obtain redress through the courts in the relevant overseas jurisdictions.
Greater concentration of investments in any one sector may result in greater volatility in the value of the Company's investments and consequently its NAV and may materially and adversely affect the Company's profitability, Net Asset Value, the price of the Ordinary Shares and returns to Shareholders.
The Company accounts for its activities, and reports its NAV, in pounds sterling while a significant proportion of its investments are made and realised in other currencies. The movement of exchange rates between pounds sterling and other currencies in which any of the Company's investments are denominated may have a material effect, unfavourable or favourable, on the Company's returns on its investments and may increase the volatility of the NAV and price of the Ordinary Shares.
The Company may invest in securities that are not readily tradable or may accumulate investment positions that represent a significant multiple of the normal trading volumes of an investment, which may make it difficult for the Company to sell its investments and may lead to volatility in the price of the Ordinary Shares. Investors should not expect that the Company will necessarily be able to realise, within a period which they would otherwise regard as reasonable or at all, such investments and any such realisations that may be achieved may be at a considerably lower price than prevailing indicative share prices and the value used to calculate the NAV, thereby resulting in a decrease in the NAV.
From time to time, the Company may invest in smaller capitalisation companies whose securities also have limited liquidity. Such investments may therefore trade less frequently and in small volumes. As a result, changes in the value of such investments may be more unpredictable. This could make it difficult or impossible to take or liquidate a position of a particular security at a satisfactory price. In certain cases, it may not be possible to sell the security at the last market price quoted or at what the Investment Manager would consider a fair value. This could have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and the Company's returns to Shareholders.
The Company may invest in restricted securities for which there is no established resale market, including non-publicly traded securities. The Company might only be able to liquidate these positions at disadvantageous prices, thereby resulting in a diminution in the Company's NAV. Further, companies whose securities are not publicly traded will generally not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities.
Before making investments, the Investment Manager conducts such due diligence as is deemed reasonable and appropriate based on the facts and circumstances applicable to each investment. There can be no assurance that due diligence investigations with respect to any investment opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating that investment opportunity. Any failure by the Investment Manager to identify relevant facts through the due diligence process may lead to inappropriate investment decisions, which could have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and returns to Shareholders.
The Company's investment portfolio is relatively concentrated, with exposure to the top five investee companies typically representing between 50 per cent. and 80 per cent. of the investment portfolio. As a result, the investment portfolio carries a higher degree of stock-specific risk than a more diversified portfolio. If the value of even one of the Company's larger investments were to decline materially, this would have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and the Company's returns to Shareholders.
The day-to-day operations of the entities in which the Company invests will typically be the responsibility of the directors and employees of the underlying entity and the Company will have little or no control over the management, operations or investments of the entities in which it invests, save for those rights that it has as an investor conferred by its investments and, as a result, the Company may not always be in a position to protect its participation effectively.
It is possible that the management, financing, operating, distribution or other policies of the companies or other investments in which the Company invests may be changed from time to time potentially without the requirement of a vote or other approval of the Company. This may have a material adverse effect on the Company's profitability, Net Asset Value, the price of the Ordinary Shares and the Company's returns to Shareholders.
Subscribers for Ordinary Shares will not be investors in or have direct interests in the underlying securities in which the Company invests and will have no standing or recourse against the underlying portfolio companies, their directors or any of their affiliates.
Although the Company expects to receive information from its investments regarding their performance, the Investment Manager may have little or no means of independently verifying this information and ensuring that such information is received in a timely manner, if at all.
The value of an investment in the Company, and the income derived from it, if any, may go down as well as up and an investor may not get back the amount invested.
The market price of the Ordinary Shares, like shares in all investment companies, may fluctuate independently of their underlying Net Asset Value per Ordinary Share and may trade at a discount or premium at different times, depending on factors such as supply and demand for the Ordinary Shares, market conditions and general investor sentiment. There can be no guarantee that any discount control policy will be successful or capable of being implemented. The market value of an Ordinary Share may therefore vary considerably from its NAV.
The price at which the Ordinary Shares will be traded and the price at which investors may realise their investment will be influenced by a large number of factors, some specific to the Company and its investments and some which may affect companies generally. Admission should not be taken as implying that there will be a liquid market for the Ordinary Shares. Consequently, the share price may be subject to greater fluctuation on small volumes of trading of Ordinary Shares and the Ordinary Shares may be difficult to sell at a particular price. The market price of the Ordinary Shares may not reflect their underlying Net Asset Value.
While the Directors retain the right to effect repurchases of Ordinary Shares in the manner described in this document, they are under no obligation to use such powers or to do so at any time and Shareholders should not place any reliance on the willingness of the Directors so to act. Shareholders have no right to have their Ordinary Shares redeemed or bought back by the Company at any time and, therefore, Shareholders wishing to realise their Ordinary Shares will be required to dispose of them in the market. There can be no guarantee that a liquid market in the Ordinary Shares will be maintained or that the Ordinary Shares will trade at prices close to their underlying Net Asset Value. Accordingly, Shareholders may be unable to realise their investment at such Net Asset Value or at all.
The Ordinary Shares have an annual Subscription Right which means that the equivalent of 20 per cent. of the issued Ordinary Share capital is under option at any time. On each occasion the Subscription Rights are exercised, this will increase the number of Ordinary Shares in issue and hence dilute the voting rights of any Shareholders who do not exercise a corresponding proportion of the Subscription Rights exercised. Assuming the Subscription Rights are exercised in full pursuant to the 2025 Subscription Rights Issue and the Company's issued share capital does not otherwise change following the date of this document, a Shareholder holding 1 per cent. of the issued share capital of the Company (excluding Ordinary Shares held in treasury) who does not exercise their Subscription Rights would hold 0.83 per cent. of the issued share capital of the Company immediately following Admission pursuant to the 2025 Subscription Rights Issue. However, if a Shareholder exercises their Subscription Rights pursuant to the 2025 Subscription Rights Issue, that Shareholder's percentage interest in the Ordinary Share capital will not be reduced below their percentage interest in the Ordinary Share capital of the Company immediately prior to the Subscription Date (assuming the Company neither issues any Ordinary Shares, other than pursuant to the exercise of Subscription Rights, nor purchases any Ordinary Shares).
The extent of any actual dilution of the NAV per Ordinary Share on each occasion Subscription Rights are exercised will depend on the number of Ordinary Shares issued as a result of such exercise and the difference between the Subscription Price and the undiluted NAV per Ordinary Share prevailing at the time the new Ordinary Shares are issued pursuant to such exercise. The perceived risk of NAV dilution may cause the market price of the Ordinary Shares to reflect a lesser sensitivity to increases in the NAV per Ordinary Share than might otherwise be expected.
In the case of any Ordinary Shares whose Subscription Rights have not been exercised on or before a Subscription Date, such Subscription Rights will cease to have any value unless a trustee appointed by the Company determines that the net proceeds of sale of the Ordinary Shares that would arise on the exercise of such rights after deduction of all the costs and expenses of sale would exceed the costs of exercise of such rights.
The Company may issue new equity in the future pursuant to the Placing Programme or otherwise. While the Articles contain pre-emption rights for Shareholders in relation to issues of shares in consideration for cash, the Company currently has authority to issue Ordinary Shares on a non-pre-emptive basis until the Company's annual general meeting in 2025 under the Placing Programme. Where pre-emption rights are disapplied, any additional equity financing will be dilutive to the voting rights of those Shareholders who cannot, or choose not to, fully participate in such equity financing. Assuming 300 million New Ordinary Shares were issued pursuant to the Placing Programme (being the maximum number of New Ordinary Shares available thereunder), a Shareholder holding 1 per cent. of all Ordinary Shares in issue immediately following Initial Admission who did not participate in any of the Placings under the Placing Programme would hold 0.32 per cent. of issued share capital following the conclusion of the Placing Programme.
Changes in tax legislation or practice, whether in the UK, Jersey or elsewhere, could affect the value of investments held by the Company, affect the ability of the Company to provide returns to Shareholders, and affect the tax treatment for Shareholders of their investments in the Company.
In the event that withholding taxes are imposed with respect to any of the Company's investments, the effect will generally be to reduce the income received by the Company on such investments.
Should the tax authorities of any jurisdiction other than Jersey seek to treat the Company as resident in such other jurisdiction, this could have adverse tax consequences for the Company and Shareholders, and affect the Company's results, financial condition and prospects.
Investors should consult their tax advisers with respect to their particular tax situation and the tax effects of an investment in the Company. Statements in this document concerning the taxation of investors or prospective investors in Ordinary Shares are based on current tax law and practice, each of which is potentially subject to change. The value of particular tax reliefs, if available, will depend on each individual Shareholder's circumstances. Nothing in this document constitutes, or should be relied upon as, tax advice.
Part 8 of the Taxation (International and Other Provisions) Act 2010 contains provision for the UK taxation of investors in offshore funds (the "offshore fund rules"). Whilst the Company has been advised that it should not be treated as an offshore fund, it does not make any commitment to investors that it will not be treated as one. Should the Company or its shares be regarded as being subject to the offshore fund rules, this may have adverse tax consequences for certain UK resident Shareholders. Investors should not expect to realise their investment at a value calculated by reference to NAV per Ordinary Share.
This Prospectus (together with any supplementary prospectus published by the Company prior to Admission of the relevant New Ordinary Shares) should be read in its entirety before making any application for New Ordinary Shares. Prospective investors should rely only on the information contained in this Prospectus (together with any supplementary prospectus published by the Company prior to Admission of the relevant New Ordinary Shares). All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Company's memorandum of association and the Articles which investors should review. A summary of the Articles is contained in paragraph 4 (The Articles) of Part 8 (Additional Information) of this Prospectus.
No person has been authorised by the Company to issue any advertisement, give any information or make any representations other than as contained in the Prospectus and any supplementary prospectus published by the Company prior to 21 November 2025 and, if given or made, such advertisement, information or representations must not be relied on as having been authorised by the Company, the Investment Manager, the TISE Sponsor, Cavendish or any of their respective affiliates, officers, members, directors, employees or agents. Without prejudice to the Company's obligations under the UK Prospectus Regulation, the Prospectus Regulation Rules, the UK Listing Rules, the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, neither the delivery of the Prospectus nor any subscription for or purchase of New Ordinary Shares made pursuant to the Placing Programme or the 2025 Subscription Rights Issue shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained in the Prospectus is correct as at any time subsequent to, the date of the Prospectus.
The contents of this Prospectus and any supplementary prospectus published by the Company prior to 21 November 2025 are not to be construed as advice relating to legal, financial, taxation, investment or any other matters. Prospective investors should inform themselves as to:
Prospective investors must rely upon their own legal advisers, accountants and other financial advisers as to legal, tax, investment or any other related matters concerning the Company and an investment in the Ordinary Shares.
In addition, investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment. It should be remembered that the price of the Ordinary Shares can go down as well as up.
Each of the Administrator and the Registrar has certain responsibilities under AML Legislation to verify the identity of investors. Failure to provide the necessary documentation may result in applications being rejected or in delays in the despatch of documents in connection with the Placing Programme and the 2025 Subscription Rights Issue.
Unless otherwise stated, statements made in this Prospectus are based on the law and practice in force in the United Kingdom and/or the law and practice of Jersey (as relevant) as at the date of this Prospectus and are subject to change.
The Company constitutes and is regulated as a collective investment fund under Jersey Funds Law and orders made thereunder is also subject to the Jersey Funds Code. The Company is a certified fund for the purposes of Article 8 of Jersey Funds Law.
The Company has been established in Jersey as a listed fund under a fast-track authorisation process (a "Listed Fund"). It is suitable therefore only for professional or experienced investors, or those who have taken appropriate professional advice.
Regulatory requirements which may be deemed necessary in Jersey for the protection of retail or inexperienced investors do not apply to Listed Funds. By investing in the Company investors are deemed to be acknowledging for the purposes of Jersey regulation that they are a professional or experienced investor, or have taken appropriate professional advice, and accept the reduced requirements accordingly.
Investors are wholly responsible for ensuring that all aspects of the Company are acceptable to them. Investment in Listed Funds may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless investors fully understand and accept the nature of the Company and the potential risks inherent in the Company they should not invest in the Company.
Further information in relation to the regulatory treatment of Listed Funds domiciled in Jersey may be found on the website of the JFSC at www.jerseyfsc.org.
As a company whose shares are currently admitted to listing on TISE, the Company is and will be subject to the TISE Listing Rules pending the intended cancellation of the TISE listing.
The Company, which is an alternative investment fund for the purposes of the UK AIFM Regime, is not regulated by the FCA or any other equivalent regulator (other than by the JFSC as a Listed Fund).
The Company and the Directors have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. All the Directors accept responsibility accordingly.
This Prospectus contains forward-looking statements, including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or similar expressions. Such forward-looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as at the date of this Prospectus. Subject to its legal and regulatory obligations (including under the TISE Listing Rules and the UK Prospectus Regulation), the Company expressly disclaims any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the UK Prospectus Regulation, the Prospectus Regulation Rules, the UK Listing Rules, the Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation.
Nothing in the preceding two paragraphs should be taken as limiting the working capital statement in paragraph 9 (Working Capital) of Part 8 (Additional Information) of this Prospectus.
This Prospectus includes information regarding the track record and performance data of the Investment Manager, its affiliates and funds that are managed or advised by the Investment Manager or its affiliates. Past performance is not necessarily indicative of future results, and there can be no assurance that the Company or its portfolio will achieve comparable results to those presented herein, that the Company or the Investment Manager will be able to implement their investment strategies or achieve the Company's investment objective or that the returns generated by any investments by the Company will equal or exceed any past returns presented herein. Prospective investors should be aware that any investment in the Company should not be regarded as short-term in nature, involves a degree of risk, and could result in the loss of all or substantially all of their investment.
This Prospectus includes certain market, economic and industry data which were obtained by the Company from industry publications, data and reports compiled by professional organisations, analysts and data from other external sources. Where information has been referenced in this Prospectus, the source of that third party information has been disclosed. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.
In some cases, there is no readily available external information to validate market-related analyses and estimates, requiring the Company to rely on internally developed estimates and the Investment Manager's knowledge and experience of the uranium and other energy resources sector.
With the exception of the Historical Financial Information, referred to in Part 4 (Financial Information on the Company), which has been incorporated into this document by reference, none of the contents of the Company's website (https://ncim.co.uk/geiger-counter-ltd/) or the Investment Manager's website (https://ncim.co.uk/) (nor the content of any website accessible from hyperlinks on the Company's website or the Investment Manager's website) is incorporated into or forms part of this Prospectus. Investors should base their decision whether or not to invest in the New Ordinary Shares on the contents of this Prospectus alone.
References to times and dates in this Prospectus are, unless otherwise stated, to London times and dates.
The information that a prospective investor in the Company provides in documents in relation to a
subscription for New Ordinary Shares or subsequently by whatever means which relates to the prospective investor (if it is an individual) or a third party individual ("personal data") will be held and processed by the Company (and any third party in Jersey or the United Kingdom to whom it may delegate certain administrative functions in relation to the Company) in compliance with (a) the Data Protection (Jersey) Law 2018, the Data Protection Authority (Jersey) Law 2018 and any other legislation in Jersey concerning data protection, EU General Data Protection Regulation 2016/679 ("EU GDPR") and/or the EU GDPR as it forms part of the domestic law of the United Kingdom by virtue of the EUWA ("UK GDPR") and the UK Data Protection Act 2018 (as amended from time to time) (the "Data Protection Legislation"); and (b) the Company's privacy notice, a copy of which is available for review on the Company's website https://ncim.co.uk/geiger-counter-ltd/ ("Privacy Notice") (and, if applicable, any other third party delegate's privacy notice).
Without limitation to the foregoing, each prospective investor acknowledges that it has been informed that such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company, which may include, without limitation, the Registrar) in accordance with and for the purposes set out in the Company's Privacy Notice which include:
Where necessary to fulfil the purposes set out above and in the Company's Privacy Notice, the Company (or any third party, functionary or agent appointed by the Company, which may include, without limitation, the Registrar) will:
The foregoing processing of personal data is required in order to perform the contract with the prospective investor, to comply with the legal and regulatory obligations of the Company or otherwise is necessary for the legitimate interests of the Company.
If the Company (or any third party, functionary or agent appointed by the Company, which may include, without limitation, the Registrar) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that such transfer is in accordance with applicable Data Protection Legislation.
Prospective investors are responsible for informing any third party individual to whom the personal data relates to the disclosure and use of such data in accordance with these provisions. Individuals have certain rights in relation to their personal data; such rights and the manner in which they can be exercised are set out in the Company's Privacy Notice.
The distribution of this Prospectus in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or an invitation to subscribe for New Ordinary Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; or (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer or invitation.
The New Ordinary Shares are being offered or sold outside the United States to persons who are not US Persons in reliance on Regulation S. The Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. In addition, the Company has not been and will not be registered under the US Investment Company Act and the recipients of this document will not be entitled to the benefits of that Act. The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the issue of the New Ordinary Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States and the re-offer or resale of any of the New Ordinary Shares in the United States may constitute a violation of US law. The New Ordinary Shares may not be offered, sold, pledged or otherwise transferred to: (i) any US Person or a person acting for the account of a US Person; or (ii) a Benefit Plan Investor.
Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II") and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II Product Governance Requirements (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: (a) the market price of the Ordinary Shares may decline and investors could lose all or part of their investment; (b) the Ordinary Shares offer no guaranteed income and no capital protection; and (c) an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing Programme and/or the 2025 Subscription Rights Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cavendish will only procure investors pursuant to the Placing Programme who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
In accordance with the UK PRIIPs Regulation, a key information document prepared in relation to the Ordinary Shares is available on the Company's website: https://ncim.co.uk/geiger-counter-ltd/. It is the responsibility of each distributor of Ordinary Shares to ensure that its "retail clients" are provided with a copy of the key information document.
The Investment Manager is the manufacturer of the Ordinary Shares for the purposes of the UK PRIIPs Regulation and neither the TISE Sponsor nor Cavendish is a manufacturer for these purposes. Neither Cavendish nor the TISE Sponsor makes any representation, express or implied, or accepts any responsibility whatsoever for the contents of the key information document prepared by the Investment Manager in relation to the Ordinary Shares nor accepts any responsibility to update the contents of the key information document in accordance with the UK PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such key information document to future distributors of Ordinary Shares. Cavendish and the TISE Sponsor, together with their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by the Investment Manager.
In relation to each Relevant Member State, no New Ordinary Shares have been offered or will be offered pursuant to the Placing Programme or the 2025 Subscription Rights Issue to the public in that Relevant Member State prior to the publication of a prospectus in relation to the New Ordinary Shares which has been approved by the competent authority in that Relevant Member State, or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Regulation, except that offers of New Ordinary Shares to the public may be made at any time under the following exemptions under the EU Prospectus Regulation:
provided that no such offer of New Ordinary Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3(1) of the EU Prospectus Regulation in a Relevant Member State and each person to whom any such offer is made under the Placing Programme or the 2025 Subscription Rights Issue will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(e) of the EU Prospectus Regulation.
The expression an "offer to the public" in relation to any offer of New Ordinary Shares in any Relevant Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any New Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Ordinary Shares.
Any prospective investor domiciled in the EEA that has received the Prospectus in any Relevant Member State should not subscribe for New Ordinary Shares under the Placing Programme (and the Company reserves the right to reject any application so made, without explanation) unless (i) the Investment Manager has confirmed that it has made the relevant notifications and/or applications in that Relevant Member State and is lawfully able to market the New Ordinary Shares under the Placing Programme into that Relevant Member State; or (ii) such investor has received the Prospectus on the basis of an enquiry made at the investor's own initiative and it is a person to whom the New Ordinary Shares under the Placing Programme may lawfully be offered under the AIFM Directive or under the applicable implementing legislation (if any) of that Relevant Member State.
Even in the event that the Investment Manager may have confirmed that it is able to market New Ordinary Shares under the Placing Programme to professional investors in a Relevant Member State, the New Ordinary Shares available under the Placing Programme may not be marketed to retail investors (as this term is understood in the AIFM Directive as transposed in the Relevant Member States) in that Relevant Member State unless such New Ordinary Shares have been qualified for marketing to retail investors in that Relevant Member State in accordance with applicable local laws. At the date of this Prospectus, the New Ordinary Shares to be issued pursuant to the Placing Programme are not eligible to be marketed to retail investors in any Relevant Member State. Accordingly, New Ordinary Shares may not be offered, sold or delivered, and neither this Prospectus nor any other offering materials relating to such New Ordinary Shares may be distributed or made available, to retail investors under the Placing Programme in those countries.
No New Ordinary Shares have been offered or will be offered pursuant to the Placing Programme or the 2025 Subscription Rights Issue to the public in the United Kingdom prior to the publication of a prospectus in relation to the New Ordinary Shares which have been approved by the FCA, except that the New Ordinary Shares may be offered to the public in the United Kingdom at any time:
(a) to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation); or
(c) in any other circumstances falling within Section 86 of the FSMA,
provided that no such offer of the New Ordinary Shares shall require the Company to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an "offer to the public" in relation to the New Ordinary Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any New Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for any New Ordinary Shares.
In addition, New Ordinary Shares will only be offered to the extent that the Ordinary Shares are permitted to be marketed in the UK pursuant to the UK AIFM Regime.
The distribution of this Prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions.
This Prospectus does not constitute, and may not be used for the purposes of, an offer to sell, or the solicitation of an offer to acquire or subscribe for, New Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Cavendish. The offer and sale of New Ordinary Shares has not been and will not be registered under the applicable securities laws of Canada, Japan, Australia or the Republic of South Africa. Subject to certain exemptions, the New Ordinary Shares may not be offered to or sold within Canada, Japan, Australia or the Republic of South Africa or to any national, resident or citizen of Canada, Japan, Australia or the Republic of South Africa. Neither the Company nor Cavendish, nor any of their respective representatives, is making any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisers as to the legal, tax, business, financial and related aspects of a purchase of the New Ordinary Shares.
Subscription Rights Issue
| 2024 | |
|---|---|
| Publication of this Prospectus | 22 November |
| Cancellation of listing on TISE in respect of the Existing Ordinary Shares |
28 November |
| Initial Admission of the Existing Ordinary Shares and dealings in such Ordinary Shares commence on the Main Market |
8.00 a.m. on 28 November |
| Placing Programme | 2024 - 2025 |
| Placings under the Placing Programme | between 28 November 2024 and 21 November 2025 |
| Publication of Placing Programme Price in respect of each Placing |
as soon as practicable in conjunction with each Placing |
| Announcement of the results of each Placing | as soon as practicable following the closing of each Placing |
| Admission and crediting of CREST accounts in respect of New Ordinary Shares issued pursuant to each Placing |
as soon as practicable following the allotment of New Ordinary Shares pursuant to a Placing |
| Where applicable, definitive share certificates in respect of New Ordinary Shares issued pursuant to each Placing despatched by post |
within 10 Business Days following the Admission of New Ordinary Shares pursuant to a Placing |
| 2025 Subscription Rights Issue | 2025 |
| Record Date for exercise of Subscription Rights | 6.00 p.m. on 31 March |
| Latest time and date for lodging completed Application Form and payment in respect of the 2025 Subscription Rights Issue exercised by Shareholders holding their Ordinary Shares in certificated form |
5.00 p.m. on 28 April |
| Latest time and date for settlement of USE Instruction and payment in respect of the 2025 Subscription Rights Issue exercised by Shareholders holding their Ordinary Shares in uncertificated form |
5.00 p.m. on 28 April |
| Subscription Date | 30 April |
| Announcement of the results of the 2025 Subscription Rights Issue |
5 May |
| Admission and dealings in New Ordinary Shares pursuant to the 2025 Subscription Rights Issue |
8.00 a.m. on 9 May |
| CREST accounts credited with uncertificated New Ordinary Shares pursuant to the 2025 Subscription Rights Issue |
9 May |
| Where applicable, definitive share certificates in respect of the New Ordinary Shares issued pursuant to the 2025 |
within 28 days of Admission pursuant to the 2025 Subscription Rights Issue |
The dates and times specified in the timetable above are subject to change without further notice. All references to times in this Prospectus are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company through a Regulatory Information Service.
Number of Existing Ordinary Shares¹ 141,199,804
¹ As at the Latest Practicable Date prior to the publication of this Prospectus (excluding 11,474,445 Ordinary Shares held in treasury).
Maximum size of the Placing Programme 300 million New Ordinary Shares
Placing Programme Price not less than the prevailing published Net Asset Value per Ordinary Share at the time of issue together with a premium to at least cover the costs and expenses of such issue (including, without limitation, any placing commissions)
| Subscription Price | 74.58 pence per Ordinary Share² |
|---|---|
| Enlarged Share Capital immediately following Admission pursuant to the 2025 Subscription Rights Issue³ |
169,439,765 |
| New Ordinary Shares issued pursuant to the 2025 Subscription Rights Issue as a percentage of the Enlarged Share Capital³ |
17 per cent. |
² Being the price per Ordinary Share equal to the undiluted Net Asset Value attributable to one Ordinary Share on 1 May 2024.
³ Assuming the Subscription Rights are exercised in full and therefore that 28,239,961 New Ordinary Shares are issued pursuant to the 2025 Subscription Rights Issue and the Company's issued share capital does not otherwise change following the date of this Prospectus. The total number of New Ordinary Shares to be issued pursuant to the 2025 Subscription Rights Issue is not known as at the date of this Prospectus but will be notified by an RIS announcement prior to Admission of such New Ordinary Shares.
ISIN GB00B15FW330 SEDOL B15FW33 Ticker GCL Legal Entity Identifier 549300O6PWGLLYV1QX57
| Directors (all independent and non-executive) |
Ian Reeves CBE Gary Clark James Leahy |
|---|---|
| all of the registered office below: | |
| Registered Office | Ordnance House 31 Pier Road St. Helier Jersey JE4 8PW |
| AIFM and Investment Manager | CQS (UK) LLP (trading as Manulife CQS Investment Management) 4th Floor One Strand London WC2N 5HR |
| Administrator and Company Secretary |
R&H Fund Services (Jersey) Limited Ordnance House 31 Pier Road St. Helier Jersey JE4 8PW |
| Sponsor, Corporate Broker and Sole Bookrunner |
Cavendish Capital Markets Limited 1 Bartholomew Close London EC1A 7BL |
| TISE Sponsor | Ogier Corporate Finance Limited 44 The Esplanade St. Helier Jersey JE4 9WG |
| Legal Advisers to the Company (as to English law) |
Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH United Kingdom |
| Legal Advisers to the Company (as to Jersey law) |
Ogier (Jersey) LLP 44 Esplanade St. Helier Jersey JE4 9WG |
| Legal Adviser to the Sponsor, Corporate Broker and Sole Bookrunner |
Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU |
|---|---|
| Custodian and Bankers | BNP Paribas, London 10 Harewood Avenue London NW1 6AA |
| Depositary | INDOS Financial Limited The Scalpel 18th Floor 52 Lime Street London EC3M 7AF |
| Registrar | Computershare Investor Services (Jersey) Limited 13 Castle Street St. Helier Jersey JE1 1ES |
| Reporting Accountant | KPMG Advisory Limited 37 Esplanade St. Helier Jersey JE4 8WQ |
| Auditor | KPMG Channel Islands Limited 37 Esplanade St. Helier Jersey JE4 8WQ |
Geiger Counter Limited is a closed-ended investment company incorporated with limited liability in Jersey on 6 June 2006, which was established to provide a listed entity for investors to gain exposure to the Company's investment strategy within the uranium sector. The Company is regulated by the Jersey Financial Services Commission ("JFSC") as a listed fund in accordance with the Jersey Funds Law and the Jersey Listed Fund Guide.
Further to the Company's announcement on 22 March 2024, the Board has determined to move the Company's admission to trading on TISE to admission to listing in the closed-ended investment funds category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. The Company's investee companies are invested in the securities of companies involved in the exploration, development and production of energy and related service companies in the energy sector, with a focus on companies in the uranium industry. Over the past 18 months, uranium prices have experienced significant volatility. As of19 November 2024, uranium prices were around US\$80.4 per pound, a similar level to the recent highs of about US\$80 per pound in early 2024. This marked a notable increase from mid-2023, where prices hovered around \$40-45 per pound. In the last quarter of 2023, uranium prices surged by over 50 per cent., with a rapid increase from US\$46 per pound in August 2023 to over US\$70 per pound by December.
As the Company continues to grow, the Board believes that the Company's migration from its admission on TISE to admission to listing in the closed-ended investment funds category of the Official List and to trading on the Main Market will broaden the Company's appeal to a wider range of investors.
Due to the size of the Company and in order to manage the Company's ongoing charges, the Board does not consider that it would be economic to maintain the Company's admission to trading on TISE alongside admission to the Official List and to trading on the Main Market and therefore the Company intends to cancel its listing on TISE to coincide with Initial Admission.
The investment objective of the Company is to deliver attractive returns to Shareholders principally in the form of capital growth. The Directors and the Company believe that such returns can be obtained by investing in a selective portfolio of securities and other instruments predominanty in the uranium sector.
The Company invests in the securities of companies involved in the exploration, development and production of energy and related service companies in the energy sector including, but not limited to, shares, convertibles, fixed income securities and warrants. The main focus of the Company is on companies involved in the uranium industry, but up to 30 per cent. of the Company's Gross Assets (calculated at the time of investment) may be invested in other resource-related companies.
The Company invests primarily in equities and equity-related securities (including ordinary shares, preference shares, convertible unsecured loan stock, rights, warrants and other similar securities).
Investment in any single investee company, and therefore aggregate exposure (including through the use of derivative instruments), will be restricted to no more than 25 per cent. of the Company's Gross Assets (calculated at the time of investment) and the Company expects that its portfolio will comprise approximately 20 – 40 investments in normal market conditions.
The Company may occasionally utilise derivative instruments such as options, futures and contracts for difference, if it is deemed that these will, at a particular time or for a particular period, enhance the performance of the Company in the pursuit of its objectives. The Company may also use derivative instruments that have the effect of gearing the Investment Portfolio. In all cases the Company will use derivatives in a manner which spreads the risk in relation to such instruments and in accordance with the restrictions on gearing below.
In order to comply with the UK Listing Rules, the Company will not invest more than 10 per cent., in aggregate, of Gross Assets in other listed closed-ended investment funds, except that this restriction shall not apply to investments in listed closed-ended investment funds which themselves have stated investment policies to invest no more than 15 per cent. of their gross assets in other listed closed-ended investment funds.
For the avoidance of doubt, the Company will not be compelled to divest of any of its investments should, after the time of investment, such an investment cease to adhere to the limits set out in the investment policy.
The Company does not expect to take controlling interests in investee companies and will at all times invest and manage the portfolio in a manner consistent with spreading investment risk. The Board has delegated responsibility for actively monitoring the activities of investee companies to the Investment Manager. The Investment Manager is responsible for reviewing, on a regular basis, the annual reports, circulars and other publications produced by each investee company, and for attending company meetings. The Investment Manager, in the absence of any explicit instruction from the Board, is empowered to use discretion in the exercise of the Company's voting rights in respect of investee companies. The Investment Manager's policy is to assess each voting opportunity individually and to vote only in cases where it is believed that the Company's best interests need to be protected, the underlying aim of exercising such voting rights is to protect the Company's return from its investment.
The Company may deploy gearing to seek to enhance long-term capital growth and for the purposes of capital flexibility and efficient portfolio management. The Company may be geared through bank borrowings and any such other methods as the Board may determine. Gearing (including through the use of derivative instruments such as options, futures and contracts for difference) will not exceed 25 per cent. of Net Asset Value at the time of drawdown of the relevant borrowings or entering into the relevant transaction, as appropriate.
Where the Company employs gearing through the use of derivative instruments, the Company will remain subject to the restriction noted above that no more than 25 per cent. of the Company's Gross Assets (calculated at the time of investment) will be exposed to any single investee company.
It is expected that the Company's investments will predominantly be exposed to non-Sterling currencies in terms of their revenues and profits. The base currency of the Company is Sterling, which creates a potential currency exposure.
Any material change to the Company's investment policy set out above will require the approval of Shareholders by way of an ordinary resolution at a general meeting. In addition, for so long as the Company remains a Listed Fund, any changes to the Company's investment policy will require the prior consent of the JFSC to the extent that they are contrary to the terms of the JFSC's Jersey Listed Fund Guide or any of the JFSC's published policies applicable to Listed Funds.
In the event of a breach of the investment guidelines and/or the investment restrictions set out above, the Investment Manager shall inform the Board as soon as practicable upon becoming aware of that breach. If the Board considers the breach to be material, Shareholders will be notified through an announcement concurrently via the TISE website (www.tisegroup.com), for so long as the Company remains listed on TISE, and a Regulatory Information Service.
The Directors intend to manage the Company's affairs to achieve Shareholder returns primarily through capital growth rather than income. Any income derived from the Company's operations would normally, in the first instance, be used to cover operating expenses. Therefore, it should not be expected that the Company will pay a significant annual dividend, if any. However, this does not preclude the Directors from declaring a dividend on the Ordinary Shares at any time in the future should they consider it appropriate to do so.
To the extent a dividend is declared, it will be declared and paid in Sterling and in compliance with the solvency test prescribed by Jersey law, and any other applicable laws.
The Company did not pay any dividend during the period covered by the Historical Financial Information, referred to in Part 4 (Financial Information on the Company), nor has it paid a dividend in the period since 1 April 2024.
As at the Latest Practicable Date, the Company had a Net Asset Value (unaudited) of approximately £91.8 million (representing a cum-income unaudited Net Asset Value per Ordinary Share of 64.99 pence) and the mid-market price of the Ordinary Shares was 49.5 pence.
As at the Latest Practicable Date, the Company's Investment Portfolio comprised 43 investments, with an aggregate unaudited value of £102.1 million.
The information in this section, which has not been audited, has been sourced from information supplied by the Investment Manager.
As at the Latest Practicable Date, the Company's top 7 investments, representing 73.1 per cent. of the Company's Gross Asset Value were as follows:
| Percentage of | ||
|---|---|---|
| the Company's | ||
| Company / investment | Gross Asset | |
| Value (%) | ||
| Nexgen Energy | 28.1 | |
| UR-Energy | 13.7 | |
| Cameco | 9.0 | |
| Fission Uranium | 6.7 | |
| Denison Mines | 5.7 | |
| IsoEnergy | 5.0 | |
| Uranium Energy | 4.9 | |
| 73.1 |
As at the Latest Practicable Date, the Company's Investment Portfolio by geography was as follows:
| Country | Percentage of the Company's Gross Asset Value (%) |
|---|---|
| Australia | 6.2 |
| Canada | 63.1 |
| Global | 7.2 |
| Jersey | 0.9 |
| United States | 22.6 |
| 100 |
As at the Latest Practicable Date, the Company's Investment Portfolio was split between investments in listed equities and unquoted investments as follows:
| Percentage of | |
|---|---|
| the Company's | |
| Investment | Gross Asset |
| Value (%) | |
| Listed equities | 97.3 |
| Unquoted investments | 2.7 |
| 100 |
Nexgen Energy Ltd is a company incorporated in Canada whose ordinary shares are admitted to trading on the Toronto Stock Exchange, the New York Stock Exchange and the Australian Securities Exchange. The company focusses on mining uranium for the world's current and future clean energy needs. Its registered office is at 2500, 700 W Georgia St, Vancouver, British Columbia V7Y 1B3, Canada and its principal place of business is 3150 - 1021 West Hastings Street, Vancouver, British Columbia V6E 0C3, Canada.
There has been no material change in the Company's investments between the Latest Practicable Date and the date of this Prospectus.
There are no provisions in the Jersey Companies Law equivalent to sections 561 to 576 (inclusive) of the UK Companies Act, which confer pre-emption rights on existing shareholders in connection with the allotment or issue of equity securities for cash. However, pursuant to the Articles, unless otherwise approved by Shareholders, other than pursuant to the exercise of the Subscription Right, Ordinary Shares will not be issued unless they are first offered to existing Shareholders on a pro rata basis.
The Company intends to issue New Ordinary Shares pursuant to any exercise of the Subscription Right (referred to in this paragraph 6 below), pursuant to the Placing Programme and otherwise as and when it is considered by the Board appropriate to do so. However, investors should note that the issuance of New Ordinary Shares pursuant to the Placing Programme is subject to obtaining the necessary Shareholder authority and is entirely at the discretion of the Board, and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the number of New Ordinary Shares that may be issued. Any New Ordinary Shares issued pursuant to the Placing Programme will be issued at a price calculated by reference to the prevailing published Net Asset Value per Ordinary Share at the time of issue together with a premium intended to at least cover the costs and expenses of the relevant Placing (including, without limitation, any placing commissions).
The Jersey Companies Law allows companies to hold shares acquired by way of market purchase as treasury shares, rather than having to cancel them. This would give the Company the ability to reissue Ordinary Shares quickly and cost effectively, thereby improving liquidity and providing the Company with additional flexibility in the management of its capital base.
The Directors believe that the most effective means of minimising any discount to NAV at which the Ordinary Shares may trade is to deliver strong, consistent performance from the Investment Portfolio in both absolute and relative terms. However, the Board recognises that wider market conditions and other considerations affect the rating of the Ordinary Shares and, subject to the requirements of Jersey Companies Law, the Articles and other applicable legislation, the Board may seek to limit the level and volatility of any discount to NAV at which the Ordinary Shares may trade by undertaking buy backs of Ordinary Shares in the market in order to address any imbalance between the supply of and demand for Ordinary Shares or to enhance the NAV per Ordinary Share.
A special resolution was passed at the Company's 2024 AGM granting the Directors general authority to buy-back Ordinary Shares in the market up to such number of Ordinary Shares as represents 14.99 per cent. of the Ordinary Shares in issue as at 9 March 2023 (being 135,779,153 Ordinary Shares) at a maximum price (exclusive of any expenses) not exceeding an amount equal to 5 per cent. above the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange for the five business days immediately preceding the date on which the buy-back is to be made. That authority expires on the date falling 18 months from the date on which the resolution was passed (being 6 September 2025). The Directors intend to seek annual renewal of the authority to buy-back Ordinary Shares at each annual general meeting of the Company.
In deciding whether to buy-back Ordinary Shares in the market, the Directors will have regard to what they believe to be in the best interests of Shareholders as a whole and to the applicable Jersey legal requirements which require the Directors to be satisfied on reasonable grounds that the Company will, immediately after any such buy-back, satisfy a solvency test prescribed by Jersey Companies Law and any other requirements in its Articles. Any buy-backs of Ordinary Shares will only be made for cash at a discount to the NAV per Ordinary Share and out of the available cash resources of the Company. Any Ordinary Shares bought back by the Company may be held in treasury or cancelled.
The Company may borrow and/or realise investments in order to finance buy-backs of Ordinary Shares.
Investors should note that the repurchase of Ordinary Shares is entirely at the discretion of the Board and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the proportion of Ordinary Shares that may be repurchased.
On 31 March 2021, the Company published a prospectus recommending proposals for the introduction of
an annual subscription right (the "Subscription Right"). Following the Subscription Shares that were issued by the Company in 2017, which matured at the end of 2020 out of the money and with very few being exercised, the Board examined alternative options to grow the Company in the most cost effective manner possible. Together with its advisers, the Board explored a number of different routes and structures to meet the Board's objectives of growing the Company's asset base. The conclusion of those deliberations was the proposal and subsequent introduction, following Shareholder approval, of the Subscription Right.
The Subscription Right enables Shareholders to subscribe for one new Ordinary Share for every five Ordinary Shares held on 30 April in each year at a price equal to the undiluted NAV per Ordinary Share on 1 May in the previous year (or if such day is not a Business Day, the next following day).
Shareholders are under no obligation to exercise their Subscription Rights pursuant to the 2025 Subscription Rights Issue, or at any time.
If any Shareholders do not exercise their Subscription Rights within seven days following a Subscription Date, the Company shall appoint a trustee (the "Subscription Trustee") who, provided that in such trustee's opinion the net proceeds of sale after deduction of all costs and expenses incurred by, and any fee payable to, such trustee will exceed the costs of exercising the Subscription Rights, including the Subscription Price, shall (on behalf of the relevant Shareholders) within the period of 14 days following the relevant Subscription Date, exercise all or some of the Subscription Rights which shall not have been exercised on the terms on which the same could have been exercised on the Subscription Date and sell in the market (on behalf of the relevant Shareholders) the New Ordinary Shares resulting from such exercise.
Shareholders will have the opportunity to review the operation of the Subscription Right after an initial period of five years. Accordingly, at the annual general meeting of the Company to be held in 2026 and at every fifth subsequent annual general meeting thereafter, the Directors intend to propose an ordinary resolution for the continuation of the Subscription Right mechanism. If such resolution is not passed, the Directors will formulate proposals to be put to Shareholders to amend the Articles in order to remove the Subscription Right.
The Board will review on an annual basis the effectiveness and appropriateness of the Subscription Right mechanism. If the Board considers that it would be in the best interests of the Company and its Shareholders to suspend or discontinue the programme, the review of the operation of the Subscription Right mechanism by Shareholders will be brought forward to the next following annual general meeting.
The Directors believe that an increase in the Company's issued Ordinary Share capital and total assets through the exercise of the Subscription Right should reduce the Company's expense ratio as the fixed operating costs of running the Company would be spread over a greater asset base. Further, any exercise of the Subscription Right should increase the market capitalisation and total assets of the Company.
Further details of the Subscription Right are set out in paragraph 4.2.4 (Subscription Right) of Part 8 (Additional Information) of this document.
The Company does not have a fixed life. However, the Articles provide that at each annual general meeting the Directors shall propose an Ordinary Resolution that the Company continues its business as presently constituted (a "Continuation Resolution"). If such Continuation Resolution is passed, a further Continuation Resolution shall be put to Shareholders at the annual general meeting thereafter. If any Continuation Resolution is not passed, the Directors will be required to put proposals for the reconstruction, reorganisation or winding up of the Company to the Shareholders for their approval as soon as practicable and in any event within four months of the date of the annual general meeting at which the Continuation Resolution was proposed.
Further details about the winding up of the Company are set out in the summary of the Articles in paragraph 4 of Part 8 (Additional Information) of this Prospectus.
Following Initial Admission, New Ordinary Shares may be issued pursuant to the Placing Programme during the period from 28 November 2024 to 21 November 2025 should the Ordinary Shares be trading at a premium to NAV per Ordinary Share at the relevant time. The maximum number of New Ordinary Shares that may be issued pursuant to the Placing Programme is 300 million.
The costs and expenses of each issue of New Ordinary Shares under the Placing Programme will depend on subscriptions received and the relevant Placing Programme Price but are expected to be no more than 2 per cent. of the gross proceeds of each such issue under the Placing Programme. Any New Ordinary Shares issued pursuant to the Placing Programme will be issued at a price calculated by reference to the prevailing published Net Asset Value per Ordinary Share at the time of issue together with a premium intended to at least cover the costs and expenses of the relevant Placing (including, without limitation, any placing commissions).
New Ordinary Shares issued under the Placing Programme may be issued under this document provided that it is updated by a supplementary prospectus (if required).
Pursuant to the 2025 Subscription Rights Issue each Shareholder is entitled to subscribe for New Ordinary Shares on the basis of one New Ordinary Share for every five Existing Ordinary Shares registered in the name of the Shareholder on 30 April 2025 at a price per New Ordinary Share equal to the undiluted NAV per Ordinary Share of 74.58 pence as at 1 May 2024.
Shareholders are not obliged to exercise their Subscription Rights pursuant to the 2025 Subscription Rights Issue. If any Shareholders do not exercise their Subscription Rights within seven days following the Subscription Date, the Company shall appoint a Subscription Trustee who, provided that in such trustee's opinion the net proceeds of sale after deduction of all costs and expenses incurred by, and any fee payable to, such trustee will exceed the costs of exercising the Subscription Rights, including the Subscription Price, shall (on behalf of the relevant Shareholders) within the period of 14 days following the Subscription Date, exercise all or some of the Subscription Rights which shall not have been exercised on the terms on which the same could have been exercised on the Subscription Date and sell in the market (on behalf of the relevant Shareholders) the New Ordinary Shares resulting from such exercise. There can be no guarantee that such a sale will be possible or at what price. Shareholders are therefore advised to consider carefully their options concerning whether to exercise their Subscription Rights or not and to seek financial advice if unsure of their position.
It is expected that the New Ordinary Shares issued in connection with the 2025 Subscription Rights Issue will be admitted to listing in the closed-ended investment funds category of the Official List and to trading on the Main Market on or around 9 May 2025.
Further details about the Placing Programme and the 2025 Subscription Rights Issue are set out in Part 5 (The Placing Programme and the 2025 Subscription Rights Issue) of this document.
The Directors intend to use the net proceeds of any Placing pursuant to the Placing Programme and the 2025 Subscription Rights Issue to acquire investments in accordance with the Company's investment objective and investment policy. The Directors, as advised by the Investment Manager, believe that there are attractive opportunities for the Company to deliver long-term capital returns for Shareholders.
The unaudited Net Asset Value per Ordinary Share is calculated in Sterling by the Administrator as at the close of business on a daily basis. Such calculations are made in accordance with the Company's accounting policies adopted from time to time. Such calculations are published by the Company through a Regulatory Information Service as soon as practicable on the following Business Day.
The Net Asset Value is the value of all assets of the Company less its liabilities (including any accrued management fee) to creditors (including provisions for such liabilities) determined in accordance with the Association of Investment Companies' valuation guidelines and in accordance with applicable accounting standards under IFRS and Jersey Companies Law. The Directors may, at their discretion, permit any other method of valuation to be used if they consider that such method of valuation better reflects the relevant value and is in accordance with good accounting practice.
Publicly traded securities are valued by reference to their bid price or last traded price, if applicable, on the relevant exchange. Where trading in the securities of an investee company is suspended, the investment will be valued at the Board's estimate of its fair value (in consultation with the Investment Manager), which in most cases would be expected to follow the Company's valuation methodology for unquoted equities.
Unquoted securities are valued by such method or methods as the Board determines from time to time on the basis of advice from the Investment Manager. In making its valuations, the Board takes into account, where appropriate, latest traded prices, other observable market data and asset values based on the latest management accounts. It also considers valuations in accordance with industry-recognised valuation methods for private equity, such as the International Private Equity and Venture Capital Valuation Guidelines (IPEV Guidelines). Such valuations are reviewed by the Board periodically. If considered material to the audit, the Auditor also reviews unquoted equity valuations on an annual basis as part of the audit of the Company's annual report and accounts.
If the Directors consider that any of the above bases of valuation are inappropriate in any particular case, or generally, they may adopt such other valuation procedures as they consider reasonable in the circumstances.
The Directors may temporarily suspend the calculation, and publication, of the Net Asset Value during a period when, in the opinion of the Directors:
Any suspension in the calculation of the Net Asset Value will be notified through a Regulatory Information
Service as soon as practicable after any such suspension occurs.
Further information on the valuation policies adopted by the Company is set out at Notes 3(a), 9 and 16 on pages 39-41, 46-49 and 51 to the Company's annual report and financial statements for the year ended 30 September 2023, which are incorporated by reference into this Prospectus.
The Company holds a meeting as its annual general meeting in each year. The annual report and accounts of the Company are made up to 30 September in each year with copies expected to be sent to Shareholders within the following four months. The Company also publishes unaudited half-yearly reports to 31 March with copies expected to be sent to Shareholders within the following three months.
The Company's financial statements are prepared in accordance with IFRS.
The Takeover Code applies to the Company and will continue to apply to the Company following its migration to listing in the closed-ended investment funds category of the Official List and to trading on the Main Market.
Given the existence of the buyback powers and Subscription Right described in the paragraphs above, there are certain considerations that Shareholders should be aware of with regard to the Takeover Code.
Under Rule 9 of the Takeover Code, any person who acquires shares which, taken together with shares already held by him or shares held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person or persons acting in concert already hold more than 30 per cent. but not more than 50 per cent. of the voting rights of such company, a general offer will normally be required if any further shares increasing that person's percentage of voting rights are acquired.
Under Rule 37 of the Takeover Code when a company purchases or redeems its own voting shares, a resulting increase in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in concert will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code. Note 1 on Rule 37.1 of the Code states that a person who comes to exceed the limits in Rule 9.1 in consequence of a company's redemption or purchase of its own shares will not normally incur an obligation to make a mandatory offer unless that person is a director, or the relationship of the person with any one or more of the directors is such that the person is, or is presumed to be, acting in concert with any of the directors. It also states that investment managers of investment trusts are usually treated for these purposes as directors.
However, under note 2 to Rule 37 of the Takeover Code where a Shareholder has acquired shares at a time when he had reason to believe that a purchase or redemption by the Company of its own voting shares would take place, then an obligation to make a mandatory bid under Rule 9 of the Takeover Code may arise.
The buyback powers and exercise of the Subscription Right could have implications under Rule 9 of the Takeover Code for Shareholders with significant shareholdings. The buyback powers and the Subscription Right should enable the Company to anticipate the possibility of such a situation arising. Prior to the Board implementing any share buyback the Board will seek to identify any Shareholders who they are aware may be deemed to be acting in concert under note 1 of Rule 37 of the Takeover Code and will seek an appropriate waiver in accordance with note 3 of Rule 37. However, neither the Company, nor any of the Directors, nor the Investment Manager will incur any liability to any Shareholder(s) if they fail to identify the possibility of a mandatory offer arising or, if having identified such a possibility, they fail to notify the relevant Shareholder(s) or if the relevant Shareholder(s) fail(s) to take appropriate action.
Shareholders and potential investors are referred to Part 7 (Taxation) of this Prospectus which contains a general summary of certain UK and Jersey tax considerations relating to the acquisition, holding and disposal of Ordinary Shares. That summary, which is based on current UK and Jersey law and the current published practice of HMRC, does not constitute tax advice. All Shareholders and potential investors are advised to seek their own independent tax advice in relation to any investment in the Company.
The Company's activities are dependent on many factors and potential investors should read the whole of this Prospectus and in particular the section entitled "Risk Factors" on pages 8 to 16.
The provisions of Chapter 5 of the Disclosure Guidance and Transparency Rules (as amended from time to time) ("DTR 5") of the FCA Handbook apply to the members of the Company.
As such, a person is required to notify the Company of the percentage of voting rights it holds as a holder of Ordinary Shares or holds or is deemed to hold through the direct or indirect holding of financial instruments falling within DTR 5 if, as a result of an acquisition or disposal of Ordinary Shares (or financial instruments), the percentage of voting rights reaches, exceeds or falls below the relevant percentage thresholds being, in the case of a Company as a "non-UK issuer" (as defined in DTR 5), 5 per cent., 10 per cent., 15 per cent., 20 per cent., 25 per cent., 30 per cent., 50 per cent. and 75 per cent.
The Company notes the rules of the FCA on the promotion of non-mainstream pooled investments. The Company intends to conduct its affairs so that the New Ordinary Shares can be recommended by financial advisers to retail investors in accordance with the FCA's rules in relation to non-mainstream pooled investment products. The New Ordinary Shares are excluded from the FCA's restrictions which apply to non-mainstream pooled investment products because the Company invests primarily in shares and bonds.
The Company intends to conduct its affairs so that the New Ordinary Shares can be recommended by financial advisers to retail investors in accordance with the rules on the distribution of financial instruments under The Markets in Financial Instruments Directive II ("UK MiFID II"). The Directors consider that the New Ordinary Shares should be considered "non-complex" for the purposes of UK MiFID II.
The fundamental outlook for the nuclear power sector continues to improve1. Driven by a confluence of factors, demand for uranium is expected to continue to outpace production over the medium and longerterm2. Against this backdrop, the market is expected to remain extremely tight. Having already absorbed production growth from key producers Cameco3 and Kazatomprom4, following the restart and guided supply expansion by these entities, it is increasingly obvious that additional production from greenfield developments will be required5. Latterly Kazatomprom has also downgraded its growth expectations.
While the price rise of the last few years has been driven by contracting demand from the life extensions of existing nuclear facilities, notably in the west, longer-term prospects have also substantially improved with nuclear's credentials as a clean source of base load reflected in revised energy policies around the world6. Most notably the COP28 climate conference confirmed ambitious targets by the current largest nuclear power markets, including support from the US, France and Japan, to triple existing generating capacity by 20507, augmenting demand from China's ongoing capacity expansion8. COP29 is also likely to see support for nuclear as governments struggle to meet emissions targets. China continues to lead global build-out of new nuclear power stations with plans to quadruple its domestic generating capacity to 200GW by 2035 which will see the latter overtake the US as the largest nuclear power generator globally before the end of the decade9.
Additional demand impetus may also arise not just from ongoing opportunistic purchases by physically backed holding companies such as the Sprott Physical Uranium Trust and Yellow Cake, but also from the build-up of strategic uranium inventories, most obviously the US which has already received Congressional Approval and funding for such purpose10.
Importantly, demand for nuclear fuel is price inelastic with higher prices having little impact on demand; fuel represents a small proportion of the overall cost of producing nuclear power11. At the recent levels of approximately \$80/lb, the Investment Manager estimates the raw uranium price continues to represent a relatively small 7-8 per cent. of generating costs and the growing need to secure energy supplies for this core generating market can rise still further12.
The supply side for uranium has also become increasingly uncertain, potentially providing further positive catalysts. Following the Russian invasion of Ukraine, the US has put in place a ban on Russian imports of enriched nuclear material. Whilst some utilities have received waivers from that ban for up to two years, it presents supply risk beyond this to western utilities. Russia also controls approximately 40 per cent. of global enrichment adding to supply chain risks.
1 Source: "The Nuclear Fuel Report: Global Scenarios for Demand and Supply Availability 2023-2040", World Nuclear Association, September 2023.
2 Source: BMO Capital Markets, August 2023.
3 Source: Cameco, 5 September 2023.
4 Source: Kazatomprom, 29 September 2023.
5 Source: UxC, August 2023.
6 Source: BMO Capital Markets, UxC, World Nuclear Association 2023. 7 Source: "Declaration Recognizes the key Role of Nuclear Energy in Keeping Withing Reach the Goal of Limiting Temperature Rise to 1.5 Degrees Celsius", U.S. Department of Energy, 1 December 2023.
8 Source: US Department of Energy, December 2023.
9 Source: World Nuclear Association, January 2024.
10 Source: World Nuclear Association, January 2024.
11 Source: World Nuclear Association, August 2022.
12 Source: World Nuclear Association, September 2023.
Niger has also been a material supplier of U3O8 to Europe through Orano, although following the coup in 2023 they are no longer supplying this material.
Notwithstanding the potential for positive fuel price momentum to continue, related uranium mining equity earnings have failed to keep pace with the rise in fuel prices. As an illustration, pure play uranium equity indices have risen over 300 per cent. since 2018 uranium price lows while the physical price has risen over 4-fold.
The Investment Portfolio remains focussed on what the Investment Manager believes to be the most attractive risk/reward opportunities and strategic assets that have most exposure to uranium price upside. Their focus remains on North American assets, with low contract exposure to give full participation in a stronger price environment. These projects should be best placed for the anticipated contracting cycle from western utilities. In particular, tier 1 development projects in the Canadian Athabasca Basin such as Nexgen represent a strategic global asset with scalable, low-cost production and expansion potential13. With key Environmental Impact Assessment approval having been obtained14 the project is well placed to further de-risk with the award of final federal permits anticipated later this year. Exposure to low-cost mine restarts in US based assets with competitive production costs also represent an important focus15. The Investment Portfolio has exposure through investments in the US such as UR-Energy, UEC and Energy Fuels to companies that are reopening mines and have competitive production costs.
13 Source: Factset, Eight Capital, January 2024.
14 Source: NexgenEnergy, November 2023.
15 Source: UEC, January 2024; UR Energy, September 2024; Energy Fuels, September 2024.
The Directors are responsible for the determination of the Company's investment policy and have overall responsibility for the Company's activities, including the review of investment activity and performance and the control and supervision of the Company's service providers. All the Directors are non-executive and are independent of the Investment Manager.
The Directors meet at least three times per annum. Between formal Board meetings there is regular contact between the Directors, the Investment Manager and the Administrator.
The Directors are as follows:
Ian was appointed to the Board on 13 December 2021 and is Chief Executive and co-founder of Synaps International Ltd. He is visiting Professor of infrastructure investment and construction at The Alliance Manchester Business School, Director of Triple Point Social Housing REIT PLC, chairman of The Estates and Infrastructure Exchange (EIE) and a director of Xinuos Inc. He is also the former chairman of GCP Infrastructure Investments Limited. Mr Reeves was founder and chairman of High-Point Rendel Group a pioneering management and engineering consultancy company with a global network of offices. He has been president and CEO of Cleveland Bridge, chairman of McGee Group, chairman of Constructing Excellence and chairman of the London regional council of the CBI. Mr Reeves was awarded his CBE in 2003 for services to business and charity.
Gary was appointed to the Board on 14 October 2015 and acts, or has acted, as an independent nonexecutive director for a number of investment funds, fund managers and investment management businesses. The managers/owners of these entities include Emirates NBD, LGT, Blackstone and ICG and his experience includes nine years on the board of Blackstone Loan Financing which is listed on the Main Market. He served as Chairman of the Jersey Fund Association from 2004 to 2007, where he was one of a number of practitioners involved in a number of significant changes to the regulatory regime for funds in Jersey, including the move to function-based regulation and the introduction of both Jersey's Expert Funds and Jersey's Unregulated Funds regimes. Gary is a chartered accountant who has held a number of senior management positions in both broking and fund administration businesses.
James was appointed to the Board on 1 October 2014 and brings over 35 years' experience in natural resources, primarily focussed on investment and fund raising. He has worked on a wide range of projects worldwide, ranging from industrial minerals, precious metals, base metals, battery metals, uranium to iron ore, coal and diamonds. Having worked at James Capel, Credit Lyonnais, Nedbank, Canaccord and Mirabaud, he has substantial experience with international institutional fund managers, hedge funds and sector specialists. James currently serves as a Non-executive Director on the boards of Capital Metals plc, European Green Transitions plc and Active Energy Group plc.
The Company has entered into the Investment Management Agreement with CQS (UK) LLP (trading as Manulife | CQS Investment Management), the Company's Investment Manager, pursuant to which the Company appointed the Investment Manager as its AIFM for the purposes of the UK AIFM Regime and to perform investment management duties and functions on behalf of the Company. CQS (UK) LLP has been managing the assets of the Company since 2008 and the joint portfolio managers have been responsible for the management of the assets since October 2015.
The Investment Manager is a limited liability partnership incorporated under the laws of England and Wales. The Investment Manager is authorised and regulated, and is approved as an AIFM, in the United Kingdom by the FCA.
As a specialist fund manager, the Investment Manager has built up a strong reputation in the natural resources and high yield sectors. The Investment Manager has more than 20 years of experience delivering fundamental, research-driven investments across the capital structure, from its offices in London, New York and Hong Kong. As at the Latest Practicable Date the Investment Manager managed funds in excess of £500 million across four funds, including the Company.
Subject to the overall supervision and control of the Directors, the Investment Manager will be responsible for the portfolio and risk management of the Company's assets in accordance with the terms of the Investment Management Agreement and the UK AIFM Regime. The Investment Manager is independent of the Company and the Administrator.
The CQS Group is a global diversified asset management firm running multiple strategies, with US\$14.6 billion assets under management (including mandates with discretionary management, sub-investment discretionary management, investment advice, collateral management and intermediation) as at 30 June 2024.
On 15 November 2023, it was announced that Manulife Investment Management – the global wealth and asset management arm of Manulife Financial Corporation, a Canadian multinational insurance company and financial services provider headquartered in Toronto, Ontario - has signed an agreement to acquire the Investment Manager. The acquisition completed in April 2024 and is not expected to impact the provision of services by the Investment Manager to the Company pursuant to the investment Management Agreement. The Investment Manager is now trading as 'Manulife | CQS Investment Management' but the name of the Company is not currently expected to change.
A summary of the Investment Management Agreement is set out in paragraph 6.2 of Part 8 (Additional Information) of this Prospectus.
Under the terms of the Investment Management Agreement the Investment Manager is entitled to an annual investment management fee, accrued daily and payable by the Company monthly in arrears, of 1.375 per cent. of the Company's Net Asset Value (inclusive of bank borrowings). The Investment Manager pays all its own costs and expenses in providing the services under the Investment Management Agreement.
The Investment Management Agreement is terminable by either party, without cause, giving to the other not less than 12 months' written notice of termination. In addition, the Company may terminate the Investment Management Agreement forthwith by written notice if:
The Investment Manager may also terminate the Investment Management Agreement forthwith by written notice if the Company is in material breach of its obligations under the Investment Management Agreement without rectifying the breach within 30 days' notice thereof, violates any material law or regulatory requirement applicable to it, goes into liquidation or has a receiver appointed over its assets. Furthermore, the Investment Management Agreement will terminate automatically if the Investment Manager ceases to be authorised by the FCA to perform all relevant functions in relation to the Company (including acting as its AIFM) unless the Investment Manager is no longer required to be so authorised. On termination of the Investment Management Agreement, the Investment Manager will be entitled to a pro rata entitlement to all fees to the date of termination.
The Investment Manager's key personnel who are responsible for managing the Investment Portfolio are:
Prior to joining the Investment Manager in 2011, Robert was an analyst at the Universities Superannuation Scheme and HSBC Global Asset Management where he focussed on the resources sector. Robert is a CFA charter holder and holds a BSc in Geological Sciences from the University of Leeds.
Keith joined NCIM in July 2013 from Mirabaud Securities where he was a senior natural resource analyst. Prior to Mirabaud, he was director of mining research at Evolution Securities. Previous to this, he was a top-ranked business services analyst at Dresdner Kleinwort Wasserstein, Commerzbank and Credit Suisse/BZW. He began his career in 1992 as a portfolio manager and research analyst at Scottish Amicable Investment Managers. Keith holds a BSc (Hons) in Applied Physics from Durham University.
The Company has appointed R&H Fund Services (Jersey) Limited to provide general fund administration services (including calculation of the NAV based on the data provided by the Investment Manager), bookkeeping and accounts preparation.
The Administrator has also been appointed as the company secretary of the Company to provide the company secretarial functions required by the Jersey Companies Law.
Under the Administration Agreement, the Administrator is entitled to an annual fee of £169,613.50 payable quarterly in arrears. The fee is subject to an increase on 1 January in each year in line with the increase in RPI. The Administrator is also entitled to be reimbursed by the Company for all disbursements properly incurred by it in connection with the provision of its services pursuant to the Administration Agreement.
The Administration Agreement may be terminated by either party giving to the other not less than six months' notice.
Details of the Administration Agreement are set out in paragraph 6.3 of Part 8 (Additional Information) of this Prospectus.
BNP Paribas, London Branch has been appointed by the Company to act as prime broker and custodian for the Company's investments, cash and other assets, and to accept the responsibility for the safe custody of the property of the Company which is delivered to and accepted by the Prime Broker or any of its subcustodians.
Under the Prime Brokerage Agreement, the Company pays the Prime Broker a margin over the prevailing SONIA rate in respect of the Company's borrowings from the Prime Broker. The Company shall also pay the Prime Broker any reasonable costs and expenses arising out of the provision of the services pursuant to the Prime Brokerage Agreement.
Details of the Prime Brokerage Agreement are set out in paragraph 6.4 of Part 8 (Additional Information) of this Prospectus.
The Company has appointed INDOS Financial Limited as Depositary. Under the terms of the Depositary Agreement the Depositary provides cash flow monitoring services, safe keeping of the Company's noncustody assets and certain oversight services in accordance with the UK AIFM Regime.
The Depositary is entitled to an annual fee equal to 0.02 per cent. of the Company's Net Asset Value up to £150 million, accrued daily and payable monthly in arrears, subject to a minimum monthly fee of £1,750. Under the terms of the Depositary Agreement the Depositary is also entitled to be reimbursed by the Company for its expenses properly incurred in performing, or arranging for the performance of, its services.
Details of the Depositary Agreement are set out in paragraph 6.5 of Part 8 (Additional Information) of this Prospectus.
The Company utilises the services of Computershare Investor Services (Jersey) Limited as registrar in relation to the transfer and settlement of its issued shares.
Under the terms of the Registrar Agreement, the Registrar is entitled to a fixed annual fee of £10,328 and variable fees based on the number of transfers and other actions taken on behalf of the Company. The Registrar is also entitled to be reimbursed by the Company for all reasonable out-of-pocket expenses incurred in connection with the provision of its services under the Registrar Agreement.
Details of the Registrar Agreement are set out in paragraph 6.6 of Part 8 (Additional Information) of this Prospectus.
The Company's register of members may be inspected at Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).
Each of the Directors is entitled to receive a fee from the Company at such rate as may be agreed with the Company from time to time. As at the date of this document, James Leahy receives a fee of £35,000 per annum for his role as a non-executive director, Gary Clark receives a fee of £40,000 per annum for his role as a non-executive director and chairman of the Audit and Risk Committee and Ian Reeves receives a fee of £45,000 per annum for his role as non-executive director and Chairman and chairman of the Nomination Committee. The Directors' fees are paid in equal instalments quarterly in arrears and are subject to an annual review by the Board.
All of the Directors are also entitled to be reimbursed for all reasonable and properly documented expenses incurred by them in connection with the performance of their duties.
The costs and expenses of Initial Admission are expected to be £754,815 (plus VAT, where appropriate) and will be borne by the Company. No expenses will be charged to investors by the Company.
The costs and expenses of the Company relating to the Placing Programme are those that arise from, or are incidental to, the issue of New Ordinary Shares pursuant to Placings. These include the fees payable in relation to each Subsequent Admission, including Admission fees, as well as fees and commissions due under the Sponsor and Placing Programme Agreement and any other applicable expenses in relation to the Placing Programme.
The costs and expenses of each issue of New Ordinary Shares under the Placing Programme will depend on subscriptions received and the relevant Placing Programme Price but are expected to be no more than 2 per cent. of the gross proceeds of each such issue under the Placing Programme. The costs and expenses of issuing New Ordinary Shares pursuant to any Placing will be covered by issuing such New Ordinary Shares at not less than the prevailing published Net Asset Value per Ordinary Share at the time of issue together with a premium to at least cover the costs and expenses of the relevant Placing of New Ordinary Shares (including, without limitation, any placing commissions).
The costs and expenses of the 2025 Subscription Rights Issue are those that arise from, or are incidental to, the issue of New Ordinary Shares pursuant to the 2025 Subscription Rights Issue. The costs and expenses of the 2025 Subscription Rights Issue will depend upon the subscriptions received and will be borne by the Company. No expenses will be charged to Shareholders by the Company.
In addition to the fees paid and expenses reimbursed to service providers and the Directors detailed above, the Company will also incur other ongoing annual operational expenses which will include fees paid to other service providers such as legal and accounting fees and other costs and expenses such as printing and finance which are currently expected to amount to 1.93 per cent. of Net Asset Value per annum (excluding all costs associated with making and realising investments) assuming a Net Asset Value on Initial Admission of £91.8 million.
The Investment Manager and its officers and employees may from time-to-time act for other clients or manage other funds, which may have similar investment objectives and policies to that of the Company. The Investment Manager may give advice and recommend securities to other managed accounts or investment funds which may differ from advice given to, or securities recommended or bought for, the Company, even though their investment strategies may be the same or similar. Circumstances may arise where investment opportunities will be available to the Company which are also suitable for one or more of such clients or funds. In addition, but subject to applicable laws and regulations and any confidentiality obligations, in providing services to clients (including investment companies), the Investment Manager may use information obtained by it which is used in managing the Company's investments.
The Investment Manager has regard to its obligations under the Investment Management Agreement to act in the best interests of the Company, so far as is practicable having regard to their obligations to other clients, when potential conflicts of interest arise. In the event of such a conflict of interest arising, the Investment Manager will seek to resolve it fairly. In particular, the Investment Manager will use its reasonable efforts to ensure that the Company has the opportunity to participate in potential investments identified by it which fall within the Company's investment objective and policy on the best terms reasonably obtainable at the relevant time with the aim of ensuring that the principle of best execution is attained.
Certain inherent conflicts of interest may also arise from the fact that the Investment Manager carries on other investment activities in which the Company has no interest. The Investment Management Agreement does not impose any specific obligations or requirements concerning the allocation of time, effort or investment opportunity by the Investment Manager to the Company. The Investment Manager's team will devote as much of their time to the activities of the Company as they deem necessary and appropriate. Neither the Investment Manager nor any other member of the CQS Group are restricted from forming additional investment funds, from entering into other investment management or advisory relationships or from engaging in other business activities, even though such activities may be in competition with the Company and/or may involve substantial time and resources of the Investment Manager. These activities could be viewed as creating a conflict of interest in that the time and effort of the Investment Manager's team will not be devoted exclusively to the business of the Company, but will be allocated between the business of the Company and the management of the monies of other clients of the Investment Manager.
The Company may, whether for the account of the Company or otherwise to the extent permitted by applicable law, engage in transactions with the Investment Manager or its affiliates.
The Investment Manager may allocate a portion of the Company's assets to portfolio investments managed by the Investment Manager or its affiliates to the extent that the Investment Manager determines, in its sole discretion, that such portfolio investments represent an appropriate investment strategy for the Company.
The Directors have satisfied themselves that the Investment Manager has procedures in place to address such potential conflicts of interest in accordance with its conflicts of interest and allocation policies. In particular, the Investment Manager has established policies and procedures designed to ensure fair treatment for all of its clients and, when an investment is made, to use its reasonable efforts to ensure that its clients for whom the investment is appropriate have the opportunity to participate in appropriate investments. Where possible, partially executed trades will be allocated on a pro rata basis.
The Investment Manager, its directors, officers, employees, agents and affiliates and the Directors and any person or company with whom they are affiliated or by whom they are employed (each an "Interested Party") may be involved in other financial, investment or other professional activities which may cause conflicts of interest with the Company. In particular, Interested Parties may provide services similar to those provided to the Company to other entities and shall not be liable to account for any profit from any such services. For example, an Interested Party may acquire on behalf of a client an investment in which the Company may invest. Furthermore, members of the Investment Manager's team may be personally invested in strategies advised by the CQS Group companies that are similar to the Company's investment strategy.
The Company's valuation policy is structured to provide adequate controls and avoid conflicts of interest. However, since the Investment Manager's fee is based on the Company's Net Asset Value, and since the valuation of unquoted investments may be based on information provided by the Investment Manager or its affiliates, there is the possibility that a conflict of interest may arise. In order to manage any conflict that might arise, valuations of unquoted equities will be reviewed periodically by the Board. In addition, if considered material to the audit, unquoted holdings will be reviewed by the Auditor on an annual basis as part of the audit of the Company's annual report and accounts. Further information on the valuation of the Company's unquoted investments is set out in paragraph 8 ("Valuation") of Part 1 (Information on the Company) of this Prospectus.
The Directors have considered the principles and provisions of the AIC Code. The AIC Code addresses the principles and provisions set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company as an investment company.
The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting Council and supported by the JFSC, provides more relevant information to Shareholders. The terms of the Financial Reporting Council's endorsement and the JFSC's support mean that AIC members who report against the AIC Code meet fully their obligations under the UK Corporate Governance Code and the related disclosure requirements contained in the UK Listing Rules.
The Company will comply with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code, except as set out below.
The UK Corporate Governance Code includes provisions relating to: the role of the chief executive; executive directors' remuneration; and the need for an internal audit function. The Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company and the Company does not, therefore, propose to comply with them. In particular, the majority of the Company's day-to-day administrative functions are outsourced to third parties.
The Company's Audit and Risk Committee is chaired by Gary Clark, consists of all the Directors and will meet at least twice a year. The Board considers that the members of the Audit and Risk Committee have the requisite skills and experience to fulfil the responsibilities of the Audit and Risk Committee. The Audit and Risk Committee examines the objectivity and effectiveness of the Company's risk management and internal control systems. It reviews the half-yearly and annual reports and also receives information from the Investment Manager. It also reviews the scope, results, cost effectiveness, independence and objectivity of the external auditor.
Due to the size of the Company, the Directors have decided not to establish a separate Remuneration Committee or Management Engagement Committee. The determination of the Directors' fees and review of the performance of the Investment Manager are matters dealt with by the whole Board.
The Directors will comply with the share dealing code adopted by the Company in relation to their own dealings in Ordinary Shares. The Board is responsible for taking all proper and reasonable steps to ensure compliance with the share dealing code by the Directors.
The Board comprises of three independent non-executive directors. In accordance with the AIC Code, the Board as a whole has developed a succession policy whereby the longest serving Directors will retire upon the attainment of a successful and appropriate replacement. The Board has not appointed a Senior Independent Director but will continue to monitor the requirement.
Statutory accounts of the Company for the three financial years ended 30 September 2021 (audited) (the "2021 Annual Report and Accounts"), 30 September 2022 (audited) (the "2022 Annual Report and Accounts") and 30 September 2023 (audited) (the "2023 Annual Report and Accounts") and the unaudited interim accounts for the six months ended 31 March 2023 (the "2023 Interim Accounts") and the unaudited interim accounts for the six months ended 31 March 2024 (the "2024 Interim Accounts", and together with the 2021 Annual Report and Accounts, the 2022 Annual Report and Accounts, the 2023 Annual Report and Accounts and the 2023 Interim Accounts, the "Historical Financial Information") have been incorporated into this Prospectus by reference.
The Historical Financial Information has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and the requirements of the Jersey Companies Law. It was reported on by KPMG Channel Islands Limited ("KPMG"), a firm of chartered accountants and a member firm of the Institute of Chartered Accountants in England and Wales.
Where the Historical Financial Information makes reference to other documents, such other documents are not incorporated into and do not form part of this document. The table below comprises a cross reference list of information incorporated by reference.
The Historical Financial Information, which has been incorporated into this Prospectus by reference, included on the pages specified below the following information:
| Nature of information | 2021 Annual Report and Accounts (audited) (page no(s)) |
|---|---|
| Financial Highlights | 6 |
| Chairman's Statement | 9 |
| Investment Manager's Report | 10-11 |
| Statement of Directors' Responsibilities | 20 |
| Independent Auditor's Report | 21-24 |
| Statement of Comprehensive Income | 25 |
| Statement of Changes in Equity | 26 |
| Statement of Financial Position | 27 |
| Statement of Cash Flows | 28 |
| Notes to the Financial Statements | 29-43 |
| Nature of information | 2022 Annual Report and Accounts (audited) (page no(s)) |
| Financial Highlights | 6 |
|---|---|
| Chairman's Statement | 9 |
| Investment Manager's Report | 10-11 |
| Statement of Directors' Responsibilities | 20 |
| Independent Auditor's Report | 21-24 |
| Statement of Comprehensive Income | 25 |
| Statement of Changes in Equity | 26 |
| Statement of Financial Position | 27 |
| Statement of Cash Flows | 28 |
|---|---|
| Notes to the Financial Statements | 29-43 |
| Nature of information | 2023 Annual Report and Accounts (audited) (page no(s)) |
|---|---|
| Financial Highlights | 7 |
| Chairman's Statement | 10-11 |
| Investment Manager's Report | 12-14 |
| Statement of Directors' Responsibilities | 27 |
| Independent Auditor's Report | 28-33 |
| Statement of Comprehensive Income | 34 |
| Statement of Changes in Equity | 35 |
| Statement of Financial Position | 36 |
| Statement of Cash Flows | 37 |
| Notes to the Financial Statements | 38-56 |
| Nature of information | 2023 Interim Accounts | ||
|---|---|---|---|
| (unaudited) | |||
| (page no(s)) | |||
| Financial Highlights | 4 | ||
| Chairman's Statement | 5 | ||
| Investment Manager's Report | 6-7 | ||
| Statement of Comprehensive Income | 8 | ||
| Statement of Changes in Equity | 9 | ||
| Statement of Financial Position | 10 | ||
| Statement of Cash Flows | 11 | ||
| Notes to the Financial Statements | 12-21 |
| Nature of information | 2024 Interim Accounts | ||
|---|---|---|---|
| (unaudited) | |||
| (page no(s)) | |||
| Financial Highlights | 5 | ||
| Chairman's Statement | 6-8 | ||
| Investment Manager's Report | 9-11 | ||
| Statement of Comprehensive Income | 12 | ||
| Statement of Changes in Equity | 13 | ||
| Statement of Financial Position | 14 | ||
| Statement of Cash Flows | 15 | ||
| Notes to the Financial Statements | 16-26 | ||
Any statement contained in the Historical Financial Information which is deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein (or in a later document which is incorporated by reference herein) modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded to constitute a part of this Prospectus.
To the extent that any part of the Historical Financial Information that is incorporated into this document by reference itself contains information that is incorporated by reference, such information shall not form part of this Prospectus.
Those parts of the Historical Financial Information which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in the Prospectus.
Copies of the Historical Financial Information are available online at https://ncim.co.uk/geiger-counter-ltd/ and are also available for inspection at the address referred to in paragraph 14 (Documents available for inspection) of Part 8 (Additional Information) of this Prospectus.
The Company holds a position in High Power Exploration Inc ("HPX"), an unquoted global mineral exploration company, representing approximately 2.7 per cent. of the Company's Net Asset Value as at the Latest Practicable Date. This is the Company's only unquoted position with any significant attributable value.
HPX's plans to list through an IPO have not materialised post COVID and in the ongoing turbulent economic conditions. HPX has limited sources of operating cash flow and is currently reliant on its parent entity for ongoing liquidity. The future of its Nimba Iron Ore Project is also uncertain due to the macro environment.
In the 2021 Annual Report and Accounts KPMG qualified its audit opinion in connection with the HPX position and another unquoted investment in Ivanhoe Electric ("IVNE") held by the Company during the relevant period. The combined carrying value of these two investments was £2,047,933 as at 30 September 2021 based on a private placement price (which took place in March 2021) less a 30-50 per cent. discount. In its independent auditor's report, KPMG reported;
"We have been unable to obtain a sufficient level of information in respect of HPX and IVNE in order to conclude whether the valuation technique and methodology applied in deriving the carrying values as at 30 September 2021 is appropriate. Therefore, we are unable to conclude if the carrying value approximates fair value as at that date."
IVNE achieved a IPO in the financial year ended 30 September 2022, and it is now listed as an observable level 1 fair value price. However, HPX did not achieve an IPO during this period and its status as an unquoted investment remained unchanged.
In the 2022 Annual Report and Accounts, HPX's position was recorded by the Company at a carrying value of £1,898,148, measured at fair value as at 30 September 2022 based on a private placement price (which took place in March 2021) less a 50 per cent. discount.
In its independent auditor's report, KPMG qualified its audit opinion regarding this same matter and reported:
"We have been unable to obtain a sufficient level of information in respect of HPX in order to conclude whether the valuation technique and methodology applied in deriving the carrying values as at 30 September 2022 is appropriate. Therefore, we are unable to conclude if the carrying value approximates fair value as at that date."
In the 2023 Annual Report and Accounts HPX's position was recorded by the Company at a carrying amount of £1,502,852 measured at fair value as at 30 September 2023 based on a private placement price (which took place in March 2021) less a 65 per cent. discount. However, the actual value the Company may realise from HPX could differ to the carrying value due to a number of uncertainties, including whether HPX will be able to list through an IPO in the foreseeable future and whether it will continue to be able to rely on its parent company for ongoing liquidity.
In its independent auditor's report in the 2023 Annual Report and Accounts KPMG reported:
"We have been unable to obtain a sufficient level of information in respect of HPX in order to conclude whether the valuation technique and methodology applied in deriving the carrying value as at 30 September 2023 is appropriate. Therefore, we have been unable to obtain sufficient appropriate audit evidence over the carrying value of HPX as at the date and on the related gain on investment held at fair value for the year then ended."
The qualified audit opinion in the 2023 Annual Report and Accounts relates to uncertainty surrounding the valuation of one of the Company's investments and is not going concern related. This does not impact on the working capital position of the Company. Please refer to the working capital statement in paragraph 9 of Part 8 (Additional Information) of this document.
Selected key audited figures which summarise the financial condition of the Company in respect of the period covered by the Historical Financial Information is set out below. This information has been extracted without material adjustment from the Historical Financial Information referred to in paragraph 1 of this Part 4. Investors should read the entirety of the relevant report and not rely solely on the key or summarised information set out below.
| Statement of Comprehensive Income | Interim accounts for the six months to 31 March 2024 (unaudited) (£'000) |
Financial year ended 30 September 2023 (audited) (£'000) |
Interim accounts for the six months to 31 March 2023 (unaudited) (£'000) |
Financial year ended 30 September 2022 (audited) (£'000) |
Financial year ended 30 September 2021 (audited) (£'000) |
|---|---|---|---|---|---|
| Capital gains/(losses) on investments | |||||
| Gains/(losses) on investments held at fair value |
8,315 | 24,910 | (7,459) | 2,642 | 29,161 |
| Exchange gains/(losses) | (35) | 65 | 51 | (23) | (7) |
| Revenue | |||||
| Income | 26 | 177 | 31 | 244 | 119 |
| Total income/(losses) | 8,306 | 25,152 | (7,377) | 2,863 | 29,273 |
| Expenditure | |||||
| Investment Manager's fee | (713) | (1,056) | (542) | (931) | (447) |
| Other expenses | (205) | (445) | (493) | (944) | (581) |
| Total expenditure | (918) | ||||
| (1,501) | (1,035) | (1,875) | (1,028) | ||
| (Loss)/profit before finance costs and taxation |
7,388 | 23,651 | (8,412) | 988 | 28,245 |
| Finance costs | (382) | (582) | - | (162) | (33) |
| (Loss)/profit before taxation | 7,006 | 23,069 | (8,412) | 826 | 28,212 |
| Irrecoverable withholding taxation | (5) | (9) | (7) | (15) | (5) |
| (Loss)/profit after taxation | 7,001 | 23,060 | (8,419) | 811 | 28,207 |
| Total comprehensive (expense)/income | 7,001 | 23,060 | (8,419) | 811 | 28,207 |
| Statement of Financial Position |
As at 31 March 2024 (unaudited) (£'000) |
As at 30 September 2023 (audited) (£'000) |
As at 31 March 2023 (unaudited) (£'000) |
As at 30 September 2022 (audited) (£'000) |
As at 30 September 2021 (audited) (£'000) |
|---|---|---|---|---|---|
| Non-current assets |
|||||
| Investments held at fair value through profit or loss |
104,920 | 98,037 | 67,066 | 74,568 | 52,759 |
| Current assets | |||||
| Other receivables |
- | 3 | - | 11 | 12 |
| Cash and cash equivalents |
21 | 12 | 14 | 246 | 138 |
| Total assets | 104,941 | 98,052 | 67,080 | 74,825 | 52,909 |
| Current liabilities Bank overdraft |
(14,205) | (10,780) | (11,359) | (9,963) | (5,049) |
| Other payables | (367) | (273) | (201) | (178) | (141) |
| Total liabilities | (14,572) | (11,053) | (11,560) | (10,141) | (5,190) |
| Net assets | 90,369 | 86,999 | 55,520 | 64,684 | 47,719 |
| Stated capital and reserves |
|||||
| Stated capital | 74,286 | 77,917 | 77,917 | 78,662 | 62,508 |
| Capital reserve | 19,505 | 11,225 | (20,102) | (12,694) | (14,220) |
| Revenue reserve |
(3,422) | (2,143) | (2,295) | (1,284) | (569) |
| Equity shareholders' funds |
90,369 | 86,999 | 55,520 | 64,684 | 47,719 |
| Number of ordinary shares in issue |
127,748,708 | 134,544,153¹ | 134,539,251 | 136,809,153² | 102,746,227 |
| Net asset value per ordinary share (pence) |
70.74p | 64.66p | 41.27p | 47.46p | 46.44p |
¹ Excluding 4,902 Ordinary Shares held in treasury by the Company. For the purposes of calculating the Net Asset Value per Ordinary Share, the number of Ordinary Shares in issue as at 30 September 2023 was 134,539,251.
² Including 505,000 Ordinary Shares held in treasury by the Company. For the purposes of calculating the Net Asset Value per Ordinary Share, the number of Ordinary Shares in issue as at 30 September 2022 was 136,304,153.
The Historical Financial Information included, on the pages specified in the table below (which have been incorporated in this Prospectus by reference): descriptions of the Company's financial condition (in both capital and revenue terms); details of the Company's investment activity and portfolio exposure; and changes in its financial condition for the period covered by the historical financial information.
| Nature of information | 2021 Annual Report and Accounts |
|---|---|
| (page no(s)) | |
| Chairman's Statement | 9 |
| Investment Manager's Report | 10-11 |
| Nature of information | 2022 Annual Report and |
| Accounts | |
| (page no(s)) | |
| Chairman's Statement | 9 |
| Investment Manager's Report | 10-11 |
| Nature of information | 2023 Annual Report and |
| Accounts | |
| (page no(s)) | |
| Chairman's Statement | 10-11 |
| Investment Manager's Report | 12-14 |
| Nature of information | 2023 Interim Accounts |
| (page no(s)) | |
| Chairman's Statement | 5 |
| Investment Manager's Report | 6-7 |
| Nature of information | 2024 Interim Accounts |
| (page no(s)) | |
| Chairman's Statement | 6-8 |
| Investment Manager's Report | 9-11 |
The following table, sourced from the Company's internal accounting records, shows the Company's unaudited indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) and the Company's unaudited capitalisation as at 30 September 2024:
| Total current debt (including current portion of non-current debt) | As at 30 September | |
|---|---|---|
| 2024 (unaudited) | ||
| (£'000) | ||
| Guaranteed | - | |
| Secured | 13,352 | |
| Unguaranteed / unsecured | - | |
| 13,352 | ||
| Total non-current debt (excluding current portion of non-current debt) | (£'000) | |
| Guaranteed | - | |
| Secured | - | |
| Unguaranteed / unsecured | - |
| - | |
|---|---|
| Shareholder equity | (£'000) |
| Stated capital | 78,688 |
| Legal reserves | - |
| Other reserves | (2,537) |
| 76,151 |
There has been no material change in the capitalisation of the Company since 30 September 2024.
The following table shows the Company's unaudited net indebtedness16 as at 30 September 2024:
| As at 30 September | |
|---|---|
| 2024 (unaudited) | |
| (£'000) | |
| A. Cash | 221 |
| B. Cash equivalents | - |
| C. Other current financial assets | 86,697 |
| D. Liquidity (A + B + C) | 86,918 |
| E. Current financial debt (including debt instruments, but excluding | 13,352 |
| current portion of non-current financial debt) | |
| F. Current portion of non-current financial debt | - |
| G. Current financial indebtedness (E + F) | 13,352 |
| H. Net current financial indebtedness / (receivables) (G – D) | (73,566) |
| I. Non-current financial debt (excluding current portion and debt | - |
| instruments) | |
| J. Debt instruments | - |
| K. Non-current trade and other payables | - |
| L. Non-current financial indebtedness (I + J + K) | - |
| M. Total financial indebtedness / (receivables) (H + L) | (73,566) |
Save as disclosed below, there has been no significant change in the financial position of the Company since 31 March 2024, being the end of the last financial period for which unaudited financial information has been published.
Between 1 April 2024 and the Latest Practicable Date:
16 There is no direct or contingent indebtedness.
As referred to above, the parts of the Historical Financial Information referenced in this Part 4 have been incorporated into this document by reference. The parts of those reports not referenced in this Part 4 are either not relevant for investors or are covered elsewhere in this Prospectus.
Any statement contained in the Historical Financial Information which is incorporated by reference herein, shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein (or in a later document which is incorporated by reference herein) modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
Copies of the Historical Financial Information are available online at https://ncim.co.uk/geiger-counter-ltd/ and are available for inspection at the address referred to in paragraph 14 of Part 8 (Additional Information) of this Prospectus.
Following Initial Admission, and subject to Shareholder approval, the Directors may issue up to 300 million New Ordinary Shares pursuant to the Placing Programme without having to first offer those New Ordinary Shares to existing Shareholders.
The Placing Programme is being implemented to enable the Company to raise additional capital in the period from 28 November 2024 to 21 November 2025. The Directors intend to use the net proceeds of the Placing Programme to acquire investments in accordance with the Company's investment objective and policy.
Applications will be made for the New Ordinary Shares to be issued pursuant to the Placing Programme to be admitted to listing in the closed-ended investment funds category of the Official List and to trading on the Main Market. It is expected that any Subsequent Admission(s) pursuant to the Placing Programme will become effective and that dealings for normal settlement in such New Ordinary Shares will commence between 28 November 2024 and 21 November 2025.
Additionally, pursuant to the 2025 Subscription Rights Issue each Shareholder is entitled to subscribe for New Ordinary Shares on the basis of one New Ordinary Share for every five Existing Ordinary Shares registered in the name of the Shareholder on the Record Date at a price per New Ordinary Share equal to the undiluted NAV per Ordinary Share of 74.58 pence as at 1 May 2024.
The actual number of New Ordinary Shares to be issued pursuant to the 2025 Subscription Rights Issue is not known as at the date of this Prospectus but will be notified by the Company through a Regulatory Information Service prior to the relevant Subsequent Admission. Based on the number of Existing Ordinary Shares and on the assumption that the Subscription Rights are exercised in full, a maximum of 28,239,961 New Ordinary Shares will be issued pursuant to the 2025 Subscription Rights Issue raising gross proceeds of £21,061,362 and expected estimated net proceeds of £20,804,458. The Directors intend to use the net proceeds of the 2025 Subscription Rights Issue to acquire investments in accordance with the Company's investment objective and policy.
Application will be made for the New Ordinary Shares to be issued pursuant to the 2025 Subscription Rights Issue to be admitted to listing in the closed-ended investment funds category of the Official List and to trading on the Main Market. It is expected that the Subsequent Admission of New Ordinary Shares pursuant to the 2025 Subscription Rights Issue will become effective and dealings in Ordinary Shares on the Main Market will commence at 8.00 a.m. on 9 May 2025.
Subject to Shareholder approval, the Directors may issue up to 300 million New Ordinary Shares pursuant to the Placing Programme without having to first offer those New Ordinary Shares to existing Shareholders.
The Placing Programme may be implemented by a series of Placings of New Ordinary Shares at the Placing Programme Price, the terms of which are set out in Part 6 (Terms and conditions of application under any Placing under the Placing Programme) of this Prospectus. The Placing Programme may have a number of closing dates in order to provide the Company with the ability to issue New Ordinary Shares over the duration of the Placing Programme.
The issue of New Ordinary Shares under the Placing Programme is at the discretion of the Directors. Issues may take place at any time prior to the final closing date of 21 November 2025 (or any earlier date on which it is fully subscribed or otherwise at the discretion of the Directors). There is no minimum subscription. The number of New Ordinary Shares available under the Placing Programme is intended to be flexible and should not be taken as an indication of the number of shares to be issued.
An announcement of each Placing under the Placing Programme will be released via a Regulatory Information Service, including details of the number of New Ordinary Shares to be issued and the Placing Programme Price for the Placing. Any issues of New Ordinary Shares will be notified by the Company through a Regulatory Information Service and the Company's website, prior to each Subsequent Admission. The Placing Programme is not being underwritten.
The net proceeds of any Placings under the Placing Programme are dependent on the number of New Ordinary Shares issued and the relevant Placing Programme Price(s). For illustrative purposes only, assuming 300 million New Ordinary Shares are issued pursuant to the Placing Programme (being the maximum number of New Ordinary Shares available thereunder), and assuming such shares are issued at 66.2 pence per New Ordinary Share, this would result in gross issue proceeds under the Placing Programme of £198.9 million and expected net issue proceeds of at least £194.9 million.
The Placing Programme will be suspended at any time when the Company is unable to issue New Ordinary Shares under any statutory provision or other regulation applicable to the Company or otherwise at the Directors' discretion. The Placing Programme may resume when such conditions cease to exist.
Each Placee agrees to be bound by the Articles once the New Ordinary Shares, which the Placee has agreed to subscribe for pursuant to the Placing Programme, have been acquired by the Placee. The contract to subscribe for the Ordinary Shares under the Placing Programme and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Company, the Investment Manager, Cavendish and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the Placee in any other jurisdiction.
Each issue of New Ordinary Shares pursuant to a Placing is conditional, inter alia, on:
The price at which New Ordinary Shares will be issued pursuant to the Placing Programme will be
determined by the Company and will be not less than the prevailing published Net Asset Value per Ordinary Share at the time of issue together with a premium to at least cover the costs and expenses of the relevant Placing of New Ordinary Shares (including, without limitation, any placing commissions). The costs and expenses of each issue of New Ordinary Shares under the Placing Programme will depend on subscriptions received and the relevant Placing Programme Price, but are expected to be no more than 2 per cent. of the gross proceeds of each such issue under the Placing Programme.
The Placing Programme Price will be announced via a Regulatory Information Service as soon as practicable in conjunction with each Placing.
If a Placing does not proceed, application monies received will be returned to applicants without interest within 14 days at the applicants' risk.
The procedure for exercising the Subscription Rights varies according to whether a Shareholder holds its Ordinary Shares in certificated or uncertificated form (that is, in CREST).
Shareholders who hold their Ordinary Shares in uncertificated form should send a USE (Unmatched Stock Event) Instruction (a "USE Instruction") as set out below together with a remittance for the aggregate Subscription Price. When sending a USE Instruction, Shareholders should use the following participant and member account IDs when processing their instructions.
The corporate action ISIN in respect of the Subscription Rights is JE00BNGBBM60. If you hold your Ordinary Shares in uncertificated form, you will be allocated a Subscription Right entitlement in CREST by reference to your shareholding as at close of business on 7 April 2025.
If you buy Ordinary Shares after this date, please contact the Registrar on 0370 707 4040 (or +44 370 707 4040, if calling from outside the United Kingdom). Once received, the USE Instruction shall be irrevocable save with the consent of the Directors. Shareholders 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 the instruction and its settlement.
The Company may in its sole discretion:
CREST sponsored member or (where applicable) CREST sponsor, the CREST member or CREST sponsored member is unable validly to exercise his Subscription Right by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of the facilities and/or systems operated by the registrars in connection with CREST.
The USE Instruction should be inputted to settle by 5.00 p.m. on 28 April 2025. If you have any enquiries regarding the procedures described above, these should be referred, in the case of CREST sponsored members, to their CREST sponsor and, in the case of other members including CREST sponsors, to the Company's registrar, Computershare Investor Services PLC on 0370 707 4040 (or +44 370 707 4040, if calling from outside the United Kingdom).
New Ordinary Shares to be issued pursuant to the exercise of Subscription Rights which are conferred by Ordinary Shares held in uncertificated form will be issued with effect from Admission pursuant to the 2025 Subscription Rights Issue to the same investment or stock exchange as the Company's existing Ordinary Shares are admitted. The Company shall take reasonable steps to procure that the appropriate instructions are given to enable such New Ordinary Shares to be credited in uncertificated form to the relevant account within the relevant electronic system of the person(s) in whose name(s) the Ordinary Shares in respect of which Subscription Rights have been exercised were registered as at the Subscription Date.
Shareholders who hold their Ordinary Shares in certificated form must lodge the following documents at the office of the Registrar at Computershare Investor Services PLC, Corporate Actions, The Pavilions, Bridgwater Road, Bristol BS99 6AH by 5.00 p.m. on 28 April 2025:
For Shareholders holding their Ordinary Shares in certificated form, a personalised Application Form accompanies this document. Once lodged, an Application Form shall be irrevocable save with the consent of the Directors. New Ordinary Shares to be issued pursuant to the exercise of Subscription Rights which are conferred by any Ordinary Shares that are on the Subscription Date held in certificated form will be issued with effect from Admission pursuant to the 2025 Subscription Rights Issue and certificates in respect of such New Ordinary Shares will be despatched (at the risk of the person(s) entitled thereto) not later than 28 days after of Admission pursuant to the 2025 Subscription Rights Issue to the person(s) in whose name(s) the Ordinary Share is registered at the Subscription Date (and, if more than one, to the firstnamed, which shall be sufficient despatch for all).
Shareholders are not obliged to exercise their Subscription Rights pursuant to the 2025 Subscription Rights Issue.
If any Shareholders do not exercise their Subscription Rights within seven days following the Subscription Date, the Company shall appoint a trustee (the "Subscription Trustee") who, provided that in such trustee's opinion the net proceeds of sale after deduction of all costs and expenses incurred by, and any fee payable to, such trustee will exceed the costs of exercising the Subscription Rights, including the Subscription Price, shall (on behalf of the relevant Shareholders) within the period of 14 days following the Subscription Date, exercise all or some of the Subscription Rights which shall not have been exercised on the terms on which the same could have been exercised on the Subscription Date and sell in the market (on behalf of the relevant Shareholders) the New Ordinary Shares resulting from such exercise.
The Subscription Trustee's obligations to exercise Subscription Rights shall be limited to its opinion of the level of market demand to acquire New Ordinary Shares at a price that will generate net profit and the Board's overall discretion that exercise of the Subscription Rights will be in the best interests of the Company.
The Subscription Trustee shall distribute pro rata the net profit to the persons entitled thereto at the risk of such persons within 56 days of the Subscription Date, provided that entitlements of under £5.00 shall be retained for the benefit of the Company.
If the Subscription Trustee shall not exercise the Subscription Rights within the period of 14 days following the Subscription Date, the Subscription Rights in respect of the Subscription Date shall lapse.
There can be no guarantee that such a sale of Subscription Rights will be possible or at what price. Shareholders are therefore advised to consider carefully their options concerning whether to exercise their Subscription Rights or not and to seek financial advice if unsure of their position.
If the Subscription Trustee does not exercise the Subscription Rights in full on Shareholders' behalf, the unexercised Subscription Rights will lapse with no value and no compensation will be payable to Shareholders.
Applications under each Placing under the Placing Programme may be scaled back at the absolute discretion of the Company (in consultation with Cavendish).
The 2025 Subscription Rights Issue shall not be subject to scaling back.
The costs and expenses of the Company relating to the Placing Programme are those that arise from, or are incidental to, the issue of New Ordinary Shares pursuant to Placings. These include the fees payable in relation to each Subsequent Admission, including Admission fees, as well as fees and commissions due under the Sponsor and Placing Programme Agreement and any other applicable expenses in relation to the Placing Programme.
The costs and expenses of each issue of New Ordinary Shares under the Placing Programme will depend on subscriptions received and the relevant Placing Programme Price, but are expected to be no more than 2 per cent. of the gross proceeds of each such issue under the Placing Programme. The costs and expenses of any Placing will be covered by issuing such New Ordinary Shares at not less than the prevailing published Net Asset Value per Ordinary Share at the time of issue together with a premium to at least cover the costs and expenses of the relevant Placing of New Ordinary Shares (including, without limitation, any placing commissions).
Assuming the Subscription Rights are exercised in full, the costs and expenses of the 2025 Subscription Rights Issue and related Subsequent Admission are expected to be approximately £246,291 (plus VAT, where appropriate) and will be borne by the Company.
The Sponsor and Placing Programme Agreement contains provisions entitling Cavendish to terminate the Sponsor and Placing Programme Agreement (and the arrangements associated with it) at any time prior to Initial Admission or any Subsequent Admission in certain circumstances. If this right is exercised, the Sponsor and Placing Programme Agreement and these arrangements will lapse. Any monies received in respect of any relevant Placing will be returned to applicants without interest within 14 days at the applicant's risk.
In consideration for its services in relation to Initial Admission, the Placing Programme and the 2025 Subscription Rights Issue Cavendish will be paid a corporate finance fee and will be entitled to be reimbursed for its reasonable and properly incurred out-of-pocket expenses.
The Sponsor and Placing Programme Agreement provides for Cavendish to be paid commission by the Company in respect of the New Ordinary Shares to be allotted pursuant to the Placing Programme and Cavendish will be entitled to be reimbursed for reasonable and properly incurred out-of-pocket expenses. Any New Ordinary Shares subscribed for by Cavendish may be retained or dealt in by it for its own benefit.
Under the Sponsor and Placing Programme Agreement Cavendish is entitled at its discretion and out of its own resources at any time to rebate to some or all investors, or to other parties, part or all of its commission or fees relating to the Placing Programme. Cavendish is also entitled under the Sponsor and Placing Programme Agreement to retain agents and may pay commission or fees in respect of the Placing Programme to any or all of those agents out of its own resources.
Pursuant to AML Legislation with which the Company must comply in Jersey and the UK, the Company and its agents (and their agents) or the Investment Manager may require evidence in connection with any application for New Ordinary Shares, including further identification of the applicant(s), before any New Ordinary Shares are issued to that applicant.
In the event that there are any significant changes affecting any of the matters described in this Prospectus or where any significant new matters have arisen after the publication of this Prospectus and prior to 21 November 2025, the Company will publish a supplementary prospectus. The supplementary prospectus will give details of the significant change(s) or the significant new matter(s).
Applications will be made to the FCA for all of Existing Ordinary Shares to be admitted to listing in the closed-ended investment funds category of the Official List and to the London Stock Exchange for all of the Existing Ordinary Shares to be admitted to trading on the Main Market. It is expected that Initial Admission will become effective and dealings will commence on 28 November 2024.
The Placing Programme may have a number of closing dates in order to provide the Company with the ability to issue New Ordinary Shares over the duration of the Placing Programme. Applications will be made to the FCA for all the New Ordinary Shares issued pursuant to the Placing Programme to be admitted to listing in the closed-ended investment funds category of the Official List and to the London Stock Exchange for all the New Ordinary Shares issued pursuant to the Placing Programme to be admitted to trading on the Main Market. It is expected that any Subsequent Admissions pursuant to Placings under the Placing Programme will become effective and dealings will commence between 28 November 2024 and 21 November 2025. All Ordinary Shares issued pursuant to the Placing Programme will be issued conditionally on the relevant Subsequent Admission occurring.
Applications will be made to the FCA for all the New Ordinary Shares to be issued pursuant to the 2025 Subscription Rights Issue to be admitted to listing in the closed-ended investment funds category of the Official List and to the London Stock Exchange for all the New Ordinary Shares to be issued pursuant to the 2025 Subscription Rights Issue to be admitted to trading on the Main Market. It is expected that Subsequent Admission of such New Ordinary Shares issued pursuant to the 2025 Subscription Rights Issue will become effective and dealings will commence on 9 May 2025.
The New Ordinary Shares to be issued pursuant to the Placing Programme and the 2025 Subscription Rights Issue will be issued in registered form and may be held in either certificated or uncertificated form. In the case of New Ordinary Shares to be issued in uncertificated form pursuant to the Placing Programme and the 2025 Subscription Rights Issue, these will be transferred to successful applicants through the CREST system. Dealings in the New Ordinary Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned.
CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Ordinary Shares under the CREST system. Settlement of transactions in the New Ordinary Shares issued pursuant to the Placing Programme following any relevant Subsequent Admission, and settlement of transactions in the New Ordinary Shares issued pursuant to the 2025 Subscription Rights Issue following the relevant Admission may take place within the CREST system if any Shareholder so wishes.
The Company will arrange for CREST to be instructed to credit the appropriate CREST accounts of the applicants concerned or their nominees with their respective entitlements to New Ordinary Shares pursuant to any Placing and the 2025 Subscription Rights Issue, as applicable. The names of applicants or their nominees that invest through their CREST accounts will be entered directly on to the share register of the Company.
Where applicable, definitive share certificates in respect of New Ordinary Shares issued pursuant to each Placing are expected to be despatched by post at the risk of recipients to the relevant holders within 10 Business Days following the relevant Subsequent Admission. Where applicable, definitive share certificates in respect of the New Ordinary Shares issued pursuant to the 2025 Subscription Rights Issue are expected to be despatched by post at the risk of recipients to the relevant holders within 28 days of the Subscription Date. In each case, prior to the despatch of definitive share certificates in respect of any New Ordinary Shares which are held in certificated form, transfer of those New Ordinary Shares will be certified against the Register. No temporary documents of title will be issued.
The New Ordinary Shares issued pursuant to the Placing Programme and the 2025 Subscription Rights Issue will rank pari passu with the existing Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the existing Ordinary Shares by reference to a record date prior to the issue of the relevant New Ordinary Shares).
The ISIN number of the Ordinary Shares is GB00B15FW330 and the SEDOL code is B15FW33.
Assuming that the Subscription Rights are exercised in full pursuant to the 2025 Subscription Rights Issue and the Company's issued share capital does not otherwise change following the date of this Prospectus, there would be a dilution of approximately 16.7 per cent. in Shareholders' voting control of the Company (assuming that such Shareholders choose not to, or are unable to exercise their Subscription Rights pursuant to the 2025 Subscription Rights Issue).
If the NAV per Ordinary Share at the time of exercise of any Subscription Rights exceeds the Subscription Price, the issue of the New Ordinary Shares upon such exercise will also have a dilutive effect on the NAV per Ordinary Share. The extent of such dilution will depend on the number of New Ordinary Shares that are subscribed for and the difference between the Subscription Price and the NAV per Ordinary Share prevailing at the time the New Ordinary Shares are issued pursuant to the exercise of the Subscription Rights under the 2025 Subscription Rights Issue. The perceived risk of dilution may cause the market price of the Ordinary Shares to reflect a lesser sensitivity to increases in the NAV per Ordinary Share than might otherwise be expected.
Assuming that 300 million New Ordinary Shares are issued pursuant to the Placing Programme (being the maximum number of New Ordinary Shares available thereunder) and the Company's issued share capital does not otherwise change following the date of this Prospectus, there would be a dilution of approximately 68 per cent. in Shareholders' voting control of the Company (assuming that such Shareholders choose not to, or are unable to, participate in any Placings under the Placing Programme). However, there will not be any dilution in the NAV per Ordinary Share as a result of any Placing under the Placing Programme.
As at the Latest Practicable Date, the Existing Ordinary Shares were trading at a 23.8 per cent. discount to the NAV per Ordinary Share. Should that level of discount persist, there should be no expectation that any New Ordinary Shares will be issued pursuant to the Placing Programme.
As at the Latest Practicable Date, the mid-market share price of the Existing Ordinary Shares was 49.5. Were the Ordinary Shares to be trading at a price below the Subscription Price of 74.58 pence ahead of the Subscription Date of 30 April 2025, there should be no expectation that any New Ordinary Shares will be subscribed for pursuant to the 2025 Subscription Rights Issue.
The Placing Programme is being implemented in order to raise funds to invest in accordance with the published investment policy and objective of the Company.
The 2025 Subscription Rights Issue is being made in accordance with the Subscription Right embedded in the Articles which was introduced by the Company in 2021 as a means to meet the Board's objectives of growing the Company's asset base.
The 2025 Subscription Rights Issue is implemented in order to raise funds to invest in accordance with the published investment policy and objective of the Company.
The Directors believe that an increase in the Company's issued Ordinary Share capital and total assets through the implementation of the Placing Programme and the 2025 Subscription Rights Issue should reduce the Company's expense ratio as the fixed operating costs of running the Company would be spread over a greater asset base.
The Directors intend to use the net proceeds of any Placing pursuant to the Placing Programme and the 2025 Subscription Rights Issue to acquire investments in accordance with the Company's investment objective and investment policy. The Directors, as advised by the Investment Manager, believe that there are attractive opportunities for the Company to deliver long-term capital returns for Shareholders.
As at the date of this Prospectus, there are no interests that are material to the Placing Programme and/or the 2025 Subscription Rights Issue and no conflicting interests.
The Ordinary Shares are designed to be suitable for institutional investors and private investors. Accordingly, typical investors in the Ordinary Shares are expected to be institutional investors, private clients through their wealth managers, experienced investors, high net worth investors, professionally advised investors and knowledgeable unadvised retail investors who have taken appropriate steps to ensure that they understand the risks involved in investing in the Company and who have sufficient resources to be able to bear any losses (which may equal the whole amount invested) that may result from such an investment.
Furthermore, an investment in the Ordinary Shares should constitute part of a diversified investment portfolio. It should be remembered that the price of securities and the income from them can go down as well as up.
Potential investors in any territory other than the United Kingdom should refer to the notices set out in the section entitled "Important Information" of this Prospectus.
The offer of New Ordinary Shares under the Placing Programme to persons who are not resident in, or who are not citizens of, the UK may be affected by the laws of the relevant jurisdictions. Such persons should consult their professional advisers as to whether they require any government or other consents or need to observe any applicable legal requirements to enable them to obtain New Ordinary Shares under the Placing Programme. It is the responsibility of all such persons receiving this document and/or wishing to subscribe for New Ordinary Shares under the Placing Programme to satisfy themselves as to full observance of the laws of the relevant territory in connection therewith, including obtaining all necessary governmental or other consents that may be required and observing all other formalities needing to be observed and paying any issue, transfer or other taxes due in such territory.
No person receiving a copy of this document in any territory other than the UK may treat the same as constituting an offer or invitation to him/her under the Placing Programme, unless in the relevant territory such an offer can lawfully be made to him/her without compliance with any further registration or other legal requirements.
Persons (including, without limitation, nominees and trustees) receiving this document may not distribute or send it to any US Person or in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. In particular, investors should note that the Company has not, and will not be, registered under the US Investment Company Act and the offer, issue and sale of the New Ordinary Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, the New Ordinary Shares are only being offered and sold outside the United States to non-US Persons in reliance on the exemption from the registration requirements of the US Securities Act provided by Regulation S thereunder. The New Ordinary Shares may not be offered, sold, pledged or otherwise transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, any US Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States.
The Company reserves the right to treat as invalid any agreement to subscribe for New Ordinary Shares under the Placing Programme if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.
Each Application Form or USE Instruction will be deemed to contain a representation that, at the time of submission to the Company, the holder of the Ordinary Shares concerned is not a US Person or a person in any jurisdiction where his exercise of Subscription Rights is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, including Canada, Australia, Japan, or the Republic of South Africa or, if he is such a person, his exercise of Subscription Rights is permitted by, and will not infringe, the securities laws of the relevant jurisdiction.
Should you have any queries about the Subscription Right described in this document, please call the Registrar on 0370 707 4040 (or +44 370 707 4040, if calling from outside the United Kingdom). Please note, however, that the Registrar is unable to offer investment advice as to whether you should exercise your Subscription Rights. In this respect, if you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is (if you are taking advice inside the United Kingdom) authorised under FSMA or, if you are taking advice in a territory outside the United Kingdom, is an appropriately authorised independent financial adviser.
By agreeing to subscribe for New Ordinary Shares under any Placing, each Placee which enters into a commitment to subscribe for New Ordinary Shares will (for itself and any person(s) procured by it to subscribe for New Ordinary Shares and any nominee(s) for any such person(s)) be deemed to represent, warrant and acknowledge to each of the Company, the Investment Manager, the Registrar and Cavendish, in respect of the relevant Placing, that:
Ordinary Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those New Ordinary Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
Prospectus or any other offering materials concerning the Placing or the New Ordinary Shares into the United States or to any US Persons, nor will it do any of the foregoing;
the New Ordinary Shares are no longer accurate, it shall promptly notify Cavendish and the Company;
require settlement in certificated form if, in its opinion, delivery or settlement is not possible or practicable within the CREST system within the timescales previously notified to the Placee (whether orally, in the Contract Note or otherwise) or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
The Company reserves the right to reject all or part of any offer to purchase New Ordinary Shares for any reason. The Company also reserves the right to sell fewer than all of the New Ordinary Shares offered by this Prospectus or to sell to any purchaser fewer than all of the New Ordinary Shares a purchaser has offered to purchase.
Each Placee:
6.1 Each Placee acknowledges and agrees that it has been informed that, pursuant to the Data Protection (Jersey) Law 2018, the Data Protection Authority (Jersey) Law 2018 and any other legislation in Jersey concerning data protection, EU General Data Protection Regulation 2016/679 ("EU GDPR") and/or the EU GDPR as it forms part of the domestic law of the United Kingdom by virtue of the EUWA ("UK GDPR") and the UK Data Protection Act 2018 (as amended from time to time) (together, the "Data Protection Legislation") the Company and/or the Registrar may hold personal data (as defined in the Data Protection Legislation) relating to past and present Shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used (subject to any limitations on retention periods set out in applicable law). The Registrar will process such personal data at all times in compliance with Data Protection Legislation and shall only process for the purposes set out in the Company's privacy notice, which is available for review on the Company's website https://ncim.co.uk/wp/wpcontent/uploads/2024/03/Geiger-Counter-Limited-Privacy-Notice-2024.pdf (the "Privacy Notice"), including for the purposes set out below (collectively, the "Purposes"), being to:
"GEIGER COUNTER LIMITED (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED. IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.";
Information Requirements") such as FATCA. It agrees to furnish any information and documents, which the Company may from time to time request for the purpose of compliance with the Exchange of Information Requirements, including but not limited to information required under FATCA, and it further consents to allowing and authorising the Company to disclose and supply any information, forms or documentation to HMRC (who may, if required, in turn pass it on to the tax authorities of any other relevant jurisdiction) and, to the extent relevant it shall procure that the beneficial owner of the New Ordinary Shares provides such consent and authorisation to the Company in respect of any such information forms or documents relating to it;
If Cavendish, the Registrar or the Company or any of their agents request any information about a Placee's agreement to subscribe for New Ordinary Shares under the Placing, such Placee must promptly disclose it to them.
9.1 If the Placee is outside the United Kingdom, neither this Prospectus nor any other offering, marketing or other material in connection with any Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for New Ordinary Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and New Ordinary Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements.
Each Placing is subject to the satisfaction of the conditions contained in the Sponsor and Placing Programme Agreement and the Sponsor and Placing Programme Agreement not having been terminated. Further details of the terms of the Sponsor and Placing Programme Agreement are contained in paragraph 6.1 of Part 8 (Additional Information) of this Prospectus.
The information below, which relates only to Jersey and United Kingdom taxation, is for general information purposes only. It is a general summary of certain tax matters relating to the Company and to persons who are resident for tax purposes solely in Jersey or, as the case may be, the United Kingdom, who are the absolute beneficial owners of their Ordinary Shares and of any dividends payable on them and who hold their Ordinary Shares as an investment. It is not intended to be a comprehensive summary of all potentially relevant tax considerations. It is not intended to constitute, and should not be relied upon as, legal or tax advice to Shareholders or any other person.
The information below is based on current Jersey and United Kingdom tax law and published practice which is, in principle, subject to change (potentially with retrospective effect). Certain categories of Shareholders may be subject to special tax rules. These include dealers in securities, traders, brokers, bankers, tax exempt entities, trusts, persons connected with the Company, collective investment schemes, insurance companies, Shareholders who (either alone or together with connected persons) hold 10 per cent. or more of the Ordinary Shares in the Company, and persons who acquired their shares in connection with their (or another person's) office or employment. The position of such Shareholders is not addressed in these comments. Nor is the position of any Shareholders who are involved in arrangements to avoid tax or obtain a tax advantage. The tax consequences for each Shareholder of investing in the Company will depend on the Shareholder's own tax position and upon the relevant laws of any jurisdiction to which the Shareholder is subject.
All Shareholders or prospective investors in the Company should consult their own professional advisers as to the tax consequence for them of an investment in the Company.
Under Article 123C of the Jersey Income Tax Law and on the basis that the Company is tax resident in Jersey, the Company (being neither a financial services company nor a specified utility company under the Jersey Income Tax Law at the date of this document) will (except as noted below) be regarded as subject to Jersey income tax at a rate of zero per cent.
If the Company derives any income from regulated financial services such income will be subject to tax at the rate of 10 per cent. If the Company derives any income from either (a) the ownership or disposal of land in Jersey, or (b) from the importation of or supply in Jersey of hydrocarbon oils, such income will be subject to tax at the rate of 20 per cent. It is not expected that the Company will derive any such income.
Dividends on Ordinary Shares may be paid by the Company without withholding or deduction for, or on account of, Jersey income tax and holders of Ordinary Shares will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such Ordinary Shares.
Non-Jersey resident Shareholders will be exempt from Jersey income tax on receipt of any distributions from the Company.
Shareholders who are resident in Jersey for income tax purposes may be liable to pay income tax on distributions (including redemption proceeds) received from the Company.
The attention of investors who are resident in Jersey for taxation purposes is drawn to Article 134A of the Income Tax (Jersey) Law 1961, the effect of which is that, if the Jersey Comptroller of Taxes is of the opinion that the main purpose, or one of the main purposes, of a transaction, or a combination or series of transactions, is the avoidance, or reduction, of the liability of any person to income tax, the Comptroller may make such assessment or additional assessment on that person as the Comptroller considers appropriate to counteract such avoidance or reduction of liability.
Jersey does not levy taxes on capital inheritances, capital gains, gifts, sales or turnover, nor are there estate duties.
No stamp duty is levied on the transfer inter vivos, exchange or repurchase of Ordinary Shares but there is a stamp duty payable when Jersey grants of probate and letters of administration are required. Stamp duty of up to 0.75 per cent. is payable on the grant of probate or letters of administration in Jersey in respect of a deceased natural person (i) who dies domiciled in Jersey, on the value of the moveable estate (including any securities or interests therein) and (ii) otherwise, on the value of so much of the estate (including any securities therein), if any, as is situated in Jersey.
Jersey has an indirect tax, Goods and Services Tax ("GST"), which is levied at 5 per cent. on taxable supplies.
The Company qualifies as an "international services entity" ("ISE") for the purposes of the Goods and Services Tax (Jersey) Law 2007 (the "GST Law") and, accordingly, it is not required:
To become an ISE, the Company made the required election and pays an annual fee.
Information relating to a Shareholder's Ordinary Shares, the Shareholder and beneficial owners may be required to be provided to tax authorities in certain circumstances pursuant to domestic or international reporting and transparency regimes. This may include (but is not limited to) information relating to the value of the Shareholder's Ordinary Shares, amounts paid or credited with respect to such Ordinary Shares, details of the holders or beneficial owners of the Ordinary Shares and information and documents in connection with transactions relating to the Ordinary Shares. In certain circumstances, the information obtained by a tax authority may be provided to tax authorities in other countries.
Where a Shareholder fails to provide any requested information (regardless of the consequences), the Company reserves the right to take any action and/or pursue all remedies at its disposal including, without limitation, compulsory repurchase of the Shareholder's shares in the Company and withdrawal of the Shareholder from the Company.
In June 2018 Council Directive 2018/822/EU ("DAC 6") came into force to combat aggressive tax-planning. DAC 6 extends Directive 2011/16/EU in the field of mandatory automatic exchange of information relating to taxation, by introducing mandatory disclosure rules for intermediaries (e.g. accountants, lawyers) and in some instances taxpayers in respect of cross-border arrangements that possess certain features. Due to the broad drafting, and current lack of limiting guidance, DAC 6 has the potential to require disclosure of information in a wide range of circumstances.
In December 2018, the States of Jersey gave a political commitment to the EU Code of Conduct Group (Business Taxation) that it would introduce a mandatory disclosure regime ("MDR") as a "further transparency measure". There are two recognized models available for the implementation of MDR, being (i) DAC 6 or (ii) the OECD model entitled 'Model Mandatory Disclosure Rules to CRS Avoidance Arrangements and Opaque Offshore Structures" (the "Model Rules"). The Government of Jersey will implement the Model Rules via the Taxation (Implementation) (International Tax Compliance) (Mandatory Disclosure Rules for CRS Avoidance Arrangements and Opaque Offshore Structures (Jersey) Regulations 2020 which are expected to be implemented in 2025. The Model Rules will require any person who is an "intermediary" or "reportable tax payer" to make certain disclosure in respect of cross-border arrangements or structures that possess certain features. The Government of Jersey is consulting with industry in order to publish guidance on which arrangements or structures it is reasonable to conclude fall out of scope. MDR has the potential to require disclosure of information in a wide range of circumstances.
Under Sections 1471 through 1474 of the U.S. Internal Revenue Code (commonly referred to as "FATCA") 'Financial Institutions' are required to use enhanced due diligence procedures to identify U.S. persons who have invested in either non-U.S. financial accounts or non-U.S. entities.
Pursuant to FATCA, certain payments of (or attributable to) U.S.-source income, (including dividends and interest), and (from 1 January 2019) the gross proceeds of sales of property that give rise to U.S.-source payments, are subject to a 30 per cent. withholding tax unless the Company agrees to certain reporting and withholding requirements ("FATCA Withholding").
The United States and Jersey have entered into an intergovernmental agreement ("U.S.-Jersey IGA") to implement FATCA. Under the terms of the U.S.-Jersey IGA, the Company is obliged to comply with the provisions of FATCA as enacted by the Jersey legislation implementing the U.S.-Jersey IGA (the "Jersey IGA Legislation"), rather than directly complying with the U.S. Treasury Regulations implementing FATCA. Under the terms of the U.S.-Jersey IGA, Jersey resident entities that comply with the requirements of the Jersey IGA Legislation will be treated as compliant with FATCA and, as a result, will not be subject to FATCA Withholding on payments they receive and will not be required to withhold under FATCA on payments they make.
The Company is considered a Jersey resident financial institution and therefore is required to comply with the requirements of the Jersey IGA Legislation. Under the Jersey IGA Legislation, the Company is required to report to the States of Jersey Comptroller of Taxes certain holdings by and payments made to certain U.S. investors in the Company, as well as to non-U.S. financial institutions that are considered to be Non-Participating Financial Institutions for the purposes of the U.S.-Jersey IGA. Under the terms of the U.S.- Jersey IGA, such information will be onward reported by the States of Jersey Comptroller of Taxes to the United States.
Different rules than those described above may apply depending on whether a payee is resident in a jurisdiction that has entered into an intergovernmental agreement to implement FATCA.
In order to avoid the Company being subject to withholding taxes, all prospective Shareholders (whether they are US citizens or not) must agree to provide the Company at the time or times prescribed by the Jersey IGA Legislation and at such times reasonably requested by the Company with such information and documentation (whether relating to themselves, their investors and/or beneficial owners) prescribed by the Jersey IGA Legislation and such additional documentation reasonably requested by the Company as may be necessary for the Company to comply with its obligations under the Jersey IGA Legislation.
The scope and application of FATCA Withholding and information reporting pursuant to the terms of FATCA and the U.S. Jersey IGA is subject to review by the United States and Jersey and the rules may change. Shareholders should consult with their own tax advisers regarding the application of FATCA to their particular circumstances.
Prospective shareholders should consult their tax advisers with regard to US federal, state, local and non-US tax reporting and certification requirements associated with an investment in the Company.
The OECD has developed a global standard for the automatic exchange of financial information between tax authorities (the "Common Reporting Standard" or "CRS"). Jersey is a signatory to the CRS and has been exchanging information with tax authorities of other signatory jurisdictions since September 2017. In summary, the legislation in Jersey which implements CRS requires ''reporting financial institutions'' in Jersey to identify, review and report on 'financial accounts' maintained by them and which are held by residents for tax purposes (whether individuals or entities) of jurisdictions with which Jersey has agreed to exchange information. The reporting deadline for Jersey reporting financial institutions to report to the Jersey Comptroller of Taxes is 30 June in the year following the calendar year to which the return relates.
Reports are made to the Jersey Comptroller of Taxes and then passed to the competent authority of the jurisdiction in which the account holder is resident. Although the Company will attempt to satisfy any obligations imposed on it by the CRS, no assurance can be given that it will be able to satisfy such obligations. Implementation of the CRS may require the Company to conduct additional due diligence and report upon accounts held with it by Shareholders who are reportable persons in other participating jurisdictions. As the Jersey CRS Legislation also provides for the 'wider approach' of CRS to be followed, equivalent due diligence information will be demanded for a Shareholder who is not a resident of a participating jurisdiction (in order to avoid the need for this information to be gathered retrospectively in future years). The Company may require certain additional financial information from Shareholders to comply with its due diligence and reporting obligations under the CRS.
Failure by the Company to comply with the obligations under the CRS may result in fines being imposed on the Company and in such event, the target returns of the Company may be materially affected. All prospective Shareholders must agree to provide the Company at the time or times prescribed by applicable law and at such times reasonably requested by the Company such information and documentation (whether relating to themselves, their investors and/or beneficial owners) prescribed by applicable law and such additional documentation reasonably requested by the Company as may be necessary for the Company to comply with its obligations under CRS.
Prospective shareholders should, as with FATCA, consult their tax advisers with regard to the potential CRS tax reporting and certification requirements associated with an investment in the Company. It is further recommended that Shareholders who are entities consider themselves whether they have any obligations to notify their respective investors, shareholders or account holders about the information that the Company requests, and the potential disclosures that the Company will be obliged to make in connection with those persons in complying with its obligations under CRS.
The information below, which relates only to UK taxation, is (unless otherwise stated) applicable only to Shareholders who are resident solely in the United Kingdom for tax purposes and who hold absolute beneficial title to their Ordinary Shares in the Company as an investment. It is based on current United Kingdom tax law and published practice of HM Revenue & Customs as at the date of this Prospectus, both of which are, in principle, subject to change at any time, potentially with retrospective effect. This summary is intended as a general and non-exhaustive guide only and does not address all the tax considerations which may be relevant to holders of Ordinary Shares, nor all types of Shareholders. It does not constitute tax advice. A11 4.11
All Shareholders, whether resident for tax purposes in the United Kingdom or elsewhere, should consult their own professional tax advisers.
As an AIF which is authorised or regulated outside of the UK, the Company should not be treated as resident in the United Kingdom for tax purposes. Accordingly, on the basis that the Company is not tax resident in the United Kingdom and provided that the Company does not carry on a trade in the United Kingdom (whether or not through a branch, agency or permanent establishment situated therein), the Company should not generally be subject to United Kingdom corporation tax, nor should it be subject to United Kingdom income tax other than on certain United Kingdom source income.
UK resident individual Shareholders who receive dividends from the Company will generally pay UK income tax on those dividends. For the 2024/25 tax year the tax rates applicable to dividends received over the annual dividend allowance are:
The Company is not required to withhold UK tax at source from any dividends paid by it to Shareholders.
Shareholders within the charge to UK corporation tax will be subject to corporation tax on dividends paid by the Company on the Ordinary Shares unless the dividends qualify for exemption under Part 9A of the Corporation Tax Act 2009.
Dividends received by Shareholders that are "small companies" for the purposes of Part 9A of the Corporation Tax Act 2009 will not qualify for exemption. It is likely that dividends received by other Shareholders within the charge to UK corporation tax will generally qualify for exemption, but it should be noted that the exemption is not comprehensive, requires a number of conditions to be met, and is subject to anti-avoidance rules. Shareholders should therefore seek professional tax advice where necessary.
For the purposes of UK tax on chargeable gains, the issue of Ordinary Shares to a Shareholder pursuant to the exercise of a Subscription Right should generally be regarded as a reorganisation of the share capital of the Company. Accordingly, a Shareholder should not be treated as making any disposal of all or part of their holding of existing Ordinary Shares and therefore no liability to UK tax on chargeable gains should arise to a Shareholder to the extent that the Shareholder takes up their entitlement to Ordinary Shares. On that basis, for the purposes of UK tax on chargeable gains, Ordinary Shares issued to a Shareholder on the exercise of a Subscription Right should generally be treated as the same asset as, and having been acquired at the same time as, the Shareholder's existing Ordinary Shares. The Subscription Price paid to acquire the Ordinary Shares should generally be added to the base cost attributable to the Shareholder's existing holding of Ordinary Shares.
A disposal of Ordinary Shares by a UK resident Shareholder (including a disposal by the Subscription Trustee on behalf of a Shareholder) may, depending on the Shareholder's circumstances and subject to any available exemption or relief, give rise to a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains. It should be noted that, because the Shareholder's base cost would generally be apportioned on a pooled basis across its entire holding of Ordinary Shares, the amount of any monetary gain arising from an acquisition of an Ordinary Share for the Subscription Price followed by a disposal of that Ordinary Share for a given sale price (for example in circumstances where the Subscription Trustee exercises Subscription Rights and sells Ordinary Shares on behalf of a Shareholder) may not always match the amount of the chargeable gain as calculated for UK tax purposes. There are certain exceptions to this pooled base cost approach (often referred to as the "bed and breakfasting" rules) which may allow particular share acquisitions and disposals that occur on the same day (or, in the case of corporation tax payers, within a period of 10 days) to be identified with each other for the purposes of apportioning base cost and calculating any chargeable gain or allowable loss. Any Shareholders who are in doubt as to the basis on which their chargeable gains and allowable losses would be calculated should consult their own independent professional advisers.
The lapse of a Shareholder's Subscription Right, if it is not exercised in a given period, should not itself be treated as a disposal of an asset for the purposes of UK tax on chargeable gains (assuming that the Shareholder does not receive any payment or other consideration in connection with its decision not to exercise the Subscription Right).
Shareholders that are not UK resident will not generally be subject to UK taxation of chargeable gains on a disposal of their Ordinary Shares, provided that their Ordinary Shares are not and have not been acquired, held or used in or for the purposes of any trade, profession or vocation carried on by the Shareholder in the UK through a branch, agency or permanent establishment and provided that the Company is not a UK property rich company (being, broadly, a company that is treated as deriving 75 per cent. or more of its gross asset value directly or indirectly from interests in UK land). It should however be noted that, in certain circumstances, an individual Shareholder who is only temporarily non-UK resident may, on re-establishing UK tax residence, be subject to capital gains tax in respect of disposals which occurred in the period of temporary non-residence.
The following comments in relation to UK stamp duty and SDRT apply to Shareholders wherever they are resident or domiciled. They are intended only as a general guide and do not address the position of persons such as market makers, brokers, dealers, intermediaries or persons connected with, or transactions involving, depositary arrangements or clearance services. Transfers of listed shares between connected companies (or their nominees) may also be subject to special rules, which are not discussed below.
No SDRT should generally be chargeable in respect of an agreement to transfer Ordinary Shares (including
paperless transfers through CREST) provided that the Ordinary Shares are not registered in any register kept in the UK by or on behalf of the Company and that the Ordinary Shares are not paired with any shares issued by a company incorporated in the UK.
Subject to an exemption for certain low value transactions where the aggregate consideration is certified as being £1000 or less, UK stamp duty (generally at the rate of 0.5% of the value of the consideration, rounded up where necessary to the nearest £5) is in principle chargeable in respect of any instrument transferring Ordinary Shares which is executed in the UK or which relates to any matter or thing done or to be done in the UK. As a practical matter, however, it may not be necessary to pay UK stamp duty in respect of such an instrument of transfer unless and until the instrument is required to be adduced in evidence before the UK courts in civil proceedings or used for any other official purpose in the UK. Shareholders should seek professional tax advice as to the consequences of not stamping an instrument of transfer in these circumstances, including as to potential liabilities to interest and penalties should the instrument subsequently need to be stamped for any reason.
The cost of any stamp duty or SDRT that arises in connection with a transfer of Ordinary Shares would normally be borne by the purchaser.
No charge to UK stamp duty or SDRT will arise in respect of the exercise of a Subscription Right or the issue of Ordinary Shares consequent on such exercise.
No charge to UK stamp duty or SDRT will arise on the issue of New Ordinary Shares pursuant to the Placing Programme.
Ordinary Shares acquired pursuant to the Placing Programme will not be eligible for direct inclusion in an ISA. Ordinary Shares acquired in the secondary market should be eligible for inclusion in an ISA, subject to applicable subscription limits. Investors who are considering acquiring Ordinary Shares to hold within an ISA should consult their own tax and/or investment advisers.
Ordinary Shares should generally be eligible for inclusion in a SIPP, subject to the discretion of the trustees of the SIPP, but investors who are considering acquiring Ordinary Shares to hold within a SIPP should consult their own tax and/or investment advisers.
The UK has entered into a number of international arrangements which provide for the exchange of information in order to combat tax evasion and improve tax compliance. These include, but are not limited to, FATCA, the Common Reporting Standard, and a number of other arrangements with particular jurisdictions. In connection with agreements and arrangements of this kind, the Company may, among other things, be required to collect and report to HMRC certain information regarding Shareholders and other account holders of the Company and HMRC may pass this information on to the authorities in other jurisdictions.
2.1 As at 30 September 2021, the Company's issued share capital was 102,746,227 Ordinary Shares. During the year ended 30 September 2021:
| Date of issue | Average price per Ordinary Share (pence) |
Number of Ordinary Shares issued |
|---|---|---|
| 1 December 2020 (in |
28.55 | 491,116 |
| connection with an exercise of | ||
| Subscription Rights) | ||
| 22 March 2021 | 39.00 | 1,075,000 |
| 6 April 2021 | 40.50 | 1,250,000 |
| 8 April 2021 | 41.00 | 800,000 |
| 13 April 2021 | 38.50 | 800,000 |
| 21 April 2021 | 35.25 | 875,000 |
| 10 May 2021 | 44.00 | 800,000 |
| 14 May 2021 | 40.00 | 750,000 |
| 8 June 2021 | 44.80 | 675,000 |
| 2 September 2021 | 42.50 | 706,000 |
| 6 September 2021 | 49.00 | 612,500 |
| 13 September 2021 | 56.00 | 1,225,000 |
2.1.1 the Company issued 10,059,616 Ordinary Shares as set out below:
| Date of issue | Average price per |
Number of Ordinary |
|---|---|---|
| Ordinary Share (pence) | Shares issued | |
| 5 October 2021 | 52.00 | 625,000 |
| 12 October 2021 | 51.50 | 588,500 |
| 26 October 2021 | 63.50 | 900,000 |
| 3 November 2021 | 61.00 | 492,000 |
| 9 November 2021 | 71.00 | 565,000 |
| 15 November 2021 | 72.50 | 825,000 |
| 17 November 2021 | 64.50 | 550,000 |
| 29 November 2021 | 59.00 | 510,000 |
| 7 December 2021 | 53.50 | 600,000 |
| 24 December 2021 | 51.00 | 590,000 |
| 10 January 2022 | 56.50 | 560,000 |
| 20 January 2022 | 49.00 | 612,250 |
| 31 January 2022 | 43.00 | 700,000 |
| 3 March 2022 | 58.50 | 513,000 |
|---|---|---|
| 17 March 2022 | 57.50 | 1,600,000 |
| 23 March 2022 | 66.00 | 1,500,000 |
| 7 April 2022 | 66.00 | 515,000 |
| 14 April 2022 | 74.00 | 1,065,000 |
| 4 May 2022 (in connection | 37.84 | 13,322,132 |
| with an exercise of |
||
| Subscription Rights) | ||
| 5 May 2022 (in connection | 37.84 | 4,474,044 |
| with an exercise of |
||
| Subscription Rights) | ||
| 7 June 2022 | 55.00 | 1,430,000 |
| 9 June 2022 | 57.00 | 526,000 |
| 10 June 2022 | 54.00 | 1,000,000 |
| Date of repurchase | Average price per |
Number of Ordinary |
|---|---|---|
| Ordinary Share (pence) | Shares repurchased | |
| 23 August 2022 | 40.32 | 100,000 |
| 5 September 2022 | 49.48 | 275,000 |
| 28 September 2022 | 45.25 | 130,000 |
| Date of repurchase | Average price per |
Number of Ordinary |
|---|---|---|
| Ordinary Share (pence) | Shares repurchased | |
| 16 December 2022 | 39.90 | 150,000 |
| 12 January 2023 | 45.75 | 175,000 |
| 18 January 2023 | 45.00 | 100,000 |
| 24 January 2023 | 44.50 | 100,000 |
| 6 March 2023 | 42.16 | 535,000 |
| 7 March 2023 | 41.50 | 700,000 |
2.3.3 the total cost to the Company in respect of the buybacks set out in the table above was £747,261.30; and
| Date of repurchase | Average price per |
Number of Ordinary |
||
|---|---|---|---|---|
| Ordinary Share (pence) | Shares repurchased | |||
| 10 October 2023 | 45.30 | 260,000 | ||
| 12 October 2023 | 47.30 | 350,000 | ||
| 13 October 2023 | 47.22 | 380,000 | ||
| 16 October 2023 | 47.31 | 595,000 | ||
| 17 October 2023 | 47.26 | 350,000 | ||
| 18 October 2023 | 47.79 | 358,000 | ||
| 19 October 2023 | 47.98 | 200,000 | ||
| 20 October 2023 | 48.80 | 400,000 | ||
| 28 November 2023 | 53.06 | 220,000 | ||
| 29 November 2023 | 53.12 | 145,000 | ||
| 30 November 2023 | 52.88 | 185,000 | ||
| 1 December 2023 | 54.12 | 175,000 | ||
| 9 February 2024 | 58.56 | 275,000 | ||
| 12 February 2024 | 61.54 | 125,000 | ||
| 13 February 2024 | 61.80 | 400,000 | ||
| 14 February 2024 | 59.87 | 300,000 | ||
| 15 February 2024 | 60.27 | 225,000 | ||
| 16 February 2024 | 60.40 | 120,000 | ||
| 19 February 2024 | 60.16 | 415,000 | ||
| 20 February 2024 | 59.01 | 425,000 | ||
| 21 February 2024 | 56.92 | 265,000 | ||
| 22 February 2024 | 56.98 | 418,978 | ||
| 23 February 2024 | 54.12 | 203,565 |
2.4.2 the Company bought back 6,790,543 Ordinary Shares as set out below:
| Date of repurchase | Average | price | per | Number | of | Ordinary |
|---|---|---|---|---|---|---|
| Ordinary Share (pence) Shares repurchased |
||||||
| 19 April 2024 | 50.92 | 100,000 |
| 22 April 2024 | 52.77 | 300,000 |
|---|---|---|
| 23 April 2024 | 53.23 | 100,000 |
| 24 April 2024 | 53.96 | 350,000 |
| 25 April 2024 | 53.45 | 199,000 |
| 26 April 2024 | 52.95 | 305,000 |
| 29 April 2024 | 54.30 | 325,000 |
| 28 May 2024 | 53.74 | 200,000 |
| 29 May 2024 | 53.06 | 200,000 |
| 30 May 2024 | 53.02 | 80,000 |
| 31 May 2024 | 52.20 | 58,000 |
| 3 June 2024 | 53.02 | 200,000 |
| 4 June 2024 | 52.86 | 462,000 |
| 5 June 2024 | 52.28 | 150,000 |
| 6 June 2024 | 52.16 | 180,000 |
| 7 June 2024 | 51.71 | 250,000 |
| 10 June 2024 | 50.80 | 220,000 |
| 11 June 2024 | 50.33 | 198,500 |
| 12 June 2024 | 48.16 | 101,500 |
| 13 June 2024 | 49.04 | 250,000 |
| 14 June 2024 | 48.71 | 175,000 |
| 17 June 2024 | 48.81 | 100,000 |
| 19 June 2024 | 50.91 | 175,000 |
the five business days prior to the date of the market purchase and (ii) that stipulated by the regulatory technical standards adopted by the UK pursuant to the UK Market Abuse Regulation from time to time;
3.1 The interests of the Directors in the Ordinary Shares as at the Latest Practicable Date and as expected to be immediately following Initial Admission are as follows:
| As at the Latest Practicable Date |
Immediately following Initial Admission |
|||
|---|---|---|---|---|
| Director | Number of Ordinary Shares |
% of issued Ordinary Share Capital |
Number of Ordinary Shares |
% of issued Ordinary Share Capital |
| Ian Reeves CBE | 0 | 0 | 0 | 0 |
| Gary Clark | 250,102 | 0.18 | 250,102 | 0.18 |
| James Leahy | 114,194 | 0.08 | 114,194 | 0.08 |
Save as disclosed in this paragraph 3.1, no Director has any interest, whether beneficial or nonbeneficial, in the share or loan capital of the Company. Each Director has indicated that he intends to exercise his Subscription Rights pursuant to the 2025 Subscription Rights Issue.
| Name | Current | Previous | ||
|---|---|---|---|---|
| Ian Reeves CBE | Enterprise Investment Exchange Limited Synaps International Ltd |
GCP Infrastructure Investments Limited |
||
| Synaps Limited | Global Agricultural Holdings Limited |
|||
| The Estates and Infrastructure Exchange Triple Point Social Housing REIT PLC Xinuos Inc. |
Module 200 Limited Synaps Digital Advisors Limited¹ Synaps Partners LLP² |
|||
| Gary Clark | Altis Master Fund ICC | Altis Digital ICC³ | ||
| Altis Enhanced Macro IC Altis Enhanced Macro (Non US) IC |
Blackstone Loan Financing Limited |
|||
| Altis Enhanced Macro Master Fund IC | Blockchain.com BTC Tracker (Non-US) IC4 |
|||
| Altis Hybrid Macro Master Fund Incorporated Cell |
Blockchain.com BTC Tracker IC5 |
|||
| Altis Hybrid Macro Incorporated Cell Altis Hybrid Macro (Non-US) Incorporated Cell |
Blockchain.com BTC Tracker Master IC6 |
|||
| BH-DG Systematic Trading Fund LP BH-DG Systematic Trading Master Fund |
Blockchain.com BTC Smart Beta (Non-US) IC7 |
|||
| Limited BH-DG Systematic Trading Fund Limited |
Blockchain.com BTC Smart Beta IC8 |
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| BH-DG Cayman Trading Limited Durrell Wildlife Conservation Trust |
Blockchain.com BTC Smart Beta Master IC9 |
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| Durrell Wildlife Conservation Trust - Scotland | Blockchain.com DeFi Fund (Non-US) IC10 |
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| Emirates Funds Limited Emirates Global Sukuk Fund Limited |
Blockchain.com DeFi Fund IC11 |
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| Emirates World Opportunities Limited Emirates Islamic Global Balanced Limited |
Blockchain.com DeFi Fund Master IC12 |
Emirates Emerging Market Equity Fund Limited Emirates Islamic Money Market Fund Limited Emirates NBD Fund Managers (Jersey) Limited Emirates Portfolio Management PCC Emirates MENA Top Companies Fund PC Emirates Balanced Managed Fund PC Emirates Active Managed Fund PC Emirates MENA Fixed Income Fund PC Emirates Fixed Maturity Portfolio Fund PC DG Partners International Limited DG Macro Fund Ltd DG Systematic General Partner Ltd DG Systematic Holdings LP DG Systematic IP Holdings Ltd DG Systematic Holdings Ltd G&L Holdings Limited GWN Limited Intermediate Capital GP 2003 No.1 Limited Intermediate Capital GP 2003 Limited ICG Global Nominee Jersey Limited ICG Centre Street Partnership GP Limited ICG Centre Street Partnership, L.P. IPAF (UK) Ltd LGT Wealth Management (CI) Limited Medicxi Ventures (Jersey) Limited Mercury Holdings Ltd Mercury Properties Limited Metronome European Opportunities Fund Metronome Fund Metronome Master Fund Metronome Long Opportunities Fund Metronome Long Opportunities Master Fund Perdurance Neutral Fund Limited Perdurance Neutral Master Fund Limited Systematic Fund GP Ltd
Blockchain.com Crypto Yield (Non-US) IC13 Blockchain.com Crypto Yield IC14 Blockchain.com Crypto Yield Master IC15 Blockchain.com ETH Tracker Master IC16 Blockchain.com ETH Tracker IC17 Blockchain.com ETH Tracker (Non-US) IC18 Blockchain.com ETH Smart Beta Master IC19 Blockchain.com ETH Smart Beta IC20 Blockchain.com ETH Smart Beta (Non-US) IC21 ENBD Saudi Arabia Equity PC Emirates Global Income Fund PC Emirates India Balanced Fund PC ICG Global Investment Jersey Limited ICG Global Nominee Jersey 2 Limited LDFM (Co-Invest) I Limited LGT Wealth Management International Limited M/P Fund Managers Limited
James Leahy Active Energy Group plc
AEG Coalswitch Ltd
Brighton Metals Limited
Capital Metals PLC
European Green Transition plc
Tonbridge School plc
Energy Minerals Investments Ltd Savannah Resources plc Chairman of The Governing
Body of The Judd School
Notes:
1 Company dissolved via voluntary strike-off on 10 December 2019. 2 Partnership dissolved via voluntary strike-off on 19 September 2023. 3 Dissolved on 12 January 2024. 4 Dissolved on 15 January 2024. 5 Dissolved on 15 January 2024. 6 Dissolved on 15 January 2024. 7 Dissolved on 15 January 2024. 8 Dissolved on 15 January 2024. 9 Dissolved on 15 January 2024. 10 Dissolved on 15 January 2024. 11 Dissolved on 15 January 2024. 12 Dissolved on 15 January 2024. 13 Dissolved on 15 January 2024. 14 Dissolved on 15 January 2024. 15 Dissolved on 15 January 2024. 16 Dissolved on 15 January 2024. 17 Dissolved on 15 January 2024. 18 Dissolved on 15 January 2024. 19 Dissolved on 15 January 2024. 20 Dissolved on 15 January 2024. 21 Dissolved on 15 January 2024.
3.8 The Directors in the five years before the date of this Prospectus:
| Name | Number of Ordinary Shares held |
% of voting rights |
|---|---|---|
| Hargreaves Lansdown Asset Management | 30,293,940 | 19.84 |
| Interactive Investors Services Ltd | 13,825,777 | 9.06 |
| Integralife UK | 9,461,894 | 6.20 |
| Asset Value Investors | 9,319,534 | 6.10 |
Save as set out in this paragraph 3.12, the Company is not aware of any person who holds as shareholder (within the meaning of the Disclosure Guidance and Transparency Rules), directly or indirectly, a notifiable interest under Jersey Companies Law in the voting rights of the Company.
A summary of the main provisions of the Articles is set out below.
Under Jersey Companies Law, the capacity of a Jersey company is not limited by anything contained in its memorandum or articles of association. Accordingly, the Articles do not provide for any objects of the Company and therefore the Company's objects are unrestricted. However, the Company carries on the business of an investment holding company.
(a) Subject to the provisions of Jersey Companies Law, the Company may by ordinary resolution declare dividends in respect of the Ordinary Shares in accordance with the respective rights of the members but no dividend shall exceed the amount recommended by the Directors, and the Directors may if they think fit recommend that no dividend be declared.
(a) Subject to any special rights or restrictions for the time being attached to any class of shares, (i) on a show of hands every member who is present in person shall have one vote and (ii) on a poll every member who is present in person or by proxy shall be entitled to one vote in respect of each Ordinary Share held by them, provided that the Directors, the Administrator or any of their associates shall not be entitled to vote on any shares registered in their name (or in the name of any nominee thereof) in respect of any matter in which they may have a material interest.
(a) A registered holder of an Ordinary Share shall have a right (a "Subscription Right") exercisable on 30 April in each year commencing on 30 April 2022, or if such date is not a Business Day, the next following Business Day, (any date on which exercise occurs being described as a "Subscription Date") to subscribe in cash for new Ordinary Shares on the basis of one new Ordinary Share for every five existing Ordinary Shares registered in the name of such holder on the Subscription Date at the price per Ordinary Share equal to the undiluted Net Asset Value attributable to one Ordinary Share on the immediately preceding 1 May (or if such date is not a Business Day, the next following Business Day), rounded up to the nearest whole penny (the "Subscription Price"). The "undiluted Net Asset Value attributable to one Ordinary Share" for the purposes of calculating the Subscription Price means the undiluted Net Asset Value attributable to one Ordinary Share as announced via a Regulatory Information Service on 1 May (or if such date is not a Business Day, the next following Business Day). The Subscription Price shall be payable in full in sterling on subscription and may, from time to time, be adjusted in accordance with the Articles.
accordance with the Articles, a Subscription Notice shall be irrevocable save with the consent of the Directors. Each holder of Ordinary Shares may only lodge one Subscription Notice in respect of the Subscription Rights that it wishes to exercise on any Subscription Date. To be effective, compliance must also be made with any statutory and regulatory requirements for the time being applicable.
Ordinary Shares in respect of which Subscription Rights have been exercised were registered as at the Subscription Date.
America (including the States thereof and the District of Columbia), its territories and possessions or other areas subject to its jurisdiction.
or adjustment made by them shall be final and binding on the Company and each of the Shareholders.
(v) The exercise of the Subscription Rights shall be effected in accordance with the Articles or in such manner as may be authorised by law. No exercise of Subscription Rights shall be permitted if the Directors, in their absolute discretion, conclude that the Company cannot, or immediately following the exercise of any Subscription Rights would be unable to, make a "solvency statement" (as defined under Jersey Companies Law).
Company may be subject enacted from time to time by any other jurisdiction ("similar laws"); or
then any shares which the Directors decide are shares which are so held or beneficially owned ("Prohibited Shares") must be dealt with as set out below. The Directors may at any time give notice in writing to the holder of a share requiring him to make a declaration as to whether or not the shares are Prohibited Shares.
(d) The Directors shall give written notice to the holder of any share which appears to them to be a Prohibited Share requiring him within 21 days (or such extended time as the Directors consider reasonable) to transfer (and/or procure the disposal of interests in) such share to another person so that it will cease to be a Prohibited Share. From the date of such notice until registration for such a transfer or a transfer arranged by the Directors as referred to below, the share will not confer any right on the holder to receive notice of or to attend and vote at a general meeting of the Company and of any class of members (and those rights will vest in the Chairperson of any such meeting, who may exercise or refrain from exercising them entirely at his discretion). If the notice is not complied with within 21 days to the satisfaction of the Directors, the Directors shall arrange for the Company to sell the share at the best price reasonably obtainable to any other person so that the share will cease to be a Prohibited Share. The net proceeds of sale (after payment of the Company's costs of sale and together with interest at such rate as the Directors consider appropriate) shall be paid over by the Company to the former holder upon surrender by him of the relevant share certificate (if applicable).
4.6.1 The Company may from time to time by special resolution:
a member. Without limitation to the Articles about the power to allow nonmanual signatures and facsimile printing of the seal, the signature of a person on a notice given by the Company may be written, printed or stamped.
| Method for giving notice | When deemed to be received | |
|---|---|---|
| Personally | At the time and date of delivery | |
| By leaving it at the member's registered address |
At the time and date it was left | |
| If the recipient has an address within the Island, by posting it by prepaid post to the street or postal address of that recipient |
On the day after the day when it was posted | |
| If the recipient has an address outside the Island, by posting it by prepaid airmail to the street or postal address of that recipient |
On the third day after the day when it was posted for an address within the United Kingdom, the Isle of Man, another Channel Island or Europe |
|
| On the fifth day after the day when it was posted for any other international address |
| By electronic record (other than publication on a website), to recipient's electronic address |
On the day after the day when it was sent |
|---|---|
| By publication on a website (notice of general meetings and sending of accounts and reports) |
For notice of a general meeting of members, at the time and date that the recipient is deemed to have received notice of the publication |
| For accounts and associated directors' report and auditor's report (if any), 14 Clear Days following the day of publication provided the period of publication allows at least 14 Clear Days before the date of the meeting at which the accounts and reports are to be laid and relevant persons are given at least 14 Clear Days' notice of the meeting. |
4.7.12 A member present, either in person or by proxy, at any general meeting or at any meeting of the members holding any class of shares shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called. Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been duly given to a person from which he derives his title.
4.9.1 Subject as provided in the Articles, the Directors may exercise all the powers of the Company to borrow or raise money and secure any debt or obligation of, or binding on, the Company in any manner, including by the issue of debentures (perpetual or otherwise), and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, pledge or lien upon the whole or any part of the Company's undertaking, property or assets (whether present or future) and also by a similar mortgage, charge, pledge or lien to secure and guarantee the performance of any obligation or liability undertaken by the Company or any third party.
(a) Unless otherwise determined by ordinary resolution, the number of Directors shall not be subject to any maximum but shall be not less than two and at any time at least a majority of Directors must ordinarily be resident in Jersey.
and attend, all general meetings of the Company and meetings of any class of members.
(a) Subject to the provisions of Jersey Companies Law, and provided that the Director has disclosed to the Directors the nature and extent of any material interests of such Director, a Director notwithstanding their office: (i) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested or the interests of which may conflict with those of the Company; (ii) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; (iii) shall not by reason of their office, be accountable to the Company for any benefit which the Director derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit provided that, if and to the extent that the Director shall receive any fees from any such office or employment held as a direct result of any investment made by the Company, the Director shall account to the Company for such fees; and (iv) may act personally or by a firm in a professional capacity for the Company and the Director or their firm shall be entitled to remuneration for professional services as though he were not a Director.
(a) The aggregate amount of remuneration for Directors shall not exceed £175,000 per annum or to such greater remuneration as the Company may by ordinary resolution determine or in accordance with such agreements relating to the provision of the services of the Directors as shall be entered into by the Company from time to time and, unless such resolution or agreement provides otherwise, the remuneration shall be deemed to accrue from day to day.
(a) In so far as Jersey Companies Law allows, every present or former officer of the Company shall be indemnified out of the assets of the Company against any loss or liability incurred by them by reason of being or having been such an officer. The Directors may, without sanction of the Company in general meeting, authorise the purchase or maintenance by the Company for any officer or former officer of the Company of any such insurance as is permitted by Jersey Companies Law in respect of any liability which would otherwise attach to such officer or former officer.
members. The liquidator may with the like authority vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator shall think fit and the liquidation of the Company may be closed and the Company dissolved but so that no member shall be compelled to accept any shares in respect of which there is liability.
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, if:
the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the outstanding shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.
Under Rule 37 of the Takeover Code when a company purchases its own voting shares, a resulting increase in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in concert will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code. Note 1 on Rule 37.1 of the Takeover Code states that a person who comes to exceed the limits in Rule 9.1 in consequence of a company's redemption or purchase of its own shares will not normally incur an obligation to make a mandatory offer unless that person is a director, or the relationship of the person with any one or more of the directors is such that the person is, or is presumed to be, acting in concert with any of the directors. It also states that investment managers of investment trusts are usually treated for these purposes as directors.
However, under note 2 to Rule 37 of the Takeover Code where a shareholder has acquired shares at a time when he had reason to believe that a purchase by the company of its own voting shares would take place, then an obligation to make a mandatory bid under Rule 9 of the Takeover Code may arise.
The buyback powers and the Subscription Rights could have implications under Rule 9 of the Takeover Code for Shareholders with significant shareholdings. The buyback powers and the Subscription Rights should enable the Company to anticipate the possibility of such a situation arising. Prior to the Board implementing any share buyback the Board will seek to identify any Shareholders who they are aware may be deemed to be acting in concert under note 1 of Rule 37 of the Takeover Code and will seek an appropriate waiver in accordance with note 3 of Rule 37. However, neither the Company, nor any of the Directors, nor the Investment Manager will incur any liability to any Shareholder(s) if they fail to identify the possibility of a mandatory offer arising or, if having identified such a possibility, they fail to notify the relevant Shareholder(s) or if the relevant Shareholder(s) fail(s) to take appropriate action.
Article 117 of the Jersey Companies Law provides that if, within certain time limits, an offer is made for the share capital of the Company, the offeror is entitled to acquire compulsorily any remaining shares if it has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90 per cent. in value of the shares to which the offer relates and in a case where the shares to which the offer relates are voting shares, not less than 90 per cent. of the voting rights carried by those shares. The offeror would effect the compulsory acquisition by sending a notice to outstanding shareholders telling them that it will compulsorily acquire their shares and then, six weeks from the date of the notice, pay the consideration for the shares to the Company to hold on trust for the outstanding shareholders. The consideration offered to shareholders whose shares are compulsorily acquired under the Jersey Companies Law must, in general, be the same as the consideration available under the takeover offer.
Article 119 of the Jersey Companies Law permits a minority shareholder to require an offeror to acquire its shares if the offeror has acquired or contracted to acquire shares in the Company which amount to not less than 90 per cent. in value of all the voting shares in the Company and carry not less than 90 per cent. of the voting rights. Certain time limits apply to this entitlement. If a shareholder exercises its rights under these provisions, the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.
The following are all of the contracts, not being contracts entered into in the ordinary course of business that have been entered into by the Company: (a) within the two years immediately preceding the date of this Prospectus; or (b) at any time, and contain provisions under which the Company has an obligation or entitlement which is or may be material to it as at the date of this Prospectus:
A sponsor and placing programme agreement dated 22 November 2024 between Cavendish, the Company, the Investment Manager and the Directors, pursuant to which Cavendish has been appointed to act as the Company's sponsor, corporate broker and sole bookrunner in connection with Initial Admission, the Placing Programme and the 2025 Subscription Rights Issue.
The Sponsor and Placing Agreement is subject to certain conditions that are typical for an agreement of this nature. These conditions include, among others, Initial Admission occurring and becoming effective by no later than 8.00 a.m. on 31 December 2024 (or such later time and/or date as the Company and Cavendish may agree).
In consideration for its services in relation to Initial Admission, Cavendish will be paid a corporate finance fee and will be entitled to be reimbursed for its reasonable and properly incurred out-ofpocket expenses. In consideration for its services in relation to the Placing Programme, Cavendish will be paid a commission and will be entitled to be reimbursed for reasonable and properly incurred out-of-pocket expenses.
Under the Sponsor and Placing Programme Agreement Cavendish is entitled at its discretion and out of its own resources at any time to rebate to some or all investors, or to other parties, part or all of its commission or fees relating to the Placing Programme. Cavendish is also entitled under the Sponsor and Placing Programme Agreement to retain agents and may pay commission or fees in respect of the Placing Programme to any or all of those agents out of its own resources.
Any New Ordinary Shares subscribed for by Cavendish under the Placing Programme may be retained or dealt in by it for its own benefit.
The Company, the Investment Manager and the Directors have given warranties to Cavendish concerning, inter alia, the accuracy of the information contained in this Prospectus. The Company and the Investment Manager have also given certain indemnities to Cavendish. The warranties and indemnities are standard for an agreement of this nature.
The Sponsor and Placing Agreement may be terminated by Cavendish in certain circumstances prior to Initial Admission and throughout the duration of the Placing Programme.
The Sponsor and Placing Agreement is governed by English law.
An investment management agreement dated 15 March 2019, as amended on 10 March 2020, between (i) the Company and (ii) the Investment Manager pursuant to which the Company appointed the Investment Manager as its alternative investment fund manager and to perform investment management duties and functions on behalf of the Company in accordance with the Investment Management Agreement.
The Investment Manager is entitled to an annual investment management fee, accrued daily and payable by the Company monthly in arrears, of 1.375 per cent. of the Company's Net Asset Value (inclusive of bank borrowings).
The Investment Management Agreement contains indemnity provisions (which are standard for this type of agreement) in favour of the Investment Manager from and against any reasonable cost, loss, liability or expense which the Investment Manager may suffer or incur, directly or indirectly, in performing its services under the Investment Management Agreement except where there has been negligence, wilful default, fraud or breach of the Investment Management Agreement on the part of the Investment Manager.
The Investment Management Agreement is terminable by either party, without cause, giving to the other not less than 12 months' written notice of termination. In addition, the Company may terminate the Investment Management Agreement forthwith by written notice if:
The Investment Manager may also terminate the Investment Management Agreement forthwith by written notice if the Company is in material breach of its obligations under the Investment Management Agreement without rectifying the breach within 30 days' notice thereof, violates any material law or regulatory requirement applicable to it, goes into liquidation or has a receiver appointed over its assets. Furthermore, the Investment Management Agreement will terminate automatically if the Investment Manager ceases to be authorised by the FCA to perform all relevant functions in relation to the Company (including acting as its AIFM) unless the Investment Manager is no longer required to be so authorised. On termination of the Investment Management Agreement, the Investment Manager will be entitled to a pro rata entitlement to all fees to the date of termination.
The Investment Management Agreement is governed by English law.
An administration agreement dated 22 June 2006, as amended on 1 July 2014 and 9 March 2022, between (i) the Company and (ii) R&H Fund Services (Jersey) Limited, pursuant to which the Administrator has agreed to act as the Company's administrator and company secretary and to provide administration (including accounting), company secretarial, registrar and compliance oversight services to the Company.
The Administrator is entitled to an annual fee of £169,614 payable quarterly in arrears. The fee is subject to an increase on 1 January of each year in line with the increase in RPI. The Administrator is also entitled to be reimbursed by the Company for all disbursements properly incurred by it in connection with the provision of its services pursuant to the Administration Agreement.
The Administration Agreement contains indemnity provisions (which are standard for this type of agreement) in favour of the Administrator against all claims and demands arising out of or in connection with performing its duties under the Administration Agreement except where there has been fraud, wilful default or negligence on the part of the Administrator.
The Administration Agreement may be terminated by either party giving to the other not less than six months' notice. Either party may also terminate the Administration Agreement, inter alia, in the event of a material breach by the other party of its obligations under the Administration Agreement or upon the occurrence of certain insolvency events relating to the other. On termination of the Administration Agreement, the Administrator will be entitled to all fees accrued due up to the date of termination.
The Administration Agreement is governed by Jersey law.
By a prime brokerage agreement dated 27 April 2022, as amended on 5 May 2023, between (i) the Company and (ii) BNP Paribas, London Branch, the Company appointed the Prime Broker to act as custodian and prime broker for the Company's investments, cash and other assets, and to accept the responsibility for the safe custody of the property of the Company which is delivered to and accepted by the Prime Broker or any of its sub-custodians.
Under the Prime Brokerage Agreement, the Company pays the Prime Broker a margin over the prevailing SONIA rate in respect of the Company's borrowings from the Prime Broker.
The Prime Brokerage Agreement contains indemnity provisions (which are standard for this type of agreement) in favour of the Prime Broker (and its affiliated companies) from and against any loss, liability or cost which they may incur or suffer, inter alia, in performing the Prime Broker's services under the Prime Brokerage Agreement or any breach of any material provision of the Prime Brokerage Agreement by the Company, except where there has been breach of any applicable regulation or the Prime Brokerage Agreement, negligence, fraud or wilful default on the part of the Prime Broker or any of its affiliated companies, or any of their employees, delegates, sub-contractors, officers or agents.
Under the Prime Brokerage Agreement, the Prime Broker may, in its sole discretion, make advances to the Company, as and when requested by the Company, at interest rates to be agreed between the Prime Broker and the Company and with any such advance to be repayable on demand.
The Prime Brokerage Agreement is terminable by the Prime Broker giving to the Company not less than 30 days' written notice of termination. The Prime Brokerage Agreement is terminable by the Company giving to the Prime Broker not less than one day's written notice of termination.
The Prime Brokerage Agreement is governed by English law.
A depositary agreement dated 21 July 2014 between, inter alia, (i) the Company (ii) INDOS Financial Limited and (iii) the Investment Manager, under which the Company appointed the Depositary to provide cash flow monitoring services, safe-keeping of the Company's non-custody assets and certain oversight services in accordance with the UK AIFM Regime.
Under the Depositary Agreement, the Depositary receives an annual fee equal to 0.02 per cent. of the Company's net asset value up to £150 million, accrued daily and payable monthly in arrears, subject to a minimum monthly fee of £1,750.
The Depositary Agreement contains indemnity provisions (which are standard for this type of agreement) in favour of the Depositary from and against any costs, expense, losses, damages or liabilities which it may suffer or incur on the proper provision of its services under the Depositary Agreement, except where there has been fraud, wilful default, negligence, bad faith or breach of the Depositary Agreement or breach of any applicable laws, rules and regulations or a failure to exercise due care and diligence on the part of the Depositary.
The Depositary Agreement is terminable by any of the parties giving to the others not less than three months' written notice of termination. Any of the parties may also terminate the Depositary Agreement, inter alia, in the event of a material breach by another party of its obligations under the Depositary Agreement which shall not be remedied within ten days (where capable of remedy) or upon the occurrence of certain insolvency events relating to another party. On termination of the Depositary Agreement, the Depositary will be entitled to all fees accrued due up to the date of termination.
The Depositary Agreement is governed by English law.
A Registrar Agreement dated 23 July 2014, as amended on 18 July 2016 and 29 April 2022, between (i) the Company and (ii) Computershare Investor Services (Jersey) Limited pursuant to which the Registrar has been appointed as the Company's registrar.
The Registrar is entitled to a fixed annual fee of £10,328 and variable fees based the number of transfers and other actions taken on behalf of the Company.
The Registrar Agreement contains indemnity provisions (which are standard for this type of agreement) in favour of the Registrar from and against any damages, loss, costs, claims or expenses which it may suffer or incur in performing its services under the Registrar Agreement, except where there has been fraud, negligence, wilful default or breach of the Registrar Agreement on the part of the Registrar.
The Registrar Agreement may be terminated by either party giving to the other not less than six months' notice in writing. Either party may also terminate the Registrar Agreement, inter alia, in the event of a persistent or material breach by the other party of its obligations under the Registrar Agreement or upon the occurrence of certain insolvency events relating to the other.
The Registrar Agreement is governed by Jersey law.
By a sponsor engagement letter dated 7 July 2006, as supplemented by letters dated 12 November 2008 and 12 May 2017, between (i) the Company and (ii) Ogier Corporate Finance Limited, the Company appointed Ogier Corporate Finance Limited as the TISE listing sponsor of the Company.
The TISE Sponsor is entitled to an annual fee of £2,000 and a fee determined by reference to the number of hours worked based on the TISE Sponsor's standard hourly charging rates.
The TISE Sponsor Services Agreement contains indemnity provisions (which are standard for this type of agreement) in favour of the TISE Sponsor from and against any losses, claims, demands, damages, costs, charges, expenses, fines or liabilities which it may suffer or incur in performing its services under the TISE Sponsor Services Agreement, except where any of the foregoing result from the actions taken or omitted to be taken by the TISE Sponsor in bad faith or arising directly from the negligence, wilful default or fraud on the part of the TISE Sponsor.
The TISE Sponsor Services Agreement may be terminated by either party giving written notice to the other at any time. The Company expects to terminate the TISE Sponsor Services Agreement on de-listing of the Ordinary Shares from listing on TISE.
The TISE Sponsor Services Agreement is governed by Jersey law.
A corporate broker engagement letter dated 25 January 2019 between (i) the Company and (ii) Cavendish pursuant to which the Company appointed Cavendish as its financial adviser and corporate broker.
Cavendish is entitled to an annual fee based on the aggregate net asset value of the Company, payable quarterly in advance, which shall not reduce again should the net asset value of the Company reduce below the relevant threshold. The annual fee shall be £50,000 whilst the net asset value of the Company is less than or equal to £100 million and £65,000 once the net asset value of the Company exceeds £100 million equal. In addition, the Company and Cavendish have agreed that Cavendish shall be entitled to a commission based on the value of Subscription Rights exercised in each year.
The Corporate Broker Agreement contains indemnity provisions (which are standard for this type of agreement) in favour of Cavendish from and against all losses, claims, damages, charges, expenses or labilities which it may suffer or incur, directly or indirectly, in performing its services under the Corporate Broker Agreement, except where any of the foregoing result from the actions taken or omitted to be taken by Cavendish (or its associates) arising from the fraud, gross negligence or wilful default on the part of Cavendish (or its associates).
The Corporate Broker Agreement may be terminated by either party giving three months' written notice to the other.
The Corporate Broker Agreement is governed by English law
Save as disclosed in Note 17 on page 43 of the 2021 Annual Report Accounts, Note 17 on page 43 of the 2022 Annual Report and Accounts, Note 17 on page 56 of the 2023 Annual Report and Accounts, note 15 on page 20 of the 2023 Interim Accounts and note 16 on page 24 of the 2024 Interim Accounts, all of which are incorporated by reference into this Prospectus, there have been no related party transactions entered into by the Company at any time (i) during the period covered by the Historical Financial Information incorporated by reference into this Prospectus; and (ii) since 1 April 2024 to the date of this Prospectus.
There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this Prospectus which may have, or have had in the recent past, significant effects on the Company's financial position or profitability.
The Company is of the opinion that, the working capital available to the Company is sufficient for the Company's present requirements, that is for at least 12 months from the date of this Prospectus.
The Company will at all times invest and manage its assets with the objective of spreading risk and in accordance with its published investment policy as set out in Part 1 of this Prospectus.
In the event of a breach of the investment policy set out in Part 1 of this Prospectus and the investment restrictions set out therein, the Investment Manager shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service.
The Company must not conduct any trading activity which is significant in the context of its group as a whole.
The auditors to the Company are KPMG Channel Islands Limited of 37 Esplanade, St. Helier, JE4 8WQ, Jersey. KPMG Channel Islands Limited is a firm of chartered accountants and a member firm of the Institute of Chartered Accountants in England and Wales.
14.1 The following documents will be available for inspection at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and shall be available on the Company's website (https://ncim.co.uk/geiger-counter-ltd/) from the date of this Prospectus until 21 November 2025:
Dated 22 November 2024
The following definitions apply throughout this Prospectus unless the context requires otherwise:
| "2021 Annual Report and Accounts" | the Company's annual report and financial statements for the year ended 30 September 2021, which are incorporated by reference into this Prospectus |
|---|---|
| "2022 Annual Report and Accounts" | the Company's annual report and financial statements for the year ended 30 September 2022, which are incorporated by reference into this Prospectus |
| "2023 Annual Report and Accounts" | the Company's annual report and financial statements for the year ended 30 September 2023, which are incorporated by reference into this Prospectus |
| "2023 Interim Accounts" | the Company's unaudited interim accounts for the six months to 31 March 2023, which are incorporated by reference into this Prospectus; |
| "2024 AGM" | the annual general meeting of the Company held on 6 March 2024 |
| "2024 Interim Accounts" | the Company's unaudited interim accounts for the six months to 31 March 2024, which are incorporated by reference into this Prospectus; |
| "2024 Subscription Rights Issue" | the issue of Ordinary Shares pursuant to the exercise of |
| the Subscription Right in the Articles undertaken in April 2024 |
|
| "2025 Subscription Rights Issue" | the issue of New Ordinary Shares pursuant to the exercise of the Subscription Right in the Articles, a summary of which appears in paragraph 7 of Part 1 (Information on the Company) and paragraph 3 of Part 5 (The Placing Programme and the 2025 Subscription Rights Issue) of this document |
| "Administration Agreement " | the administration agreement dated 22 June 2006, as amended on 1 July 2014 and 9 March 2022, between the Company and the Administrator, a summary of which is set out in paragraph 6.3 of Part 8 (Additional Information) of this Prospectus |
| "Administrator" | R&H Fund Service (Jersey) Limited |
| "Admission Standards" |
and | Disclosure | the admission and disclosure standards of the London Stock Exchange |
|---|---|---|---|
| "AIC" | the Association of Investment Companies | ||
| "AIC Code" | the AIC Code of Corporate Governance, as amended from time to time |
||
| "AIF" | alternative investment fund | ||
| "AIFM" | alternative investment fund manager | ||
| "AIFMD" or "AIFM Directive" | the European Union's Alternative Investment Fund Managers Directive (No. 2071/61/EU) and all legislation made pursuant thereto, including, where applicable, the applicable implementing legislation and regulations in each member state of the European Union |
||
| "AML Legislation" | the Proceeds of Crime (Jersey) Law 1999 and any subordinate legislation, regulations or orders, or other legislation concerning money laundering and the prevention of terrorist financing applicable in Jersey, including the Money Laundering (Jersey) Order 2008, the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations and any other applicable law concerning the prevention of money laundering |
||
| "Application Form" | the application form for use in connection with the 2025 Subscription Rights Issue |
||
| "Articles" | the memorandum and articles of association of the Company from time to time |
||
| "Audit and Risk Committee" | the audit and risk committee of the Board | ||
| "Auditor" or "Auditors" | Ernst & Young LLP or such other auditor as the Company may appoint from time to time |
||
| "Benefit Plan Investor" | a "benefit plan investor" as defined in Section 3(42) of ERISA and any regulations promulgated by the US Department of Labor thereunder, being "employee benefit plans" as defined in Section 3(3) of ERISA that are subject to Title I of ERISA, "plans" that are subject to the prohibited transaction provisions of Section 4975 of the US Code, and entities the assets of which are treated as "plan assets" under Section 3(42) of ERISA and any regulations promulgated thereunder |
| "Business Day" | a day (excluding Saturdays and Sundays, or public holidays in both Jersey and England and Wales) on which banks generally are open for business in both Jersey and London for the transaction of normal business |
|---|---|
| "Cavendish" | Cavendish Capital Markets Limited |
| "certificated" or "in certificated | not in uncertificated form |
| form" | |
| "COB Rules" | the FCA Conduct of Business Rules applicable to firms with investment business customers |
| "Common Reporting Standard" | the Common Reporting Standard on Automatic Exchange of Information |
| "Company" | Geiger Counter Limited |
| "Computershare" or "Registrar" | Computershare Investor Services (Jersey) Limited |
| "Continuation Resolution" | has the meaning given to it in paragraph 6 of Part 1 (Information on the Company) of this Prospectus |
| "Contract Note" | has the meaning given to it in paragraph 1.4 of Part 6 (Terms and conditions of application under any placing under the Placing Programme) of this Prospectus |
| "Corporate Broker Agreement" | the corporate broker engagement letter dated 25 January 2019 between the Company and Cavendish, a summary of which is set out in paragraph 6.8 of Part 8 (Additional Information) of this Prospectus |
| "CQS Group" | CQS (UK) LLP and its subsidiary undertakings and affiliated entities from time to time |
| "CREST" | the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended |
| "CRS" | the Common Reporting Standard, developed by the OECD with G20 countries and approved by the OECD Council on 15 July 2014, on the standard for automatic exchange of financial account information for tax purposes and published by the OECD, and Council Directive 2014/107/EU of 9 December 2014 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation, together with any regulations, forms, instructions or other guidance issued thereunder (now or in the future) |
|---|---|
| "Data Protection Legislation" | the Data Protection (Jersey) Law 2018, the Data Protection Authority (Jersey) Law 2018 and any other legislation in Jersey concerning data protection, EU GDPR and/or UK GDPR and the UK Data Protection Act 2018 (as amended from time to time) |
| "Default Shares" | has the meaning given to it in paragraph 4.4.3(j) of Part 8 (Additional Information) of this Prospectus |
| "Depositary" | INDOS Financial Limited |
| "Depositary Agreement" | the depositary agreement dated 21 July 2014 between the Company, the Depositary and the Investment Manager, a summary of which is set out in paragraph 6.5 of Part 8 (Additional Information) of this Prospectus |
| "Directors" or "Board" | the board of directors of the Company |
| "Disclosure Guidance and Transparency Rules" or "DTRs" |
the disclosure guidance and transparency rules contained within the FCA Handbook |
| "EEA" | European Economic Area |
| "ERISA" | US Employee Retirement Income Security Act of 1976, as amended |
| "EU" | the European Union |
| "EU GDPR" | EU General Data Protection Regulation 2016/679 |
| "EU Prospectus Regulation" | Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC |
| "Euroclear" | Euroclear UK & International Limited, being the operator of CREST |
| "EUWA" | European Union (Withdrawal) Act 2018 (as amended) |
| "Existing Ordinary Shares" | the Ordinary Shares in issue as at the date of this document |
|---|---|
| "FATCA" | the US Foreign Account Tax Compliance Act |
| "FCA" | the Financial Conduct Authority |
| "FCA Handbook" | the FCA handbook of rules and guidance as amended from time to time |
| "FSMA" | the Financial Services and Markets Act 2000 (as amended) and any statutory modification or re enactment thereof for the time being in force |
| "Gross Assets" | the gross assets of the Company as determined in accordance with the accounting principles adopted by the Company from time to time |
| "GST" | the Jersey Goods and Services Tax pursuant to the GST Law |
| "GST Law" | the Goods and Services Tax (Jersey) Law 2007 |
| "HMRC" | His Majesty's Revenue and Customs |
| "Historical Financial Information" | the 2021 Annual Report and Accounts, the 2022 Annual Report and Accounts, the 2023 Annual Report and Accounts, the 2023 Interim Accounts and the 2024 Interim Accounts |
| "IFRS" | International Financial Reporting Standards |
| "Initial Admission" | Admission of the Existing Ordinary Shares |
| "International Tax Compliance Legislation" |
means the Taxation (Implementation) (Jersey) Law 2004 and any subordinate legislation, regulations or orders including but not limited to, the Taxation (Exchange of Information with Third Countries) (Jersey) Regulations 2008, the Taxation (Implementation) (International Tax Compliance) (Common Reporting Standard) (Jersey) Regulations 2015, the Taxation (Implementation) (International Tax Compliance) (United Kingdom) (Jersey) Regulations 2014, the Taxation (Implementation)(International Tax Compliance) (United States of America) (Jersey) Regulations 2014, or any other applicable international tax compliance legislation |
| "Investment Management Agreement" |
the investment management agreement dated 15 March 2015 as amended on 10 March 2020 between the Company and the Investment Manager, a summary of which is set out in paragraph 6.2 of Part 8 (Additional Information) of this Prospectus |
|---|---|
| "Investment Manager" | CQS (UK) LLP (trading as Manulife CQS Investment Management) |
| "Investment Portfolio" | the portfolio of investment assets owned by the Company from time to time, further details of which are set out in paragraph 5 of Part 1 (Information on the Company) |
| "ISA" | a UK individual savings account |
| "Jersey Companies Law" | the Companies (Jersey) Law 1991 |
| "Jersey CRS Legislation" | the Taxation (Implementation) (International Tax Compliance) (Common Reporting Standard) (Jersey) Regulations 2015, adopted on 1 December 2015 with an entry into force date of 1 January 2016, as amended by the Taxation (Implementation) (International Tax Compliance) (Common Reporting Standard) (Amendment) (Jersey) Regulations 2017; |
| "Jersey Funds Code" | the Code of Practice for Certified Funds published by the JFSC |
| "Jersey Funds Law" | the Collective Investment Funds (Jersey) Law 1988, as amended |
| "Jersey Listed Fund Guide" | the guide published by the JFSC, the purpose of which is to define listed closed-end funds established in Jersey under a fast-track authorisation process as "Listed Funds" and to set out the characteristics that such funds would typically be expected to have |
| "JFSC" | the Jersey Financial Services Commission |
| "KPMG" | KPMG Channel Islands Limited |
| "Latest Practicable Date" | 19 November 2024 |
| "Listed Fund" | a listed fund established under a fast-track authorisation process in Jersey |
| "London Stock Exchange" | London Stock Exchange plc |
| "LSE Admission Standards" | the admission and disclosure standards published by the London Stock Exchange |
| "Main Market" | the London Stock Exchange's Main Market for listed securities |
| "Member State" | any member state of the European Economic Area |
|---|---|
| "MiFID II Product Governance Requirements" |
the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and, in particular, Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA |
| "Money Laundering Directive" | the Council Directive on prevention of the use of the financial system for the purposes of money laundering or terrorist financing (EU/2015/849) as amended by the Money Laundering Directive (EU) 2018/843 of the European Parliament and of the Council of the Europe Union of 9 July 2018 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing |
| "Money Laundering Regulations" | the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations S.I. 2017/692, as amended |
| "NCIM" | New City Investment Managers Limited, a member of the CQS Group, and, prior to its acquisition by the CQS Group, the Company's investment manager |
| "Net Asset Value" or "NAV" | the value of the assets of the Company less its liabilities calculated in accordance with the Company's accounting policies from time to time |
| "Net Asset Value per Ordinary Share" or "NAV per Ordinary Share" |
the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (excluding any Ordinary Shares held in treasury) |
| "New Ordinary Shares" | the new Ordinary Shares to be issued pursuant to the Placing Programme and/or the 2025 Subscription Rights Issue (as the context requires) |
| "Official List" | the Official List of the Financial Conduct Authority |
| "Order" | the Companies Uncertificated Securities (Jersey) Order 1999 |
| "Ordinary Shares" | ordinary shares of no par value in the capital of the Company, including Existing Ordinary Shares and/or New Ordinary Shares, as the context requires |
| "Placee" | a person subscribing for New Ordinary Shares under a Placing (as applicable) |
| "Placing" | any placing of New Ordinary Shares pursuant to the Placing Programme described in this Prospectus |
| "Placing Letter | has the meaning given to it in paragraph 1.3 of the Part 6 (Terms and conditions of application under any Placing under the Placing Programme) of this Prospectus; |
|---|---|
| "Placing Programme" | the proposed programme of Placings as described in this Prospectus, in particular Part 5 (The Placing Programme and the 2025 Subscription Rights Issue) of this Prospectus |
| "Placing Programme Price" | the price at which New Ordinary Shares will be issued pursuant to a Placing under the Placing Programme as described in Part 5 (The Placing Programme and the 2025 Subscription Rights Issue) of this Prospectus |
| "PRA" | the Prudential Regulation Authority |
| "Prime Broker" | BNP Paribas, London Branch |
| "Prime Brokerage Agreement" | the prime brokerage agreement dated 27 April 2022, as amended on 5 May 2023, between the Company and the Prime Broker, a summary of which is set out in paragraph 6.4 of Part 8 (Additional Information) of this Prospectus |
| "Privacy Notice" | the Company's privacy notice, a copy of which is available for review on the Company's website at https://ncim.co.uk/geiger-counter-ltd/ |
| "PROD Sourcebook" | the Product Intervention and Product Governance Sourcebook contained in the FCA Handbook |
| "the Prospectus" or "this Prospectus" | this document which is a prospectus prepared in accordance with the UK Prospectus Regulation |
| "Prospectus Regulation Rules" | the rules and regulations made by the FCA under Part VI of FSMA |
| "Record Date" | 6.00 p.m. on 31 March 2025 |
| "Registrar" | Computershare Investor Services (Jersey) Limited |
| "Register" | the register of members of the Company |
| "Registrar Agreement" | the registrar agreement dated 23 July 2014, as amended on 18 July 2016 and 29 April 2022, between the Company and the Registrar, a summary of which is set out in paragraph 6.6 of Part 8 (Additional Information) of this Prospectus |
| "Regulation S" | Regulation S promulgated under the US Securities Act |
| "Regulatory Information Service" or "RIS" |
a regulatory information service authorised by the FCA to release regulatory announcements to the London Stock Exchange |
| "Relevant Member State" | each Member State which is bound by the EU Prospectus Regulation |
|---|---|
| "Restricted Jurisdiction" | each of Australia, Canada, India, Japan, the Republic of South Africa, the United States and any Member State (other than any Member State where the New Ordinary Shares are lawfully marketed) |
| "RPI" | Retail Price Index |
| "SDRT" | stamp duty reserve tax |
| "Shareholder" | a holder of Ordinary Shares |
| "SIPP" | a UK self-invested personal pension scheme |
| "SONIA" | the sterling overnight index average reference rate |
| "Sponsor and Placing Programme Agreement" |
the sponsor and placing programme agreement between Cavendish, the Company, the Investment Manager and the Directors, a summary of which is set out in paragraph 6.1 of Part 8 (Additional Information) of this Prospectus |
| "Sterling, £, pence or p" | the lawful currency of the UK |
| "Subscription Date" | 30 April in each calendar year |
| "Subscription Notice" | has the meaning given to it in the Articles, and as described in paragraph 4.2.4(d) of Part 8 (Additional Information) of this Prospectus |
| "Subscription Price" | the price per Ordinary Share equal to the undiluted Net Asset Value attributable to one Ordinary Share on the immediately preceding 1 May (or if such date is not a Business Day, the next following Business Day), rounded up to the nearest whole penny |
| "Subscription Right" | the right conferred on each Shareholder to subscribe for new Ordinary Shares in accordance with the Articles, a summary of which appears in paragraph 4.2.4 of Part 8 (Additional Information) of this document |
| "Subscription Trustee" | a trustee appointed by the Company as described in paragraph 2 of Part 5 (The Placing Programme and the 2025 Subscription Rights Issue) |
| "Subsequent Admission" | Admission of any New Ordinary Shares issued pursuant to the Placing Programme and/or the 2025 Subscription Rights Issue (as the context requires) |
| "Takeover Code" | the UK City Code on Takeovers and Mergers |
| "Target Market Assessment" | has the meaning given to it on page 21 of this Prospectus |
| "TISE" or "The International Stock Exchange" |
the investment exchange known as The International Stock Exchange |
|---|---|
| "TISEA" | The International Stock Exchange Authority Limited |
| "TISE Listing Rules" | the rules of TISEA governing the listing of securities on TISE |
| "TISE Sponsor" | Ogier Corporate Finance Limited |
| "TISE Sponsor Services Agreement" | the sponsor engagement letter dated 7 July 2016, as supplemented by letters dated 12 November 2008 and 12 May 2017, between the Company and the TISE Sponsor, a summary of which is set out in paragraph 6.7 of Part 8 (Additional Information) of this Prospectus |
| "TISE Official List" | the list of securities admitted to listing on TISE which is published and maintained by TISEA |
| "TTE" | Transfer to Escrow instruction |
| "UK Corporate Governance Code" | the UK Corporate Governance Code as published by the Financial Reporting Council from time to time |
| "UK AIFM Regime" | the UK's implementation of the European Union's Alternative Investment Fund Managers directive (No. 2071/61/EU) and all legislation made pursuant thereto, including the Alternative Investment Fund Managers Regulations 2013 and any other applicable UK implementing legislation and regulations |
| "UK Companies Act" | the UK Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force |
| "UK GDPR" | EU General Data Protection Regulation 2016/679, as it forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| "UK Listing Rules" | the new UK listing rules made by the FCA pursuant to the relevant provisions of the Financial Services and Markets Act 2000 (as amended) and adopted on 29 July 2024 |
| "UK Market Abuse Regulation" | Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| "UK MiFID II" | the UK's implementation of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID), together with the UK version of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (MiFIR), which forms part of the domestic law of the United Kingdom by virtue of the EUWA |
|---|---|
| "UK MiFID II Delegated Regulation" | Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive, as it forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| "UK PRIIPs Regulation" | Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products, together with its implementing and delegated acts, as they form part of the domestic law of the United Kingdom by virtue of the EUWA |
| "UK Prospectus Regulation" | Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as it forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| "uncertificated" or "in uncertificated form" |
a share recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| "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 of America and the District of Columbia |
| "US Code" | US Internal Revenue Code, as amended |
| "US Exchange Act" | US Securities Exchange Act of 1934, as amended |
| "US Investment Company Act" | US Investment Company Act of 1940, as amended |
| "US Person" | a US Person as defined for the purposes of Regulation S |
| "US Securities Act" | US Securities Act of 1933, as amended |
|---|---|
| "USE Instruction" | an Unmatched Stock Event instruction |
| "US\$" | the lawful currency of the United States |
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