Proxy Solicitation & Information Statement • Mar 30, 2012
Proxy Solicitation & Information Statement
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THIS DOCUMENT DOCUMENT DOCUMENT IS IMPORTANT IMPORTANT AND REQUIRES REQUIRESREQUIRES YOUR IMMEDIATE IMMEDIATE ATTENTION. ATTENTION. If you are in any doubt about the contents contentsofthisdocument document documentorastotheactionyoushouldtake,youarerecommended recommended recommendedimmediately immediately immediatelytoseekyourown independent independent financial financial advice from your stockbroker, kbroker, kbroker, bank manager, manager, solicitor, solicitor, accountant accountantaccountant or other appropriately appropriately appropriately qualified qualifiedindependent independentindependentfinancial financialfinancialadviser adviser adviserauthorised authorisedauthorisedundertheFinancial FinancialFinancialServices Services ServicesandMarkets Markets MarketsAct2000or,ifyouarein acountry country countryoutside outside outsidetheUnitedKingdom, Kingdom, Kingdom,another another anotherappropriately appropriately appropriatelyauthorise authorise authorisedindependent independent independentfinancial financial financialadviser. adviser. adviser.
If you were a Shareholder and have sold or otherwise transferred all your Shares, please send this document, together with the accompanying Form of Proxy (but not any accompanying personalised Tender Form), as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, neither this document nor any accompanying document(s) should be forwarded or transmitted to or in any Restricted Jurisdiction or any other jurisdiction outside the United Kingdom where to do so may violate any legal or regulatory requirement. If you are an existing holder of Shares and you have sold or transferred part only of your registered holding of Shares, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected.
The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should read paragraph 7 ("Overseas Shareholders") in Part 3 of this document and should inform themselves about, and observe, any applicable legal or regulatory requirements.
This document does not constitute or form part of any offer to purchase, or invitation to sell, Shares in any jurisdiction in which such offer or invitation is unlawful. Wit or invitation unlawful. Without prejudice to the foregoing generali generality, t hout prejudice the Tender Offer Offer is not being being made, directly or indirectly, in or into, or by use of the mails, of the mails, any means or instrumentality (including, without without limitation, facsimile transmission, email, other electronic transmission or telephone) of interstate or foreign commerce r foreign commerce or any facility of a national, state or other securities exchange, of a Restricted Jurisdiction ities exchange, Restricted Jurisdiction Jurisdiction and the and the the Tender Offer Tender Offer Tender Offer cannot cannot be accepted by any such use, means, instrumentality, facility or otherwise or from within a Restricted , or from within a Restricted Jurisdiction Jurisdiction. Jurisdiction.
Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FSA, is acting solely for Dunedin Enterprise Investment Trust plc and for no one else, including any recipient of this document, in connection with the Tender Offer and other matters referred to in this document and will not be responsible to anyone other than Dunedin Enterprise Investment Trust plc for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Tender Offer or any other matter referred to in this document.
(Incorporated in Scotland under the Companies Acts 1948 to 1967 with registered number SC052844) (An investment company under section 833 of the Companies Act 2006)
A notice convening a general meeting of the Company is set out in Part 7 of this document. That meeting will be held at the offices of Dunedin Capital Partners Limited at Dukes Court, 32 Duke Street, St James's, London SW1Y 6DF, on Monday, 23 April 2012 commencing at 12.30 p.m. To be valid for use at the General Meeting, the accompanying Form of Proxy should be completed, signed and returned in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by not later than 12.30 p.m. on Thursday, 19 April 2012. If you hold your Shares in CREST, you may appoint a proxy by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes at the end of the notice convening the General Meeting in Part 7 of this document and such appointment should be transmitted as soon as possible and, in any event, so as to be received by not later than 12.30 p.m. on Thursday, 19 April 2012.
The Tender Offer will close at 3.00 p.m. on Monday, 23 April 2012 and will only be available to Shareholders on the Register at the close of business on Monday, 23 April 2012. Shareholders wishing to tender Shares held in certificated form for purchase in the Tender Offer should ensure that their completed Tender Forms, together with their share certificate(s) and/or other documents of title in respect of the Shares tendered, are returned by or (during normal business hours) by hand to Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received by not later than 3.00 p.m. on Monday, 23 April 2012. Shareholders wishing to tender Shares held in uncertificated form (that is in CREST) for purchase in the Tender Offer should arrange for the Shares tendered to be transferred into escrow by not later than 3.00 p.m. on Monday, 23 April 2012 as described in paragraph 4.3.1 of Part 3 of this document.
If they want the votes attached to their Shares held through the Alliance Trust Savings Products to be cast at the General Meeting, Alliance Trust Savings Product Investors should complete and return the Form of Direction in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by not later than 5.00 p.m. on Monday, 16 April 2012. Alliance Trust Savings Limited will be writing to Alliance Trust Savings Product Investors with regard to the action that they will need to take if they wish to tender Ordinary Shares held through the Alliance Trust Savings Products in the Tender Offer.
If youdonotwishtotenderanyof your Sharesdonotcomplete completecompleteor returna TenderForm or transfer any Shares to transfer any to escrow. escrow. Youare,however, owever,owever,requested requestedrequestedtocomplete complete completeandreturnyourFormofProxy(orappoint appointappointaproxyelectronically) electronically) electronically)as soonaspossible. possible. possible.
| Page | ||
|---|---|---|
| PART 1 | LETTER FROM THE CHAIRMAN 3 | |
| Introduction 3 | ||
| The Tender Offer 4 | ||
| General Meeting 4 | ||
| Action to be Taken 4 | ||
| Recommendation 6 | ||
| PART 2 | LETTER FROM CANACCORD GENUITY 7 | |
| PART 3 | TERMS AND CONDITIONS OF THE TENDER OFFER 10 | |
| PART 4 | UK TAXATION 22 | |
| PART 5 | ADDITIONAL INFORMATION 23 | |
| PART 6 | DEFINITIONS 25 | |
| PART 7 | NOTICE OF GENERAL MEETING 28 |
| Latest date and time for receipt of Forms of Direction for General Meeting |
5.00 p.m. on Monday, 16 April |
|---|---|
| Latest time and date for receipt of Forms of Proxy and appointments of proxies utilising CREST electronic proxy appointment service for General Meeting |
12.30 p.m. on Thursday, 19 April |
| General Meeting | 12.30 p.m. on Monday, 23 April |
| Latest time and date for receipt of Tender Forms and TTE Instructions in CREST for Tender Offer |
3.00 p.m. on Monday, 23 April |
| Record date for Tender Offer | close of business on Monday, 23 April |
| Result of Tender Offer announced | Tuesday, 24 April |
| Payments through CREST made in respect of Shares held in uncertificated form successfully tendered |
Wednesday, 25 April |
| CREST accounts settled in respect of unsold tendered Shares held in uncertificated form |
Wednesday, 25 April |
| Cheques despatched in respect of Shares held in certificated form successfully tendered |
by Monday, 30 April |
| Balancing certificates despatched in respect of unsold tendered Shares held in certificated form |
by Friday, 4 May |
| Notes: |
(Incorporated in Scotland under the Companies Acts 1948 to 1967 with registered number SC052844) (An investment company under section 833 of the Companies Act 2006)
Directors Edward Dawnay (Chairman) Liz Airey Brian Finlayson David Gamble Federico Marescotti
Registered Office Saltire Court 20 Castle Terrace Edinburgh EH1 2EN
30 March 2012
Dear Shareholders and Alliance Trust Savings Product Investors
Your Board announced, on 16 February 2012, that the Company had sold its entire investment in SWIP Private Equity Fund of Funds II plc to a number of third parties for an aggregate cash consideration of approximately €17.37 million, equivalent to approximately £14.55 million at the date of sale. This transaction represents the first step in enacting the change of the Company's strategy to focus on funds raised by the Company's investment manager, Dunedin Capital Partners Limited, as well as returning cash to Shareholders, which was approved by Shareholders at a general meeting of the Company held in November 2011.
In accordance with the Company's distribution policy announced on 1 November 2011, the Board is proposing to return approximately £14.31 million of the proceeds of the sale of the Company's investment in SWIP Private Equity Fund of Funds II plc in cash to Shareholders via a tender offer for up to 10 per cent. of the Shares currently in issue at a price of 475p per Share, equivalent to a 12.2 per cent. discount to the NAV per Share as at 31 December 2011. Shares successfully tendered pursuant to the Tender Offer will not qualify for the final dividend of 5.0p per Share for the year ended 31 December 2011, which will be paid, subject to Shareholder approval, on Friday, 25 May 2012 to Shareholders on the register at close of business on Friday, 4 May 2012.
The purpose of this document is to explain the mechanics of the Tender Offer, to provide you with the terms and conditions relating to the Tender Offer and explain how you may tender some or all of your Shares, should you wish to do so, and to convene a general meeting of the Company as required by the Companies Act 2006 to seek Shareholder approval of the Tender Offer. The notice convening that general meeting, which will be held at the offices of Dunedin Capital Partners Limited at Dukes Court, 32 Duke Street, St James's, London SW1Y 6DF, at 12.30 p.m. on Monday, 23 April 2012, is set out in Part 7 of this document.
This letter is not a recommendation for Shareholders or Alliance Trust Savings Product Investors s Alliance Investors to tender their Shares pursuant to the Tender Offer tender pursuant to Offer Offer. Whether or not Share . or not Shareholders or Alliance Trust holders Alliance Savings Product Investors tender their Savings tender their tender Shares will depend on, among other thi Shares will depend on, among other things, their vi ngs, their view of the ew of the Company' Company's prospects and their own individual circumstances s prospects their circumstances, including their tax position, on which including position, they should seek their own independent advice. How should their own advice. However, the Board recommends that ever, the Shareholders and and Alliance Trust Savings Product Investors Alliance Trust Savings Product Investors Alliance Savings Investors vote in favour of the vote in favour of the favour Tender Offer Tender Offer Resolution to provide providethose Shareholders those and Alliance Trust Savings Product Investors Alliance Investorswho wish to wish do so the opportunity so opportunity to realise at least to least part of their investment in the part of their investment in the Comp Company Company pursuant to the to Tender Offer. Offer.
The Tender Offer is being made to Shareholders (other than Restricted Shareholders) by Canaccord Genuity for up to 3,012,238 Shares, representing 10 per cent. of the Company's current issued share capital, at a price of 475p per Share, which represents a discount of 12.2 per cent. to the NAV per Share as at 31 December 2011 (being the latest date prior to the publication of this document as at which the Company's NAV has been calculated) and a premium of 33.4 per cent. to the closing mid-market price on 28 March 2012.
Pursuant to the Tender Offer, Shareholders (other than Restricted Shareholders) will be able to tender up to 10 per cent. of their holdings (rounded down to the nearest whole number of Shares), with such tenders being satisfied in full. Shareholders (other than Restricted Shareholders) will also be able to tender Shares in excess of their Basic Entitlement, but such excess tenders will only be satisfied on a pro rata basis to the extent that other Shareholders tender less than (or none of) their Basic Entitlement.
The Tender Offer will be implemented by means of on-market purchases by Canaccord Genuity, which will, as principal, purchase the Shares tendered (subject to the overall limit of the Tender Offer) at the Tender Price and, on the completion of those purchases and in accordance with the Purchase Agreement, sell them on to the Company at the Tender Price by way of an on-market transaction (all of these transactions will be carried out on the London Stock Exchange's main market). The Shares that the Company purchases from Canaccord Genuity will be cancelled and the number of Shares in issue reduced accordingly. The Company will fund that purchase from its existing cash resources.
The Tender Offer is conditional on the Tender Offer Resolution being passed at the General Meeting. It is also subject to certain further conditions, which are set out in paragraph 3.1 of Part 3 of this document. In addition, the Tender Offer may be terminated in certain circumstances as set out in paragraph 3.2 of Part 3 of this document.
Your attention is drawn to the letter from Canaccord Genuity in Part 2 of this document and to Part 3 of this document, which constitute the terms and conditions of the Tender Offer.
The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the relevant laws of the overseas jurisdiction. Shareholders with registered or mailing addresses outside the United Kingdom or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read paragraph 7 of Part 3 of this document. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such persons to complete and return a Tender Form.
The attention of Shareholders is drawn to Part 4 of this document, which sets out a general guide to certain aspects of current UK law and HM Revenue & Customs published practice. Shareholders who are in inanydoubtastotheir taxposition position positionorwhoaresubject subject subjecttotaxinajurisdiction jurisdiction jurisdictionotherthanthe UnitedKingdom KingdomKingdomshouldconsult consultconsultanappropriate appropriateappropriateindependent independentindependentprofessional professionalprofessionaladviser. adviser.adviser.
The Tender Offer is subject to Shareholder approval at a general meeting of the Company, which has been convened for 12.30 p.m. on Monday, 23 April 2012 and will be held at the offices of Dunedin Capital Partners Limited at Dukes Court, 32 Duke Street, St James's, London SW1Y 6DF. The notice convening the General Meeting is set out in Part 7 of this document. A special resolution will be proposed at the General Meeting to authorise the Company to buy back Shares pursuant to the Tender Offer.
If you are a Shareholder, you will find enclosed with this document a Form of Proxy for use at the General Meeting. Please complete the Form of Proxy and return it by post to the address set out on it as soon as possible and, in any event, so as to be received by not later than 12.30 p.m. on Thursday, 19 April 2012.
Shareholders who hold their Shares in CREST may appoint a proxy by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes at the end of the notice convening the General Meeting in Part 7 of this document and such appointment should be transmitted as soon as possible and, in any event, so as to be received by not later than 12.30 p.m. on Thursday, 19 April 2012.
The completion and return of a Form of Proxy, or the appointment of a proxy utilising the CREST electronic proxy appointment service, will not prevent a Shareholder from attending the General Meeting and voting in person if they wish to do so.
Shareholders who hold their Shares in certificated form will also find accompanying this document a personalised Tender Form for use in connection with the Tender Offer. Such Shareholders who wish to tender some or all of the Shares registered in their name at the Record Date should complete the Tender Form in accordance with the instructions printed on it and in paragraph 4.2 of Part 3 of this document. The completed Tender Form together with the relevant share certificate(s) and/or other document(s) of title should be sent to the Receiving Agent by post or (during normal business hours only) delivered by hand to Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received by not later than 3.00 p.m. on Monday, 23 April 2012. A prepaid envelope is enclosed for this purpose (for use within the UK only).
Shareholders who hold their Shares in uncertificated form (i.e., in CREST) who wish to take advantage of the Tender Offer should comply with the procedures set out in paragraph 4.3.1 in Part 3 of this document in respect of transferring uncertificated Shares to escrow through CREST. To do so they should ensure that their CREST nominee, custodian, broker or financial adviser has been advised to send the TTE Instruction through CREST so as to settle by not later than 3.00 p.m. on Monday, 23 April 2012.
Full details of the procedure for tendering Shares are set out in paragraph 4 of Part 3 of this document and, in respect of Shares held in certificated form, in the Tender Form.
If you hold your Shares through any of the Alliance Trust Savings Products, you will find enclosed with this document a Form of Direction for use in connection with the General Meeting. Please complete the Form of Direction and return it by post to the address set out on it as soon as possible and, in any event, so as to be received not later than 5.00 p.m. on Monday, 16 April 2012.
Alliance Trust Savings Limited will be writing to Alliance Trust Savings Product Investors to explain the action they will need to take if they wish to tender some or all of the Shares held by them through the Alliance Trust Savings Products.
A Shareholder Helpline has been established by the Company's registrar, Equiniti Limited, on 0871 384 2805 or, if calling from outside the United Kingdom, +44 121 4150 279. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls from within the UK to 0871 384 2805 are charged at 8p per minute from a BT landline (excluding VAT) and calls from outside the UK to +44 121 4150 279 will be charged at the applicable international rate (different charges may apply to calls from mobile telephones). Calls may be recorded and randomly monitored for security and training purposes. For legal reasons, the Receiving Agent will not be able to give advice on the merits of the Tender Offer or provide legal, financial, investment or tax advice and, accordingly, if you require such advice, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA immediately or, if you are in a jurisdiction outside the United Kingdom, another appropriately authorised independent financial adviser.
The Board, which has received advice from Canaccord Genuity (in providing such advice, Canaccord Genuity has taken into account the Directors' commercial assessments), considers that the Tender Offer is in the best interests of Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Tender Offer Resolution at the General Meeting as those Directors who hold beneficial interests in Shares intend to do in respect of their own beneficial holdings of 163,830 Shares, representing 0.54 per cent. of the Voting Share Capital.
The Board makes no recommendation to Shareholders or Alliance Trust Savings Product Investors as to whether or not to tender their Shares pursuant to the Tender Offer. Whether or not Shareholders or Alliance Trust Savings Product Investors decide to tender their Shares will depend on, among other things, their view of the Company's prospects and their own individual circumstances, including their tax position, on which they should seek their own independent advice. None of the Directors will be tendering any of their Shares pursuant to the Tender Offer.
Yours faithfully
Edward Dawnay Chairman
CANACCORD GENUITY LIMITED 88 Wood Street London EC2V 7QR
30 March 2012
Dear Sir or Madam
As explained in the letter from your chairman in Part 1 of this document, Shareholders (other than Restricted Shareholders) are being given the opportunity to tender some or all of their Shares for purchase pursuant to the Tender Offer, subject to the scaling back of tenders in excess of the entitlement of each Shareholder to tender up to 10 per cent. of the Shares registered in such Shareholder's name at the Record Date rounded down to the nearest whole number of Shares, on the basis set out below and in Part 3 of this document. The purpose of this letter is to summarise the principal terms and conditions of the Tender Offer.
Canaccord Genuity hereby invites Shareholders (other than Restricted Shareholders) on the Register at the Record Date to tender Shares for purchase by Canaccord Genuity, as principal, for cash at a price of 475p per Share.
Each Shareholder (other than Restricted Shareholders) will be entitled to have accepted pursuant to the Tender Offer valid tenders to Canaccord Genuity in respect of up to 10 per cent. of the number of Shares registered in their name in the Register at the close of business on Monday, 23 April 2012, rounded down to the nearest whole number of Shares. In addition, Shareholders (other than Restricted Shareholders) may tender Shares in excess of their Basic Entitlement but any such excess tenders will only be satisfied to the extent that other Shareholders have not validly tendered all or any part of their Basic Entitlement, as the case may be. Tenders in excess of the Basic Entitlement will only be satisfied on a pro rata basis to the extent that other Shareholders validly tender less than (or none of) their Basic Entitlement, with pro rata entitlements being rounded down to the nearest whole number of Shares. The number of Shares to be purchased pursuant to the Tender Offer will not in any event exceed 3,012,238 Shares, representing 10 per cent. of the Shares in issue at the date of this document.
The Tender Offer is being made on the terms and subject to the conditions set out in Part 3 of this document and also, in the case of Shareholders holding their Shares in certificated form, in the Tender Form, the terms of which are deemed to be incorporated in this document and form part of the Tender Offer.
Shareholders are not obliged to tender any Shares a not tender and participation in the Tender Offer is a matter nd participation Tender Offer is matter for each Shareholder to decide, and will be influenced by their own individual financial and tax circumstances, their investment objective circumstances, their investment objective tances, investment and their view o and their view of the Company view of the Company' f Company's prospects. s prospects. s prospects. Shareholders Shareholders who do not wish to participate in the Tender Offer need take no action. need action. The rights of Shareholders who choose not to tender any of their Shares will be unaffected by the Tender Offer.
Shareholders (other than Restricted Shareholders) who hold their Shares in certificated form and who wish to tender Shares should complete the Tender Form in accordance with the instructions set
Canaccord Genuity Limited is a wholly-owned subsidiary or Canaccord Financial Inc., is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange. Registered in England and Wales, number 1774003.
out in it and in paragraph 4.2 of Part 3 of this document and return the completed Tender Form by post or (during normal business hours) by hand to Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received as soon as possible and in any event by not later than 3.00 p.m. on Monday, 23 April 2012. Such Shareholders should also return with their Tender Form the share certificate(s) and/or other documents of title in respect of their Shares tendered which are in certificated form.
Shareholders (other than Restricted Shareholders) who hold their Shares in uncertificated form (i.e. in CREST) and who wish to tender Shares should not complete a Tender Form and should instead arrange for their Shares to be transferred to escrow by sending a TTE Instruction in respect of such Shares, as described in sub-paragraph 4.3.1 of Part 3 of this document, as soon as possible and in any event so as to settle by not later than 3.00 p.m. on Monday, 23 April 2012.
Full details of the procedure for tendering Shares are set out in paragraph 4 of Part 3 of this document and, in respect of Shares held in certificated form, in the Tender Form. A Shareholder who tenders Shares in the Tender Offer will be deemed to have appointed Equiniti Limited as their agent in respect of the sale of Shares to Canaccord Genuity pursuant to the Tender Offer. Accordingly, Canaccord Genuity will issue a contract note to Equiniti Limited on behalf of all Shareholders for the sale of Shares pursuant to the Tender Offer.
Shareholders Shareholders should note that, once tendered, tendered, Shares may not be sold, transferred, transferred, charged charged charged or otherwise otherwisedisposed disposed disposedofotherthaninaccordance accordance accordancewiththeTender Offer Tender Offer Tender Offer.
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent or other independent financ ial adviser authorised under FSMA adviser authorised immediately or, if you are in a jurisdiction outside the United Kingdom, another appropriately authorised independent financial adviser. financial adviser.
Tender Forms and TTE Instructions which are received by the Receiving Agent after 3.00 p.m. on Monday, 23 April 2012 or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and returned to the relevant Shareholders or their appointed agents, together with any accompanying share certificate(s) and/or other document(s) of title.
Canaccord Genuity reserves the right to treat as valid Tender Forms and TTE Instructions which are not entirely in order and which are not accompanied (in the case of Shares held in certificated form) by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof.
Subject to the Tender Offer becoming unconditional, payment of the consideration to which Shareholders are entitled pursuant to valid tenders accepted by Canaccord Genuity will be made in pounds sterling:
as described in paragraph 6 of Part 3 of this document.
The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located and this document does not constitute or form part of any offer to purchase, or invitation to sell, Shares in any jurisdiction in which such offer or invitation is unlawful. Without prejudice to the foregoing generality, the Tender Offer is not available to Shareholders with registered or mailing addresses in Restricted Jurisdictions or who are citizens or nationals of, or resident in, a Restricted Jurisdiction.
Shareholders with registered or mailing addresses outside the United Kingdom and the Restricted Jurisdictions who wish to accept the Tender Offer should also read paragraph 7 of Part 3 of this document and should satisfy themselves that they have fully observed any applicable legal requirements under the laws of the relevant jurisdiction.
The Tender Offer is conditional, inter alia, on the passing of the Tender Offer Resolution at the General Meeting on Monday, 23 April 2012, or such later date (not being later than Tuesday, 30 April 2012) as the Company and Canaccord Genuity may agree. The Tender Offer is also conditional on the other matters specified in paragraph 3.1 of Part 3 of this document.
The Tender Offer may be terminated in the circumstances described in paragraph 3.2 of Part 3 of this document. In particular, the Board has reserved the right to require that Canaccord Genuity does not proceed with the Tender Offer if it concludes, at any time prior to the announcement of the result of the Tender Offer, that the implementation of the Tender Offer or the subsequent purchase by the Company of the Shares purchased by Canaccord Genuity pursuant to the Tender Offer is no longer in the best interests of the Company and Shareholders as a whole or the subsequent purchase by the Company of the Shares purchased by Canaccord Genuity pursuant to the Tender Offer is no longer in the best interests of the Company and Shareholders as a whole.
Shareholders should note the important information in paragraph 1 of Part 5 of this document relating to certain provisions of the Takeover Code, which is relevant to purchases of Shares on or after 16 February 2012.
Your attention is drawn to the information contained in the rest of this document, including, in particular, the terms and conditions of the Tender Offer in Part 3 of this document and the information regarding taxation in Part 4 of this document.
This letter is not a recommendation to Shareholders to sell or not sell Shares in the Tender Offer.
Yours faithfully
Sue Inglis Managing Director, Corporate Finance For and on behalf of Canaccord Genuity
provided that the maximum number of Shares purchased by Canaccord Genuity pursuant to the Tender Offer will not exceed 3,012,238 Shares, equivalent to 10 per cent. of the Voting Share Capital as at 28 March 2012.
3 and in the Tender Form (which together constitute part of the terms of the Tender Offer) and such tenders will be valid only when the procedures contained in this document and in the Tender Form are complied with. All tenders of Shares held in uncertificated form must be made by the input and settlement of an appropriate TTE Instruction in CREST in accordance with the instructions set out in paragraph 4.3.1 of this Part 3 and the relevant procedures in the CREST Manual (which together constitute part of the terms of the Tender Offer) and such tenders will be valid only when the procedures contained in this document and in the relevant parts of the CREST Manual are complied with. Tender Forms once duly completed (for Shares held in certificated form) and submitted to the Receiving Agent and TTE Instructions which have settled (for Shares held in uncertificated form) will become irrevocable and cannot be withdrawn.
The consideration for each tendered Share purchased by Canaccord Genuity pursuant to the Tender Offer will be paid in pounds sterling in accordance with the settlement procedures set out in paragraph 6 of this Part 3.
within 10 Business Days of the tender having been determined to be invalid or the Tender Offer lapsing or having been terminated.
referred to in paragraph 3.1 of this Part 3) and any defect or irregularity in the tender of any particular Shares or any particular holder thereof. Unless Canaccord Genuity determines otherwise, no tender of Shares will be deemed to be validly made until all defects or irregularities have been cured or waived. In the event of a waiver, the consideration pursuant to the Tender Offer will not be despatched (in respect of Shares held in certificated form) or made by way of CREST payment (in respect of Shares held in uncertificated form) to the relevant Shareholder until after (in the case of Shares held in certificated form) the Tender Form is complete in all respects and the share certificate(s) and/or other document(s) of title satisfactory to Canaccord Genuity have been received or (in the case of Shares in uncertificated form) the relevant TTE Instruction has settled. None of the Receiving Agent, Canaccord Genuity, the Company or any other person is or will be obliged to give notice of any defects or irregularities in any tender and none of them will incur any liability for failure to give any such notice.
Canaccord Genuity will not purchase (or enter into any commitment or contract to purchase) any Shares pursuant to the Tender Offer unless all of the Conditions have been satisfied. The purchase by Canaccord Genuity of Shares pursuant to the Tender Offer will only occur once all of the Conditions have been satisfied. The Conditions may not be waived by Canaccord Genuity or the Company. If any of the Conditions is not satisfied by 7.00 a.m. on Tuesday, 24 April 2012 (or such later time and date as the Company and Canaccord Genuity may agree), the Tender Offer will lapse.
3.2 The Board reserves the right to compel Canaccord Genuity to terminate the Tender Offer at any time prior to announcement of the results of the Tender Offer if it concludes that the implementation of the Tender Offer or the subsequent purchase by the Company of the Shares purchased by Canaccord Genuity pursuant to the Tender Offer is no longer in the best interests of the Company and Shareholders as a whole or if the purchase of Shares by Canaccord Genuity pursuant to the Tender Offer or the subsequent purchase by the Company of such Shares may have adverse fiscal or other consequences (whether by reason of any change in legislation, practice, circumstances or otherwise) for the Company or Shareholders as a whole which were previously unexpected. If the Tender Offer is terminated, the Company will make an announcement through a Regulatory Information Service that such is the case.
There are different procedures for tendering Shares depending on whether the Shares are held in certificated or uncertificated form (i.e. in CREST).
Shareholders who wish to tender Shares held in certificated form must complete and return the personalised Tender Form in accordance with the instructions in paragraph 4.2 of this Part 3 and in the Tender Form. A Shareholder who wishes to tender Shares held in certificated form but under different designations must complete and return a separate Tender Form for each designation (further copies of the Tender Form may be obtained on request from Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, or by telephone from the Shareholder Helpline referred to below). The relevant share certificate(s) and/or other documents of title should also be returned with the relevant Tender Form.
Shareholders who wish to tender Shares held in uncertificated form must send a TTE Instruction in accordance with the procedure set out in paragraph 4.3.1 of this Part 3. A Shareholder who wishes to tender Shares held in uncertificated form but under different member account IDs must send a separate TTE Instruction for Shares each member account ID.
A tender will only be valid when the procedures contained in this paragraph 4 and, where the tendered Shares are held in certificated form, in the Tender Form are complied with.
Shareholders who are in any doubt who are any as to ho as to hohow to complete the Tender Form or as w complete the as to the procedure for tendering Shares should procedure for tendering Shares should telephone the Shareholder Helpline on the Shareholder 0871 384 2805 or, if calling from outside the United Kingdom outside Kingdom, Kingdom, +44 121 4150 279 +44 279. 4 279. Lines are open are from 8.30 a.m. to 5.30 p.m. (London time) Monday to 8.30 (London time) Monday to Friday (except UK public holidays). Friday (except UK public holidays). Calls from within the UK to 0871 384 2805 within to 0871 384 28052805 are charged at 8p per minute from a B are charged at 8p per minute from a BT landline T landline (excluding VAT) and calls from outside the UK to +4 calls from +44 121 4150 279 279 will be charged at the 4 121 4150 will be applicable international rate (different charges ma international (different may apply to calls from mobile y from telephones). Calls may be recorded and randomly monitored for security and training purposes. For legal reasons, the Receiving Agent will not be able to give advice on the merits of the Tender Offer or provide provide legal, financial, investment or tax advice legal, financial, investment or tax advice legal, investment or advice and, acc and, accordingly, if accordingly, if Shareholders ordingly, Shareholders Shareholders require require such advice, they they should consult consult their stockbroker, bank manager, solicitor, account bank accountant o r other independent financial adviser authorised under FSMA immediately or, if r they are in a are jurisdiction outside the United Kingdom, another appropriately authorised independent financial adviser. Shareholders who are CREST sponsored members should consult their CREST sponsor before taking any action. sponsor before taking any action.
To participate in the Tender Offer, a Shareholder holding Shares in certificated form must complete and return the Tender Form in accordance with the instructions in this paragraph 4.2 and in the Tender Form.
Completed Tender Forms, together with the relevant share certificate(s) and/or other document(s) of title, should be either sent by post in the accompanying reply-paid envelope (for use in the UK only) or (during normal business hours only) delivered by hand to the Receiving Agent at Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and, in any event, so as to be received by not later than 3.00 p.m. on Monday, 23 April 2012. Tenders received after that time will be accepted only at the sole discretion of Canaccord Genuity (with the consent of the Company).
A reply-paid envelope for use in the UK only is enclosed with this document. Any Tender Form received in an envelope postmarked from any of the Restricted Jurisdictions or otherwise appearing to the Receiving Agent to have been sent from any of the Restricted Jurisdictions will be rejected as an invalid tender. Further provisions relating to Overseas Shareholders are contained in paragraph 7 of this Part 3.
Duly completed Tender Forms sent by any of the means set out above and received signed and complete in all respects by the prescribed time will be treated as tenders of Shares in accordance with the terms and conditions of the Tender Offer. No acknowledgement of receipt of documents will be given.
The completed Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title. If the share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with a stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed and returned in accordance with the instructions above so as to be received by the Receiving Agent at Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by not later than 3.00 p.m. on Monday, 23 April 2012 together with any share certificate(s) and/or other document(s) of title that may be available, accompanied by a letter stating that the (remaining) share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, so as to be received by not later than 3.00 p.m. on Monday, 23 April 2012.
Shareholders who have lost their share certificate(s) and/or other document(s) of title should complete a letter of indemnity, which can be obtained by writing to Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, or contacting the Shareholder Helpline, and return it with the Tender Form in accordance with the instructions above so as to be received by the Receiving Agent at Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by not later than 3.00 p.m. on Monday, 23 April 2012. A fee may be payable by the Shareholder in respect of each letter of indemnity.
Where a letter of indemnity in respect of any unavailable share certificate(s) and/or other document(s) of title and such certificate(s) and/or other document(s) are subsequently found or obtained, such certificate(s) and/or other document(s) should be sent by post or (during normal business hours only) delivered by hand to Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, immediately.
By signing and returning the Tender Form, Shareholders will be deemed to have appointed the Receiving Agent as their agent in respect of the purchase of Shares by Canaccord Genuity pursuant to the Tender Offer. Accordingly,
4.3.1 Completion of TTE Instruction
To participate in the Tender Offer, a Shareholder holding Shares in uncertificated form must take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares they wish to tender pursuant to the Tender Offer to the escrow account, specifying Equiniti Limited (in its capacity as a CREST receiving agent under its participant ID and member account ID referred to below) as the escrow agent, as soon as possible and in any event so that the transfer to escrow settles by not later than 3.00 p.m. on Monday, 23 April 2012.
A Shareholder who is a CREST sponsored member should refer to their CREST sponsor before taking any action. Their CREST sponsor will be able to confirm details of such Shareholder's participant ID and the member account ID under which their Shares are held. In addition, only such Shareholder's CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to the Shares which they wish to tender.
To tender Shares held in uncertificated form, a Shareholder must send (or, if they are a CREST sponsored member, procure that their CREST sponsor sends) a TTE Instruction to Euroclear in relation to such Shares, which must be properly authenticated in accordance with Euroclear's specifications for transfers to escrow and must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
(v) the participant ID of the escrow agent, Equiniti Limited, in its capacity as a CREST receiving agent (this is 6RA82);
(vi) the member account ID of the escrow agent (this is RA093101);
After settlement of the TTE Instruction, a Shareholder will not be able to access the Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as the Shareholder's escrow agent until completion, lapse or termination of the Tender Offer. If the Tender Offer becomes unconditional by 7.00 a.m. on Wednesday, 25 April 2012 (or such later time and date as the Company and Canaccord Genuity may agree), the Receiving Agent will transfer the Shares which are accepted for purchase by Canaccord Genuity pursuant to the Tender Offer to itself as the agent of Canaccord Genuity, returning any Shares not successfully tendered to the Shareholders concerned.
Shareholders are recommended to refer to the CREST Manual for further information on the CREST procedures outlined in this paragraph 4.3.1.
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 a TTE Instruction and its settlement (in particular, settlement cannot take place on weekends, bank holidays or other times at which the CREST system is non-operational and TTE Instructions should be input accordingly). Shareholders should therefore ensure that all necessary action is taken by them (or by their CREST sponsor) to enable a TTE Instruction relating to their Shares to settle prior to 3.00 p.m. on Monday, 23 April 2012. In this connection, Shareholders are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
An announcement through a Regulatory Information System will be made if any of the details contained in this paragraph 4.3.1 are altered.
The input and settlement of a TTE Instruction in accordance with this paragraph 4.3.1 shall constitute an offer to Canaccord Genuity to sell to it the number of Shares transferred to the escrow account referred to above.
By inputting a TTE Instruction in accordance with this paragraph 4.3.1, Shareholders will be deemed to have appointed the Receiving Agent as their agent in respect of the purchase of Shares by Canaccord Genuity pursuant to the Tender Offer. Accordingly,
Canaccord Genuity reserves the right to treat as valid only Tender Forms which are received entirely in order by 3.00 p.m. on Monday, 23 April 2012 and which are accompanied by the relevant share certificate(s) and/or other document(s) of title, or an indemnity acceptable to Canaccord Genuity in lieu thereof, in respect of the entire number of Shares tendered.
A Tender Form which is received in respect of Shares held in uncertificated form will not constitute a valid tender and will be disregarded. Shareholders holding Shares in uncertificated form who wish to tender such shares should note that a TTE Instruction will be a valid tender as at Monday, 23 April 2012 only if it has settled on or before 3.00 p.m. on that date.
Each Shareholder by whom, or on whose behalf, a Tender Form is completed and returned (including a Tender Form which is treated by Canaccord Genuity as valid) irrevocably undertakes, represents, warrants and agrees to and with Canaccord Genuity (so as to bind such Shareholder and their personal representatives, heirs, successors and assigns) that:
(a) complete and execute any and all instrument(s) of transfer and/or other document(s) and take any and all actions which, in the Attorney's absolute discretion, are necessary or expedient in relation to the Shares referred to in sub-paragraph (i) above in favour of Canaccord Genuity or such other person or persons as Canaccord Genuity may direct; and
(b) deliver such instrument(s) and/or other document(s) at the discretion of the Attorney, together with the share certificate(s) and/or other document(s) of title relating to such Shares, for registration within six months of the Tender Offer becoming unconditional and to take any and all other actions which, in the Attorney's opinion, are necessary or expedient for the purpose of, or in connection with, the Tender Offer and to vest in Canaccord Genuity, its nominee(s) or such other person(s) as Canaccord Genuity may direct such of the Shares as are successfully tendered;
A reference in this paragraph 5.1 to a "Shareholder ShareholderShareholder" includes a reference to the person or persons executing the Tender Form and, in the event of more than one person executing a Tender Form, the provisions of this paragraph 5.1 will apply to them jointly and to each of them.
Each Shareholder by whom, or on whose behalf, a TTE Instruction which is treated by Canaccord Genuity as valid, irrevocably undertakes, represents, warrants and agrees to and with Canaccord Genuity (so as to bind such Shareholder and their personal representatives, heirs, successors and assigns) that:
Canaccord Genuity or the Receiving Agent as such Shareholder's agent (the "Agent"), and an irrevocable instruction and authority to the Agent to:
Each Shareholder by whom, or on whose behalf, a Tender Form is completed and returned (including a Tender Form which is treated by Canaccord Genuity as valid) or a TTE Instruction which is treated by Canaccord Genuity as valid, irrevocably undertakes, represents, warrants and agrees to and with Canaccord Genuity (so as to bind such Shareholder and their personal representatives, heirs, successors and assigns) that:
Shares held in certificated form) or sub-paragraph 5.2(i) (in the case of Shares held in uncertificated form) is accepted (together with all rights attaching thereto) and, when the same are purchased by Canaccord Genuity, Canaccord Genuity as principal will purchase such Shares as are successfully tendered with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto, on or after Monday, 23 April 2012, including the right to receive all dividends and other distributions declared, paid or made after that date;
Where an accepted tender relates to Shares held in certificated form:
Where an accepted tender relates to Shares held in uncertificated form:
(i) the consideration due will be paid on or around Wednesday, 25 April 2012 by the Receiving Agent (on behalf of Canaccord Genuity) procuring the creation of a CREST payment obligation in favour of the tendering Shareholder's payment bank in accordance with the CREST payment arrangements.
Canaccord Genuity reserves the right, in its absolute discretion, to investigate, in relation to any acceptance, whether the representations and warranties referred to in sub-paragraph (i) above given by, or on behalf of, any Shareholder are correct and, if such investigation is undertaken and as a result Canaccord Genuity determines (for any reason) that such representations and warranties are not correct, such acceptance shall not be valid.
The information set out in this Part 4 does not constitute tax advice and is intended only as a guide to current United Kingdom law and HM Revenue & Customs ("HMRC") published practice (which are ) published practice (which are both subject to change at any time, possibly with r retrospective effect). Such information relates onl ospective effect). Such only to certain limited aspects of the United Kingdom taxation treatment of Shareholders who are resident or, if individuals, ordinarily resident in the UK for UK tax purposes, who are the beneficial the UK for UK tax purposes, who are the beneficial owners of their Shares and who hold their Shares as investments (and not as assets to be realised in the course of a trade, profession or vocation). They may not relate to certain Shareholders (such as dealers in securities). securities). curities). Shareholders in any doubt as to their taxation po Shareholders in any doubt as to their taxation position should consult an tion should consult an appropriate professional adviser without delay.
A Shareholder who sells Shares to Canaccord Genuity pursuant to the Tender Offer should be treated, for the purposes of UK taxation, as though the Shareholder has sold them in the normal way through the market to a third party. Accordingly, and subject to paragraph 2 of this Part 4, such a sale by a Shareholder who is resident or ordinarily resident in the UK for tax purposes may, depending on that Shareholder's personal circumstances and the availability of any exemptions, reliefs and allowable losses, may give rise to a chargeable gain (or allowable loss) for the purposes of UK taxation of chargeable gains.
Shareholders who are not resident or ordinarily resident in the UK for tax purposes will not normally be liable to UK taxation on chargeable gains arising from the sale of their Shares unless those Shares are held through a UK permanent establishment, although they may be subject to foreign taxation depending on their personal circumstances.
Individual Shareholders who are temporarily neither resident nor ordinarily resident in the UK for tax purposes may be liable to capital gains tax under tax anti-avoidance legislation.
Chapter 1 of Part 13 of the Income Tax Act 2007 (in respect of individual Shareholders) and Part 15 of the Corporation Tax Act 2012 (in respect of corporate Shareholders) (together, the "tax advantage tax provisions" provisions") permit HMRC to counteract tax advantages arising from certain transactions in securities. The tax advantage provisions do not apply where the relevant Shareholder can show that the transaction was entered into for genuine commercial reasons and did not involve, as one of its main objects, the obtaining of a tax advantage.
If HMRC sought to apply the tax advantage provisions in respect of the Tender Offer, then some individual UK resident (or ordinarily resident) Shareholders and trustees selling their Shares pursuant to the Tender Offer might be liable to taxation as if they had received income, rather than capital.
No application has been made to HMRC for clearance that the tax advantage provisions shall not apply to any sale of Shares pursuant to the Tender Offer. Shareholders are, however, advised to Shareholders are, however, advised to take independent professional advice as to the potential application of the tax advantage provisions in the light of their own particular motives and circumstances. rcumstances.
The sale of Shares pursuant to the Tender Offer will not give rise to any liability to stamp duty or SDRT for selling Shareholders.
Stamp duty or SDRT at the rate of 0.5 per cent. of the aggregate Tender Price of the Shares purchased by the Company pursuant to the Purchase Agreement (rounded up to the nearest £5 in the case of stamp duty only) will be payable by the Company on its purchase of such Shares from Canaccord Genuity.
Under Rule 9 of the Takeover Code ("Rule 9"), any person or group of persons deemed to be acting in concert who acquires 30 per cent. or more of the voting shares of a company to which the Takeover Code applies is normally required by the Panel to make a general offer to shareholders of that company to acquire their shares. Rule 9 also provides that any person or group of persons deemed to be acting in concert who own between 30 per cent. and 50 per cent. of the voting shares of a company to which the Takeover Code applies will be unable, without the Panel's consent, to acquire, either individually or together, any further voting rights in the company without being required to make a general offer to shareholders of that company to acquire their shares.
Under Rule 37.1 of the Takeover Code, when a company purchases its own voting shares, a resulting increase in the percentage of voting rights carried by shareholdings of its directors and persons acting in concert with them is treated as an acquisition for the purpose of Rule 9. A shareholder not acting in concert with the directors of that company will not normally incur an obligation to make a general offer under Rule 9, if, as a result of the purchase of its own shares by that company, that shareholder comes to exceed the percentage limits set out in Rule 9. However, this exception will not apply when a shareholder not acting in concert with the company's directors has purchased shares at a time when that shareholder had reason to believe that such a purchase of its own shares by the company would take place.
A Shareholder not acting in concert with the Directors may, therefore, incur an obligation under Rule 9 to make a general offer to Shareholders to acquire their Shares if, as a result of the purchase by the Company of its own Shares from other Shareholders, that Shareholder comes to hold or acquire 30 per cent. or more of the Shares following the Tender Offer and that Shareholder has purchased Shares on or after 16 February 2012, being the date when that Shareholder had reason to believe that the Company would purchase its own Shares pursuant to the Tender Offer.
By a purchase agreement between the Company and Canaccord Genuity dated 29 March 2012, the Company has agreed to purchase from Canaccord Genuity, as an on-market purchase and at an amount per Share equal to the Tender Price, all of the Shares purchased by Canaccord Genuity pursuant to the Tender Offer, such purchase and sale to be completed immediately following the purchase of those Shares by Canaccord Genuity.
Under the Purchase Agreement, which is conditional on the Tender Offer becoming unconditional in all respects and not lapsing or terminating in accordance with its terms, the Company shall pay an amount equal to the Tender Price multiplied by the number of Shares successfully tendered to a non-interest bearing account with the Receiving Agent in the name of the Company as soon as practicable after the Tender Offer has closed so as to be received in cleared funds by not later than 2.00 p.m. on Tuesday, 24 April 2012 (or such later date as may be agreed in writing by Canaccord Genuity and the Company).
The Purchase Agreement contains representations and warranties from the Company in favour of Canaccord Genuity and incorporates an indemnity in favour of Canaccord Genuity in respect of any liability which it may suffer in relation to its performance pursuant to the Tender Offer.
The Purchase Agreement also contains certain representations, warranties and undertakings from Canaccord Genuity in favour of the Company concerning its authority to enter into the agreement and to make the purchase of Shares pursuant to the Tender Offer.
3.1 Apart from the responsibilities and liabilities, if any, which may be imposed on Canaccord Genuity by FSMA or the regulatory regime established under FSMA, Canaccord Genuity accepts no responsibility whatsoever for the contents of this document or for any other statement made or purported to be made by it or on its behalf in connection with the Company or the Tender Offer. Canaccord Genuity accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to earlier in this paragraph) which it might otherwise have in respect of this document or any such statement. Canaccord Genuity has given and not withdrawn its written consent to the issue of this document with the inclusion of its letter and with the references to its name in the form and context in which they are included.
3.2 Assuming the Tender Offer is subscribed in full, the costs in connection with the Tender Offer are estimated to be approximately £212,000 (inclusive of stamp duty and VAT) and will be payable by the Company.
Copies of the following documents will be available for inspection at the offices of Dunedin Capital Partners Limited, Dukes Court, 32 Dukes Street, St James's, London, SW1Y 6DF, during normal business hours on weekdays (Saturdays, Sundays and public holidays excepted) from the date of this document until the completion, lapse or termination of the Tender Offer:
The following definitions apply throughout this document unless the context otherwise requires:
| "Alliance Trust Trust Alliance Trust Savings Savings Product Investors" Product Investors" |
investors in Shares through the Alliance Trust Product Range |
|---|---|
| "Alliance Trust Trust Alliance Savings Savings Product Range" Product Range" |
in order to facilitate investment in the Company, the arrangements put in place for the Company to be part of Alliance Trust Savings Limited's product range, which includes an Investment Dealing Account, Stocks & Shares ISA and SIPP |
| "ARAN message message ARAN message" |
a registrar's adjustment message (as defined in the CREST Manual) |
| "Basic Entitlement Basic Entitlement" Entitlement |
in the case of each Shareholder (other than Restricted Shareholders), the entitlement to tender in the Tender Offer up to 10 per cent. of the Shares registered in the Register in such person's name at the Record Date rounded down to the nearest whole number of Shares |
| "Board" | the board of Directors, including any duly constituted committee thereof |
| "Business BusinessDay" | any day other than a Saturday, Sunday or public holiday in England and Wales on which clearing banks in London are open for general banking business |
| "Canaccord "Canaccord CanaccordGenuity Genuity Genuity" |
Canaccord Genuity Limited |
| "certificated certificated"or "in certificated certificatedform" |
not in uncertificated form |
| "Company Company" | Dunedin Enterprise Investment Trust PLC |
| "CREST" | the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as operator pursuant to the CREST Regulations |
| "CRESTManual" | the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
| "CRESTmember" | a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations) |
| "CRESTparticipant participant" participant |
a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations) |
| "CRESTRegulations Regulations" Regulations |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) |
| "CRESTsponsor sponsorsponsor" | a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations) |
| "CRESTsponsored sponsored sponsored member" member" |
a CREST member admitted to CREST as a sponsored member |
| "Directors "Directors Directors" | the directors of the Company, whose names appear on page 3 of this document |
| "Euroclear "Euroclear Euroclear" |
Euroclear UK & Ireland Limited, the operator of CREST |
| "Form of Direction Form Direction" of Direction |
the form of direction issued by Alliance Trust Savings Limited for use by Alliance Trust Savings Product Investors in connection with the General Meeting |
| "Form of Proxy of Proxy Form Proxy" |
the form of proxy issued by the Company for use by Shareholders in connection with the General Meeting |
| "FSA" | Financial Services Authority |
| "FSMA" | the Financial Services and Markets Act 2000 |
|---|---|
| "General Meeting Meeting General Meeting" |
the general meeting of the Company convened for 12.30 p.m. on Monday, 23 April 2012 (or any adjournment of that meeting), notice of which is set out in Part 7 of this document |
| "London Stock Exchange "London Stock London Exchange" |
London Stock Exchange plc |
| "member account ID member ID" account ID |
the identification code or number attached to any member account in CREST |
| "NAV" | in relation to the Company, the net asset value of the Company as calculated by the Company in accordance with the Company's normal accounting policies or, in relation to a Share, the net asset value of the Company as so calculated divided by the number of Shares in issue on the relevant date of calculation (excluding any Shares held in treasury) |
| "Purchase "Purchase Purchase Agreement Agreement" Agreement |
the agreement dated 29 March 2012 between the Company and Canaccord Genuity whereby the Company has agreed to purchase from Canaccord Genuity, as an on-market purchase and at an amount per Share equal to the Tender Price, all of the Shares purchased by Canaccord Genuity pursuant to the Tender Offer as summarised in paragraph 2 of Part 5 of this document |
| "Overseas Overseas Shareholders Shareholders" Shareholders |
a Shareholder who is resident in, or a citizen of, a jurisdiction outside the United Kingdom |
| "Panel" | the Panel on Takeovers and Mergers |
| "participant ID ID participant ID" |
the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant |
| "Receiving Agent "Receiving Agent Receiving Agent" |
Equiniti Limited |
| "Record Date Date Record Date" |
the record date for the Tender Offer, being the close of business on Monday, 23 April 2012 |
| "Register" | the register of Shareholders |
| "Regulatory Information Information Service" Service" |
a regulatory information service approved by the FSA and on the list of regulatory information services maintained by the FSA |
| "Restricted Jurisdiction" Jurisdiction" |
any of the following jurisdictions: Australia; Canada; Japan; New Zealand; the Republic of South Africa; or the United States |
| "Restricted Shareholder Restricted Shareholder" |
a Shareholder who is a resident in, or a citizen or national of, a Restricted Jurisdiction or any other jurisdiction where the mailing of this document or the Tender Form in, into or from such jurisdiction would constitute a violation of the laws of such jurisdiction |
| "Shareholders Shareholders" |
holders of Shares |
| "Shares "Shares" | ordinary shares of 25p each in the capital of the Company |
| "Takeover Code "Takeover Code Takeover Code" |
The City Code on Takeovers and Mergers |
| "Tender Form Tender Form" |
the tender form issued by the Company for use by Shareholders in connection with the Tender Offer |
| "Tender Offer Tender Offer" |
the invitation by Canaccord Genuity to Shareholders (other than Restricted Shareholders) to tender, in aggregate, up to 3,012,238 Shares, representing 10 per cent. of the Shares in issue at the date of this document, for purchase on the terms and subject to the conditions set out in this document and, where applicable, the Tender Form |
| "Tender Offe Offe Tender Offer Resolution r Resolution r Resolution" |
the special resolution to be proposed at the General Meeting in relation to the Tender Offer |
| "Tender Price Price Tender Price" |
475p per Share |
| "TFE Instruction TFE Instruction" Instruction |
a transfer from escrow instruction (as defined by the CREST Manual) |
| "TTE Instruction TTE Instruction" |
a transfer to escrow instruction (as defined by the CREST Manual) |
|---|---|
| "uncertificated form form uncertificated form"or "in uncertificated form "in uncertificated form in form" |
recorded in the Register as being held in uncertificated form in CREST and title to which may be transferred by means of CREST |
| "United Kingdom" or "UK" Kingdom" "UK" |
the United Kingdom of Great Britain and Northern Ireland |
| "United States States United States"or "US" |
the United States of America, its jurisdictions and possession, any state of the United States and the District of Columbia |
"Voting Share Capital Share CapitalVoting Share Capital" the issued share capital of the Company
(Incorporated in Scotland under the Companies Acts 1948 to 1967 with registered number SC052844) (An investment company under section 833 of the Companies Act 2006)
Notice is hereby given that a general meeting of Dunedin Enterprise Investment Trust PLC will be held at 12.30 p.m. on Monday, 23 April 2012 at the offices of Dunedin Capital Partners Limited at Dukes Court, 32 Duke Street, St James's, London SW1Y 6DF, for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution:
Registered Office Saltire Court 20 Castle Terrace Edinburgh EH1 2EN
By order of the Board Dunedin Capital Partners Limited Company Secretary
30 March 2012
Information regarding the General Meeting, including the information required by section 311A of the Companies Act 2006, is available from www.dunedinenterprise.com.
Only members registered in the Company's register of members at 6.00 p.m. on Thursday, 19 April 2012 (or, if the General Meeting is adjourned, at 6.00 p.m. on the day two business days prior to the adjourned meeting) shall be entitled to attend and vote at the General Meeting in respect of the number of Shares registered in their name at that time. Changes to entries on the register of members after 6.00 p.m. on Thursday, 19 April 2012 (or, if the General Meeting is adjourned, at 6.00 p.m. on the day two business days prior to the adjourned meeting) shall be disregarded in determining the rights of any person to attend, speak and vote at the General Meeting.
A Shareholder who wishes to attend the General Meeting in person should arrive at the venue for the General Meeting in good time to allow their attendance to be registered. As they may be asked to provide evidence of their identity prior to being admitted to the General Meeting, it is advisable for Shareholders to have some form of identification with them.
The notes on the Form of Proxy explain how to direct a proxy how to vote, or abstain from voting, on the Tender Offer Resolution. To appoint a proxy using the Form of Proxy, the Form of Proxy must be completed and signed and sent or delivered to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received by the Registrar by not later than 12.30 p.m. on Thursday, 19 April 2012. In the case of a Shareholder which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.
are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
6.4 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
A member of the Company which is a corporation many authorise a person or persons to act as its representative(s) at the General Meeting. In accordance with the provisions of the Companies Act 2006 (as amended by the Companies (Shareholders' Rights) Regulations 2009), each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same Shares. It is therefore no longer necessary to nominate a designated corporate representative.
A person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated NominatedPerson"):
A Nominated Person's main point of contact in terms of their investment in the Company remains the Relevant Member (or, perhaps, their custodian or broker) and they should continue to contact them (and not the Company) regarding any changes or queries relating to their personal details and their interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from the Nominated Person.
Under section 319A of the Companies Act 2006, the Company must cause to be answered any question relating to the business being dealt with at the General Meeting put by a member attending the General Meeting unless (i) answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information, (ii) the answer has already been given on the Company's website in the form of an answer to a question or (iii) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
At the date of this document, the Company's issued share capital comprised 30,122,380 Shares, none of which were held in treasury. Each Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company at the date of this document was 30,122,380.
Any person holding 3 per cent. or more of the total voting rights of the Company who appoints a person other than the chairman of the General Meeting as their proxy will need to ensure that both they and their proxy complies with their respective disclosure obligations under the FSA's Disclosure and Transparency Rules.
Any electronic address provided either in this notice of General Meeting or any related documents (including the Form of Proxy) to communicate with the Company may not be used for any purposes other than those expressly stated.
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