Prospectus • Dec 1, 2023
Prospectus
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This document comprises a supplementary prospectus relating to Capital Gearing Trust P.L.C. (the "Company"). This document has been approved by the Financial Conduct Authority (the "FCA"), as competent authority under the UK Prospectus Regulation (being Regulation (EU 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). The FCA only approves this document 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 Ordinary Shares. This document will be made available to the public in accordance with the UK Prospectus Regulation Rules by being made available at www.capitalgearingtrust.com. (capitalgearingtrust.com/document/half-year-financial-report-2023/)
This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus published by the Company on 16 December 2022 relating to the issue of New Shares (the "Prospectus") and the supplementary prospectus published by the Company on 11 July 2023 (the "2023 Supplementary Prospectus"). Except as expressly stated herein, or unless the context otherwise requires, the definitions used or referred to in the Prospectus also apply in this Supplementary Prospectus.
The Directors and the Company each accept responsibility for the information contained in this Supplementary Prospectus and the Prospectus. The Directors and the Company believe that the information contained in this Supplementary Prospectus and the Prospectus is, to the best of the knowledge of the Directors and the Company, in accordance with the facts and this Supplementary Prospectus and the Prospectus do not omit anything likely to affect the import of such information.
(Incorporated in Northern Ireland with registered no. NI005574) (Registered as an investment company under section 833 of the Companies Act 2006)
This Supplementary Prospectus and the Prospectus do not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Supplementary Prospectus and the Prospectus and the offering of New Shares in certain jurisdictions may be restricted and accordingly persons into whose possession this Supplementary Prospectus and/or the Prospectus come are required to inform themselves about and to observe such restrictions. The New Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any of the relevant securities laws of Canada, Australia or Japan. Accordingly, the New Shares may not (unless an exemption from such Act or such laws is available) be offered, sold or delivered, directly or indirectly, in or into the USA, Canada, Australia or Japan. The Company will not be registered under the United States Investment Company Act of 1940 (as amended) and investors will not be entitled to the benefits of such Act.
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is the sponsor to the Company. Dickson Minto W.S. is not acting for any other person in connection with the Issues. Apart from the responsibilities and liabilities, if any, which may be imposed on Dickson Minto W.S. by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Dickson Minto W.S. will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dickson Minto W.S. and is not advising any other person in relation to any transaction contemplated in or by this Supplementary Prospectus and/or the Prospectus.
Potential investors should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser before investing in the Company. Potential investors should also consider the risk factors relating to the Company set out in the Prospectus.
This Supplementary Prospectus is being published in relation to the Issues. This Supplementary Prospectus is a regulatory requirement under the Prospectus Regulation Rules following the publication of the Company's half-year financial report for the six months ended 30 September 2023 (the "Half-Year Financial Report"). This Supplementary Prospectus has been approved for publication by the FCA.
On 13 November 2023, the Company announced that it had published its Half-Year Financial Report. By virtue of this document, the Half-Year Financial Report is incorporated into, and forms part of, the Prospectus. The non-incorporated parts of the Half-Year Financial Report are either not relevant to investors or covered elsewhere in the Prospectus.
As a result of the publication of the Half-Year Financial Report, the summary document which forms part of the Prospectus is hereby supplemented as follows:
Selected unaudited financial information relating to the Company which summarises the financial condition of the Company as at the six months ended 30 September 2023 is set out in the following table.
| Six months ended 30 | |
|---|---|
| September 2023 | |
| Net asset value | |
| Number of Ordinary Shares in issue | 24,039,834 |
| Net assets (£'000) | 1,123,848 |
| Net asset value per Ordinary Share (p) | 4,674.9 |
| Ordinary Share price (p) | 4,585.0 |
| Income | |
| Total investment income before operating expenses (£'000) | 13,787 |
| Net return attributable to equity shareholders (£'000) | 9,243 |
| Performance fee (accrued/paid) (£'000) | n/a |
| Investment Manager's fee charged to revenue (accrued/paid) (£'000) | 2,188 |
| Any other material fees (accrued/paid) to service providers (£'000) | 538 |
| Revenue return per Ordinary Share (p) | 36.47 |
| Dividend per Ordinary Share (p) | — |
Shareholders' funds (£'000) 1,123,848
Unaudited historical financial information relating to the Company on the matters referred to below is included in the Half-Year Financial Report as set out in the table below and is expressly incorporated by reference into this document. The non-incorporated parts of the Half-Year Financial Report are either not relevant to investors or covered elsewhere in the Prospectus.
Half-Year Financial Report for the six months ended 30 September 2023 Page No.
| Financial Summary | 2 |
|---|---|
| Chairman's Statement | 3 |
| Investment Manager's Report | 4-5 |
| Portfolio Investments | 6-7 |
| Interim Management Report | 9 |
| Statement of Directors' Responsibilities | 9 |
| Income Statement | 10-11 |
| Statement of Changes in Equity | 12 |
| Statement of Financial Position | 13 |
| Cash Flow Statement | 14 |
| Notes to the Financial Statements | 15-17 |
The information in this paragraph is information regarding the Company which has been prepared by the Company and has been extracted directly from the historical financial information referred to in the paragraph above entitled "Historical financial information". Selected historical financial information relating to the Company which summarises the financial condition of the Company as at and for the six months ended 30 September 2023 is set out in the following table:
| Six months ended | ||
|---|---|---|
| 30 September | ||
| 2023 | ||
| Net asset value | ||
| Number of Ordinary Shares in issue | 24,039,834 | 20,891,975 |
| Net assets (£'000) | 1,123,848 | 1,049,835 |
| Net asset value per Ordinary Share (p) | 4,674.9 | |
| Ordinary Share price (p) | 4,585.0 | |
| Income | ||
| Total investment income before operating expenses (£'000) | 13,787 | |
| Net return attributable to equity shareholders (£'000) | 9,243 | |
| Performance fee (accrued/paid) (£'000) | n/a | |
| Investment Manager's fee charged to revenue (accrued/paid) (£'000) | 2,188 | |
| Any other material fees (accrued/paid) to service providers (£'000) | 538 | |
| Revenue return per Ordinary Share (p) | 36.47 | |
| Dividend per Ordinary Share (p) | — | |
Shareholders' funds (£'000) 1,123,848
A description of changes in the performance of the Company, both capital and revenue, and changes to the Company's portfolio of investments is set out in the sections headed "Chairman's Statement", "Investment Manager's Report", "Portfolio Analysis" and "Portfolio Investments" in the Half-Year Financial Report as follows:
Nature of Information Half-Year Financial Report for the six months ended 30 September 2023 Page No. Chairman's Statement 3 Investment Manager's Report 4-5 Portfolio Investments 6-7
Since 30 September 2023 (being the end of the last financial period of the Company for which financial information has been published), there has been no significant change in the financial position of the Company except that, as announced on 31 October 2023, the Company has placed temporary limits on buy backs under its discount and premium control policy while it awaits approval from the Northern Irish Courts to cancel the Company's share premium account and create additional distributable reserves. As at 30 September 2023, the Company's distributable reserves stood at £47.7 million. Between 30 September and 27 November 2023, being the latest practicable date prior to the date of this document, the Company has bought back 570,197 shares for an aggregate consideration of £25.8 million and therefore limited reserves remain available. Shareholder should be assured that the Board remains fully committed to the discount and premium control policy and these temporary modifications will be reversed as soon as the Northern Irish Court process is concluded and the Company's distributable reserves have been increased.
Copies of the Half-Year Financial Report are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Dickson Minto W.S., Level 4, Dashwood House, 69 Old Broad Street, London EC2M 1QS and at the registered office of the Company, Carson McDowell LLP, Murray House, Murray Street, Belfast BT1 6DN until 15 December 2023. Copies of the Half-Year Financial Report are also available on the Company's website www.capitalgearingtrust.com.
This Supplementary Prospectus is available for inspection athttp://www.morningstar.co.uk/uk/NSM and, until 15 December 2023, copies are available for collection, free of charge, from the offices of Dickson Minto W.S., Level 4, Dashwood House, 69 Old Broad Street, London EC2M 1QS and at the registered office of the Company, Carson McDowell LLP, Murray House, Murray Street, Belfast BT1 6DN. This document is also available on the Company's website www.capitalgearingtrust.com.
To the extent that there is any inconsistency between any statement in or incorporated by reference in this document and any other statement in or incorporated by reference in the Prospectus and/or the 2023 Supplementary Prospectus, the statements in or incorporated by reference in this document will prevail.
Save as disclosed in this Supplementary Prospectus, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus and/or the 2023 Supplementary Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.
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