TIDMINV
RNS Number : 4386G
Investment Company PLC
19 July 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN THE INVESTMENT COMPANY PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE
INVESTMENT COMPANY PLC.
The information contained within this announcement is considered
by The Investment Company plc to constitute inside information
pursuant to Article 7 of EU Regulation No. 596/2014 as it forms
part of domestic law by virtue of the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement via a
Regulatory Information Service, this inside information will be
considered to be in the public domain.
19 July 2023
The Investment Company plc
(the "Company")
LEI: 2138004PBWN5WM2XST62
NAV Update
and
Calculation of the Tender Price and Issue Price
Further to its announcement on 18 July 2023, the Company
confirms that the Net Asset Value ("NAV") per Ordinary Share
(including unaudited revenue but excluding any accrued Transaction
Costs) at the Calculation Date, being 6.00 p.m. on 18 July 2023,
was 348.38 pence per Ordinary Share. Accordingly, the Tender Price
and Issue Price, which have been calculated using the methodology
set out in Part 6 of the Prospectus published by the Company on 9
June 2023, are as follows:
TER PRICE: ISSUE PRICE:
337.76 PENCE 348.38 PENCE
The Tender Price represents a 3.0 per cent. discount to the
Company's NAV per Ordinary Share at close of business on 18 July
2023, reflecting the proportion of the Transaction Costs which will
be borne by Existing Shareholders, and is equal to the estimated
Post-Transaction NAV per Ordinary Share.
The Issue Price represents a 3.1 per cent. premium to the Tender
Price and the estimated Post-Transaction NAV per Ordinary Share
reflecting the proportion of the estimated Transaction Costs borne
by Incoming Shareholders.
Directors' Participation in the Issue
The following Directors, and the Proposed Director, have
subscribed for New Ordinary Shares pursuant to the Issue (the
"Directors' Participation") as outlined below:
Existing Number of Resulting Percentage
number of New Ordinary number of of issued
Ordinary Shares subscribed Ordinary share capital
Shares held for pursuant Shares held held on Admission
to the Issue
Ian Dighé 30,820 7,176 37,996 2.07%
------------- ------------------- ------------- -------------------
Martin Perrin* 21,695 10,046 31,741 1.73%
------------- ------------------- ------------- -------------------
David Horner - 28,704 28,704 1.57%
------------- ------------------- ------------- -------------------
*Together with his persons closely
associated
Smaller Related Party Transaction
By virtue of Ian Digh é and Martin Perrin's positions as current
directors of the Company, the Directors' Participation is
considered to be a related party transaction for the purposes of
Listing Rules. In addition, David Horner is considered to be an
associate of the Proposed Manager as a result of his holding of
over 30% of the shares in the Proposed Manager. The Transaction
constitutes a smaller related party transaction and falls within
Listing Rule 11.1.10R and this announcement is therefore made in
accordance with Listing Rule 11.1.10R(2)(c). Accordingly, the
Company has received written confirmation from the Sponsor that the
terms of the Transaction are fair and reasonable as far as
Shareholders of the Company are concerned.
Board Changes
Conditional on, and with effect from, Completion of the Tender
Offer, which is expected to be on 26 July 2023, Michael Weeks has
resigned from the Board and David Horner has been appointed as a
non-independent non-executive Director of the Company. Further
details concerning David's appointment are contained within Part 10
of the Prospectus.
Cancellation of the Share Premium Account and Capital Redemption
Reserve
The Board further announces that the Court confirmed the
cancellation of the Company's share premium account and capital
redemption reserve on 18 July 2023, which was approved by
Shareholders at the General Meeting on 26 June 2023, creating
further distributable reserves to fund the Tender Offer.
Total Voting Rights
As announced on 18 July 2023, 3,980,664 Ordinary Shares were
validly tendered pursuant to the Tender Offer, constituting 83.4
per cent. of the existing issued share capital. All validly
tendered Ordinary Shares will be accepted in full with 3,747,673
Ordinary Shares repurchased by the Company and 232,991 Ordinary
Shares sold to Incoming Shareholders pursuant to the Matched
Bargain Facility.
In addition, the Company will issue 812,829 new Ordinary Shares
("New Ordinary Shares") in connection with the Offer for
Subscription and Intermediaries Offer. Applications have been made
for the New Ordinary Shares to be admitted to the premium listing
segment of the Official List and to trading on the London Stock
Exchange's main market for listed securities ("Admission"). It is
expected that Admission will become effective and that dealings
will commence on or around 8.00 a.m. on 26 July 2023.
Following Completion of the Tender Offer and Admission, the
total number of voting rights of the Company will be 1,837,205 and
this figure may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules
with effect from Completion of the Tender Offer.
Any capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the Prospectus published
by the Company in connection with the Issue.
Expected Timetable
2023
Repurchase of Ordinary Shares pursuant 26 July
to the Tender Offer and issue of Ordinary
Shares pursuant to the Issue
Admission and dealings in new Ordinary 8.00 a.m. on 26 July
Shares commence
CREST accounts credited with uncertificated 26 July
Ordinary Shares in respect of the Issue
Where applicable, definitive Ordinary 31 July
Share certificates in respect of the Ordinary
Shares issued pursuant to the Issue despatched
by post in the week commencing*
* Underlying Applicants who apply to Intermediaries for Ordinary
Shares under the Intermediaries Offer will not receive Ordinary
Share certificates.
The dates and times specified in the timetable above are subject
to change without further notice. All references to times in this
announcement are to London time unless otherwise stated. Any
changes to the expected Issue timetable will be notified by the
Company through a Regulatory Information Service.
Enquiries
The Investment Company
Ian Dighé, Chairman +44 (0) 20 3934 6630
info@theinvestmentcompanyplc.co.uk
Singer Capital Markets - Corporate
Broker +44 (0)20 7496 3000
James Moat / Alex Bond / James
Fischer
ISCA Administration Services
Limited
Company Secretary +44 (0) 1392 487056
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer
or invitation, or a solicitation of any offer or invitation, to
purchase any Ordinary Shares or other securities.
The full terms and conditions of the Tender Offer are set out in
the Circular and the Issue are set out in the Prospectus.
Each of Singer Capital Markets Advisory LLP (the "Sponsor") and
Singer Capital Markets Securities Limited ("SCM Securities") is
authorised and regulated in the United Kingdom by the FCA.
References in this document to "Singer Capital Markets" are
references to either the Sponsor or SCM Securities or both of them,
as appropriate. Singer Capital Markets is acting exclusively for
the Company and for no-one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to the clients of Singer Capital Markets, nor for
providing advice in relation to any of the matters referred to in
this announcement.
None of the Company, the Proposed Manager, Singer Capital
Markets, or any of their respective affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. The Company, the Proposed Manager, Singer Capital
Markets, and their respective affiliates, accordingly disclaim all
and any liability whether arising in tort, contract or otherwise
which they might otherwise have in respect of this announcement or
its contents or otherwise arising in connection therewith.
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