TIDMDNE
RNS Number : 3698P
Dunedin Enterprise Inv Trust PLC
18 October 2021
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, [AUSTRALIA],
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA AND THE
UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO
MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL
REQUIREMENT OF SUCH JURISDICTION
18 October 2021
Dunedin Enterprise Investment Trust plc
Legal Entity Identifier: 213800E2VLUZ5AF9Z434
As noted in the interim results of Dunedin Enterprise Investment
Trust plc (the "Company") published on 16 September 2021, to allow
the Investment Manager to conduct a managed wind-down of the
Company and in accordance with the Company's investment policy and
distribution policy, the Board is proposing to return up to GBP26
million to Shareholders pursuant to a tender offer (the "Tender
Offer").
The Company has today published a circular providing
shareholders with full details of the Tender Offer. A copy of the
Circular will be submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Circular will also be available on the Company's website
(https://www.dunedinenterprise.com/).
Details of the Tender Offer
The Tender Offer will enable those Shareholders (other than
Restricted Shareholders and certain Overseas Shareholders) who wish
to sell some or all of their Shares to elect to do so, subject to
the overall limits of the Tender Offer. Shareholders who
successfully tender Shares will receive the Tender Price per Share,
being a 1.2 per cent. discount to the NAV per Share as at 30
September 2021.
Under the terms of the Tender Offer, which is being made by
Singer Capital Markets Securities Limited ("Singer Capital
Markets"), Shareholders (other than Restricted Shareholders and
certain Overseas Shareholders) will be entitled to tender up to
their Basic Entitlement, rounded down to the nearest whole Share.
Shareholders may also tender additional Shares, but any such excess
tenders above the Basic Entitlement will only be satisfied, on a
pro rata basis, to the extent that other Shareholders tender less
than their aggregate Basic Entitlement.
The Tender Price and the Basic Entitlement will be announced on
1 November 2021, alongside the Company's NAV per Share as at 30
September 2021. The maximum number of Shares that will be purchased
under the Tender Offer will be calculated by dividing GBP26 million
by the Tender Price. The Basic Entitlement will equal the
percentage of the issued Share capital represented by the aggregate
number of Shares that will be purchased under the Tender Offer.
Subject to the satisfaction of the conditions relating to the
Tender Offer, Singer Capital Markets will purchase, as principal,
Shares validly tendered under the Tender Offer at the Tender Price.
Following completion of those purchases, it will then sell all the
relevant Shares back to the Company pursuant to the Repurchase
Agreement at the Tender Price by way of an on-market transaction on
the main market of the London Stock Exchange. The Shares which the
Company acquires from Singer Capital Markets will be cancelled. The
repurchase of Shares by the Company under the Repurchase Agreement
will be funded from the Company's realised capital reserves.
The Tender Offer is subject to the terms and conditions set out
in the Circular. The Tender Offer may also be terminated in certain
circumstances as set out in the Circular. Shareholders should note
that, once tendered, Shares may not be sold, transferred, charged
or otherwise disposed of other than in accordance with the Tender
Offer.
Existing Share buy back authority
The Company's authority to repurchase its own Shares, which was
granted at the last annual general meeting of the Company held on
12 May 2021, in respect of up to 14.99 per cent. of the Company's
issued share capital as at the date of that meeting, will remain in
force and be unaffected by the Tender Offer.
Estimated expenses
The fixed costs relating to the Tender Offer are expected to be
approximately GBP171,000 including VAT. The foregoing figure does
not include stamp duty, assuming the Tender Offer is taken up in
full the Company estimates that the costs of stamp duty will be
approximately GBP130,176. All costs in relation to the Tender Offer
will be borne by the Company. It is expected that, on the basis
that the Tender Offer is taken up in full, the costs of the Tender
Offer should not result in a dilution to the NAV per Share.
Overseas Shareholders and Restricted Shareholders
The making of the Tender Offer to persons outside the United
Kingdom may be prohibited or affected by the laws of the relevant
overseas jurisdictions. Shareholders with registered or mailing
addresses outside the United Kingdom who are citizens or nationals
of, or resident in, a jurisdiction other than the United Kingdom
should read the relevant sections of the circular carefully.
The Tender Offer is not being made to Shareholders who are
resident in, or citizens of, Restricted Jurisdictions. Restricted
Shareholders are being excluded from the Tender Offer in order to
avoid offending applicable local laws relating to the
implementation of the Tender Offer. Accordingly, copies of the
Tender Form are not being and must not be mailed or otherwise
distributed in or into Restricted Jurisdictions.
It is the responsibility of all Overseas Shareholders to satisfy
themselves as to the observance of any legal requirements in their
jurisdiction, including, without limitation, any relevant
requirements in relation to the ability of such holders to
participate in the Tender Offer.
Future realisations
In line with the Company's investment policy, Dunedin LLP (the
"Investment Manager") will continue to conduct an orderly
realisation of the Company's assets in a manner that seeks to
achieve a balance between maximising the value of the Company's
investments and progressively returning cash to Shareholders. The
quantum and timing of any return of capital to Shareholders
following receipt by the Company of the net proceeds of
realisations of investments will be dependent on the Company's
liabilities, its uncalled fund commitments and general working
capital requirements. In particular, the net cash proceeds from
realisations of investments, after settlement of and provision for
liabilities of the Company, will normally be applied towards the
repayment of any outstanding bank borrowings prior to returning
capital to Shareholders.
CitySprint
As detailed in the interim results announcement made by the
Company on 16 September 2021, an agreement was also entered into
following the half year for the realisation of CitySprint, the same
day courier. This transaction is subject to regulatory approval and
is expected to complete in the second half of 2021. The investment
in CitySprint has been valued at the expected proceeds of GBP1.5m.
The investment in CitySprint has generated a return of 2.1 times
cost.
GPS
On 13 October 2021, the Company announced that Dunedin Buyout
Fund III LP entered into a legally binding agreement for the
partial realisation of its investment in Global Processing Services
("GPS"), a market leader in payment processing technology. The
investment in GPS was valued at GBP16.1 million on 30 June 2021.
Proceeds from the partial sale will amount to GBP18.2 million,
consisting of capital of GBP16 million and income of GBP2.2
million. In addition, GBP5.9 million will be rolled into a GPS
newco resulting in a total consideration of GBP24.1 million. This
represents an uplift of GBP8 million on the 30 June 2021 valuation,
equivalent to 44.1 pence per share. The transaction is subject to
regulatory approval and is expected to complete by the end of 2021.
The effect of the transaction will be reflected in the net asset
value as at 30 September 2021, which is due to be published on 1
November 2021.
Dividend
On 6 October 2021, the Company announced an interim dividend for
the year ended 31 December 2021 of 16 pence per share which is to
be paid on 18 November 2021. This follows receipt of loan interest
on completion of the realisation of U-POL (the "Dividend").
Further to the Dividend and the Citysprint and GPS announcements
(Citysprint and GPS together the "Anticipated Realisations"), the
Investment Manager anticipates that there will be further
realisations of certain of the Company's investments within the
near term; however, there can be no certainty as to the precise
timing or quantum of any such realisation, nor as to the timing of
any future tender offer or other return of capital to
Shareholders.
General Meeting
The Tender Offer is subject to Shareholder approval at a General
Meeting which is to be held at the offices of Dickson Minto W.S. at
16 Charlotte Square, Edinburgh EH2 4DF on 10 November 2021 at 11
a.m. At this meeting a special resolution will be proposed to
approve the Tender Offer on the terms set out in the Circular and
to give the Company authority to make market purchases pursuant to
the Tender Offer. Should the resolution fail to be passed, the
Tender Offer will not proceed.
The Board has chosen to seek authority to purchase a maximum of
7,000,000 Shares, representing approximately 38.7 per cent. of the
issued Share capital as at the date of this announcement. The
maximum number of Shares to be purchased under the Tender Offer
will not be known until the Tender Price has been calculated. The
Board has therefore chosen this figure to ensure that there is
sufficient capacity under the authority to return the full GBP26
million.
The Board would encourage all shareholders to exercise their
votes in advance of the General Meeting. The Board makes no
recommendation to Shareholders or Interactive Investor Savings
Product Investors as to whether or not they should tender all or
any of their Shares in the Tender Offer. Whether or not
Shareholders decide to tender their Shares will depend, amongst
other factors, on their view of the Company's prospects and their
own individual circumstances, including their own tax position.
The Directors intend to use all best endeavours to tender their
Basic Entitlement in the Tender Offer.
EXPECTED TIMETABLE
2021
Publication of this document and Tender 18 October
Offer opens
NAV per Share as at 30 September 2021, 1 November
Tender Price and Basic Entitlement
percentage announced
Latest time and date for receipt of 11.00 a.m. on 8 November
Forms of Proxy from Shareholders
General Meeting 11.00 a.m. on 10 November
Results of General Meeting 10 November
Latest time and date for receipt of 1.00 p.m. on 12 November
Tender Forms and submission of TTE
Instructions from Shareholders
Record Date and time for the Tender 6.00 p.m. on 12 November
Offer
Results of Tender Offer elections announced 16 November
CREST accounts credited for revised By 18 November
uncertificated shareholdings of Shares
(or, in the case of unsuccessful tenders,
for entire holdings of Shares)
CREST Settlement Date: payments through 18 November
CREST made and CREST accounts settled
Balancing share certificates and cheques Week commencing 22 November
despatched to certificated Shareholders
Notes
1. References to times in this document are to London time.
2. The dates set out in the expected timetable may be adjusted
by Singer Capital Markets, with the consent of the Company,
in which event details of the new dates will be notified
to Shareholders by an announcement made by the Company through
a Regulatory Information Service.
Defined terms used in this announcement have the meanings given
in the Circular unless the context otherwise requires
For further information please contact:
Dunedin LLP
Graeme Murray 07813138367
Singer Capital Markets
Robert Peel 020 7496 3000
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END
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