TIDMGFIR
RNS Number : 6277E
Global Fixed Income Realisation Ltd
19 October 2018
19 October 2018
GLOBAL FIXED INCOME REALISATION LIMITED
(a closed-ended investment company incorporated in Guernsey with
registration number 45717)
PUBLICATION OF TENDER OFFER CIRCULAR
Further to the announcement on 10 September 2018, the Board of
Global Fixed Income Realisation Limited (the "Company") announces
that a circular has today been circulated to shareholders in
connection with the proposed tender offer (the "Circular").
Please click on the following link to view the Circular:
http://www.ise.ie/app/announcementDetails.aspx?ID=13835691
Copies of the Circular can also be found on the Company's
website at https://www.lumx.com/gfir/gfir.
Full details of the tender offer are set out in the Circular.
The following summarises the key elements of the Tender Offer:
-- Shareholders (other than Shareholders in Restricted
Jurisdictions) who hold their Shares in certificated form are
invited to tender any or all of their Shares by returning a Tender
Form specifying the number of their Shares that they are prepared
to tender to Numis for purchase. If the Shares are held through
CREST Shareholders (other than Shareholders in Restricted
Jurisdictions) should submit the relevant TTE Instruction
instead.
-- Tendering Shareholders will bear the costs of the Tender
Offer through the application of the Tender Discount, equivalent to
1.0 per cent., which is equal to the estimated Tender Costs as a
percentage of the Aggregate Gross Consideration.
-- The Tender Price will be an amount equal to the NAV per Share
at the Tender Calculation Date less the Tender Discount.
-- The maximum aggregate number of Shares the subject of the
Tender Offer will be a number equal to the Aggregate Gross
Consideration divided by the NAV per Share at the Tender
Calculation Date, rounded down to the nearest whole number of
Shares (the "Maximum Tender"). Each Shareholder shall be entitled
to have Numis repurchase a number of Shares that is equal to a
certain percentage of its holding of Shares (the "Basic
Entitlement"). This percentage is the same as the percentage which
the Maximum Tender represents to the entire issued share capital of
the Company (rounded down to the nearest whole number of
Shares).
-- Shareholders who validly tender a number of Shares that is
less than or equal to their Basic Entitlement will have their
tenders satisfied in full (subject to the Tender Offer not having
lapsed or been terminated) (the number of Shares subject to such
tenders being the "Satisfied Tenders").
-- Shareholders who validly tender a number of Shares that is
higher than their Basic Entitlement (such Shareholder being an
"Excess Tender Shareholder" and the number of Shares subject to
such tenders being the "Excess Tenders") will (subject to the
Tender Offer not having lapsed or been terminated) have their
tenders either:
-- satisfied in full (up to 100 per cent. of their shareholding
on the Tender Record Date) if the aggregate of the Excess Tenders
is less than or equal to the Maximum Tender less the aggregate of
the Satisfied Tenders; or
-- satisfied to the level of their Basic Entitlements plus such
number of Shares as is derived from the application of the
following formula (rounded down to the nearest whole Share):
A x (B - (C
+ D))
E
Where:
A = the number of Shares tendered by such Excess Shareholder less their Basic Entitlement;
B = the Maximum Tender;
C = the aggregate of the Satisfied Tenders;
D = the aggregate of the Basic Entitlements of the Excess Tender Shareholders; and
E = the aggregate of the Excess Tenders less the aggregate of
the Basic Entitlements of the Excess Tender Shareholders.
Please refer to Part IV in the Circular for a worked example of
this formula.
-- All references to Shareholders in this document are to the
holders of legal title to Shares whose names are shown on the
Register. All calculations will be done by reference to the
Register only. The Company shall not be responsible for any
calculations in respect of the entitlements of the holders of
beneficial title to Shares.
-- All successfully tendered Shares will be purchased on-market
by Numis at the Tender Price. The Company shall, in turn, acquire
those Shares from Numis, in accordance with the terms of the
Repurchase Agreement for cancellation.
-- The Tender Offer is subject to certain conditions, which are
set out in Part IV of the Circular. In addition, the Tender Offer
may be terminated in certain circumstances as set out in Part IV of
the Circular.
The expected timetable for the Tender Offer is:
Announcement of Tender Price 26 October 2018
Latest time and date for receiving 6.00 p.m. on 2 November 2018
Tender Forms and TTE Instructions
Tender Record Date close of business on 2 November
2018
Tender Purchase Date and announcement 5 November 2018
of result of Tender
Despatch of cheques for Tender Offer 12 November 2018 (or as soon
consideration in respect of certificated as practicable thereafter)
shares sold under the Tender Offer
Despatch of any balance certificates 12 November 2018 (or as soon
in respect of any unsold certificated as practicable thereafter)
Shares
Enquiries
Numis Securities Limited
Nathan Brown, Corporate Broking and Advisory
Tel. +44 (0) 20 7260 1426
Email: n.brown@numis.com
Praxis Fund Services Limited
Tel. +44 (0)1481 737 600
Important Information
The information in this announcement should be read in
conjunction with the full text of the Circular. Capitalised terms
used in this announcement shall, unless the context otherwise
requires, bear the meaning given to them in the Circular.
This announcement and the information contained herein is not
for publication, release or distribution, directly or indirectly,
in or into the United States, Australia, Canada, Japan or South
Africa or any jurisdiction in which the same would be unlawful.
This announcement is for information purposes only and does not
constitute an invitation to tender shares or otherwise acquire or
dispose of securities in the Company in any jurisdiction.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting for the Company and is acting for no-one else in
connection with any tender offer declared by the Company and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients nor for providing advice in
relation to any tender offer by the Company or any other matter
referred to herein. To the fullest extent permitted by law
recipients agree that Numis shall not have any liability (direct or
indirect) for or in connection with this announcement or any
matters arising out of or in connection herewith. Numis has not
authorised the contents of, or any part of, this announcement.
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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