TIDMTCA
RNS Number : 0161F
Terra Capital PLC
15 February 2018
Legal Entity Identifier: 2138006S6U2X7L4R8V74
15 February 2018
Terra Capital Plc ('Terra' or 'the Company')
Tender Offer
A Circular containing the terms of a tender offer for up to 10.0
per cent. of the issued share capital of the Company and a notice
of an Extraordinary General Meeting to be held on 9 March 2018 is
today being posted to Shareholders (the "Circular").
Capitalised terms and expressions shall have the same meanings
as those attributed to them in the Circular.
A copy of the Circular will shortly be available for download
from the Company's website
www.terracapitalplc.com/company-reports
Introduction
During the last nine months of 2017 the Ordinary Shares traded
at a discount in excess of 12 per cent. of the Net Asset Value per
Ordinary Share. Pursuant to the discount control measures adopted
by the Company in January 2016 this has triggered an obligation on
the Company to implement a tender offer whereby each Eligible
Shareholder (being a Shareholder on the Register on 1 April 2017)
shall be offered the opportunity to tender up to 10 per cent. of
the Ordinary Shares (if any) held by the Eligible Shareholder on 29
December 2017 (being the Record Date for the Tender Offer) at a
price equal to 97 per cent. of the Net Asset Value per Ordinary
Share as at 31 December 2017 less the direct costs (including any
realisation costs) of making the Tender Offer.
The Net Asset Value of Ordinary Shares as at 31 December 2017
was US$1.14 and this gives a Tender Price of US$1.11. Accordingly
the Tender Offer now being proposed is in respect of a total of
6,146,931 Ordinary Shares (representing 10 per cent. of the issued
share capital of the Company) at a Tender Price of US$1.11 per
Ordinary Share. The Tender Price represents a premium of 12.69 per
cent. to the middle market closing price of US$0.985 per Ordinary
Share on 13 February 2018 being the latest practicable date before
the publication of this document. Shareholders should note that the
NAV per Ordinary Share may have increased or decreased since 31
December 2017 It is currently anticipated that the next
announcement by the Company of the NAV per Ordinary Share will be
made on or around 12 March 2018.
Each Eligible Shareholder is entitled to tender up to ten per
cent. of the Ordinary Shares held by the Eligible Shareholder on
the Record Date (the "Basic Entitlement"). Eligible Shareholders
are also entitled to tender a number of Ordinary Shares in excess
of their Basic Entitlement (an "Excess Tender") if they so wish but
any such Excess Tender shall only be satisfied to the extent that
other Eligible Shareholders tender a number of Ordinary Shares that
is less than their Basic Entitlement.
Eligible Shareholders are not obliged to tender any Ordinary
Shares and if they do not wish to participate in the Tender Offer,
they should not complete or return a Tender Form or submit a TTE
Instruction in CREST.
The purpose of the circular is to set out the terms of the
Tender Offer and also to convene the
Extraordinary General Meeting (notice of which is set out at the
end of this document) at which a Resolution necessary to approve
and implement the Tender Offer will be proposed.
Details of the proposed Tender Offer
General
Under the terms of the Tender Offer, Eligible Shareholders are
entitled to tender up to 10 per cent. of the Ordinary Shares held
by them on the Record Date. In addition Eligible Shareholders are
entitled to tender a number of Ordinary Shares in excess of this
Basic Entitlement if they so wish but any such Excess Tender shall
only be satisfied to the extent that other Eligible Shareholders
tender a number of Ordinary Shares that is less than their Basic
Entitlement. Requests for the Excess Tender will be satisfied on a
pro-rata basis and all tender applications will be rounded down to
the nearest whole number of Ordinary Shares.
The Tender Price will be paid to Eligible Shareholders in US
Dollars and will be effected by the despatch of cheques or the
crediting of CREST accounts as appropriate.
The Tender Offer is conditional, inter alia, the Resolution
necessary to implement the Tender Offer being duly passed at the
EGM and the Company satisfying the distributable profits
requirements under Isle of Man law at the time of the Tender
Offer.
The terms and conditions of the Tender Offer are set out in the
Circular.
Details of how an Eligible Shareholder is able to tender
Ordinary Shares is set out in the Circualr.
Overseas Shareholders
The Tender Offer is not be available to Shareholders with a
registered address in a Restricted Jurisdiction. Overseas
Shareholders should note that they should satisfy themselves that
they have fully observed any applicable legal requirements under
the laws of their relevant jurisdiction if they tender Ordinary
Shares in the Tender Offer. The attention of Shareholders with
registered addresses outside the United Kingdom is drawn to the
paragraph headed "Overseas Shareholders" in Part 2 of the
Circular.
Takeover Code
Following discussions between the Company and the Takeover
Panel, the Takeover Panel has agreed that, under Rule 37.1 of the
Takeover Code and the notes to that Rule, City of London should be
treated as an "innocent bystander" in relation to any increase in
its holding of Ordinary Shares as a result of the Tender Offer and
will not therefore be required to make an offer under Rule 9 as a
result of any increase in its holding created by the Tender
Offer.
Extraordinary General Meeting
The authorisation of the implementation of the Tender Offer,
requires, inter alia, the passing of the Resolution which will be
proposed at the Extraordinary General Meeting pursuant to which
Shareholders shall be asked to approve an ordinary resolution to
seek authority to make market purchases of Ordinary Shares pursuant
to the Tender Offer.
The Board is making no recommendation to Shareholders in
relation to participation in the Tender Offer. Whether or not
Shareholders decide to tender their Ordinary Shares will depend,
amongst other things, on their own individual circumstances,
including their own tax position. Shareholders are recommended to
consult an appropriately authorised independent adviser in
determining whether or not to participate in the Tender Offer and
to the extent of such participation.
The terms of the Tender Offer (including, without limitation,
the times and dates referred to in the Circualr) may be varied,
amended or modified by the Company if the Company believes (in its
sole discretion) that any such variation, amendment or modification
is either non-material in nature, correcting what it believes to be
a manifest error or is otherwise in the interests of all
Shareholders.
Any such variation, amendment or modification will be publicly
announced as soon as practicable by way of an RIS.
Expected timetable of principal events
Entitlement Date* 1 April 2017
---------------------------------- ----------------------
Record Date* 29 December 2017
---------------------------------- ----------------------
Announcement of the Extraordinary 15 February 2018
General Meeting, publication
of Circular and Tender Offer
opens
---------------------------------- ----------------------
Latest time and date for 1.00 p.m.on 7 March
receipt of Forms of Proxy 2018
---------------------------------- ----------------------
Extraordinary General Meeting 1.00 p.m. on 9 March
2018
---------------------------------- ----------------------
Announcement of result of 12 March 2018
Extraordinary General Meeting
---------------------------------- ----------------------
Latest time and date for 1.00 p.m. on 12 March
receipt of Tender Forms 2018
and TTE instructions
---------------------------------- ----------------------
Announcement of result of 13 March 2018
Tender Offer
---------------------------------- ----------------------
Creation of assured payment 15 March 2018
obligations for Tender Offer
proceeds for uncertificated
Ordinary Shares
---------------------------------- ----------------------
Despatch of cheques for week commencing 18
Tender Offer proceeds and March 2018
balance share certificates
for certificated Ordinary
Shares
---------------------------------- ----------------------
* In order to participate in the Tender Offer an Eligible
Shareholder must have been on the Register on 1 April 2017. If that
condition is satisfied the Shareholder is able to participate in
the Tender Offer in respect of Ordinary Shares held on the Record
Date, being 29 December 2017.
The dates and times specified are subject to change and will be
notified by the Company through a Regulatory Information Service.
All reference to time are to UK time.
For more information, please visit www.terracapitalplc.com or
contact:
Galileo Fund Services Limited (Administrator)
Frazer Pickering
+44 1624 692600
Panmure Gordon (UK) Limited (Nominated adviser and corporate
broker)
Paul Fincham or Jonathan Becher
+44 20 7886 2500
Terra Capital plc.
Ian Dungate, Director
+44 1624 692600
NOTES:
Terra Capital plc is an AIM quoted investment company focussed
on generating high absolute returns while attempting to keep
volatility to a minimum. The Company predominantly invests in
under-researched and under-valued companies listed on Frontier
Market stock exchanges. Terra Partners Asset Management Limited
(the "Manager") targets investment companies that it believes are
trading for less than their intrinsic worth and so, aside from any
potential growth prospects, provide scope for capital appreciation
as a result of a reversion towards their underlying value.
Investments are also made in companies which are viewed as trading
at fair value but which offer opportunities for growth at a
reasonable price. The Manager believes many such 'value'
opportunities can be found in Frontier Markets due to inherent
market inefficiencies in such markets. The Manager utilises
in-house teams of its own analysts, resident on the ground in areas
of interest to investigate suitable opportunities rather than rely
on third party research.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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