Tender Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL STRATEGIC EQUITY CAPITAL PLC Tender Offer to purchase up to 4 per cent. of the Company's issued share capital 9 October 2014 In keeping with the Board's stated intention to exercise its discretion and implement six-monthly tender offers for up to 4 per cent. of the Shares in issue (excluding Shares held in treasury), the Company has today published a circular to Shareholders (the "Circular") setting out the terms and conditions of the Tender Offer and instructions on how Shareholders may participate in the Tender Offer, should they wish to do so. Shareholders (other than Restricted Shareholders) will be able to tender up to 4 per cent. of their holdings as at close of business on the Record Date with such tenders being satisfied in full. Shareholders will also be able to tender Shares in excess of their 4 per cent. basic entitlement but such excess tenders will only be satisfied on a pro rata basis to the extent that other Shareholders tender less than (or none of) their basic 4 per cent. entitlement. The Tender Price will be a price equal to the NAV per Share (including undistributed current period financial income and, for the avoidance of doubt, dividends declared but not yet paid shall be deemed to be undistributed and deducting, inter alia, the estimated costs of the Tender Offer as well as the 0.78p per Ordinary Share final dividend for the financial year ended 30 June 2014, payable on 18 November 2014 to holders on the register as at 17 October 2014 subject to approval at the Company's forthcoming Annual General Meeting) as at close of business on 14 November 2014, less a 10 per cent. discount. Expected Timetable The expected timetable for the Tender Offer is as follows: 2014 Annual General Meeting 11.30 a.m. on Friday, 14 November Latest time and date for receipt of Tender Forms and TTE Instructions in CREST for Tender Offer 3.00 p.m. on Friday, 14 November Record Date for Tender Offer Close of business on Friday, 14 November Tender Price calculated As at close of business on Friday, 14 November Result of Tender Offer and Tender Price announced Tuesday, 18 November Payments through CREST made in respect of Shares held in uncertificated form successfully tendered Thursday, 20 November CREST accounts settled in respect of unsold tendered Shares held in uncertificated form Thursday, 20 November Cheques despatched in respect of Shares held in certificated form successfully tendered Friday, 21 November Balancing certificates despatched in respect of unsold tendered Shares held in certificated form Friday, 21 November 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 inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM Enquiries: Capita Sinclair Henderson Limited (Company Secretary) Paul Richards 01392 412 122 GVO Investment Management Limited 020 3691 6100 Stuart Widdowson Theresa Russell Canaccord Genuity Limited Andrew Zychowski 020 7523 8000 Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Strategic Equity Capital plc and is acting for no-one else in connection with the Tender Offer and will not be responsible to anyone other than Strategic Equity Capital plc for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in connection with the contents of this announcement or any other matter referred to herein. Canaccord Genuity Limited is not responsible for the contents of this announcement. This does not exclude or limit any responsibilities which Canaccord Genuity Limited may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.
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