Result of Equity Issue

RNS Number : 2624C

Polar Capital Global Financials Tst

17 June 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY INVESTMENTS IN ANY JURISDICTION.

THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF MARKET ABUSE REGULATION (EU) NO. 596/2014, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

17 June 2021

Polar Capital Global Financials Trust plc

(the "Company")

LEI: 549300G5SWN8EP2P4U41

RESULT OF C SHARE ISSUE

Further to the announcement on 12 May 2021, the Board of Polar Capital Global Financials Trust plc and its Investment Manager, Polar Capital LLP, are pleased to announce that the Company has raised total gross proceeds of £122 million by way of the Placing, Open Offer, Offer for Subscription and Intermediaries Offer of C Shares and has exceeded the target of £100 million.

The Initial Issue was well supported by both existing Shareholders and new investors. Of the 122,000,000 C Shares to be issued by the Company, 67,297,609 C Shares will be issued pursuant to the Placing, 26,164,770 C Shares will be issued pursuant to the Open Offer (including the Excess Application Facility), 24,977,032 C Shares will be issued pursuant to the Offer for Subscription and 3,560,589 C Shares will be issued pursuant to the Intermediaries Offer.  The Company has authority to issue up to a further 378,000,000 C Shares and/or Ordinary Shares until 11 May 2022, under the Placing Programme.

Applications have been made for  all of the  C 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 at 8.00 a.m. on 21 June 2021.

Stifel Nicolaus Europe Limited ("Stifel") acted as Sponsor, sole Bookrunner and Financial Adviser.

Following admission, the Company will have 122,000,000 C Shares in issue, which will carry the right to receive notice of, attend and vote at any general meeting of the Company. As at the date of this announcement, the Company's issued share capital is 202,775,000 Ordinary Shares of which, 26,675,000 Ordinary Shares are held in treasury and are non-voting. The total voting rights, in relation to the Ordinary Shares, as at the date of this announcement is therefore 176,100,000. The total number of voting rights of the Company following admission of the C Shares will be 298,100,000 (plus any Ordinary Shares that may be issued from Treasury before Admission of the C Shares, expected to be on 21 June 2021) 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.

Save for expressions defined in this announcement, words and expressions defined in the Prospectus published on 12 May 2021 shall have the same meaning in this announcement. The Prospectus is available on the Company's website which is located at www.polarcapitalglobalfinancialstrust.com.

Robert Kyprianou, Chairman, said:

"I am very pleased to see the breadth of support from so many firms and individuals, the level of that support and the capital raise has exceeded its target. The Board and the Investment Manager feel strongly that this is a sector of considerable attraction at this point of the investment cycle as well as a beneficiary of potentially higher bond yields. We are all very grateful for the further backing of the Company and optimistic about the prospects for Shareholders."

For further information, please contact:

Polar Capital Global Financials Trust Plc Chairman: Robert Kyprianou Company Secretary: Tracey Lago, FCG Tel: [phone]

Polar Capital LLP Sales: John "Reg" Regnier-Wilson Co-Investment Manager: Nick Brind Tel: [phone]

Stifel Nicolaus Europe Limited Corporate: Mark Bloomfield Jonathan Wilkes-Green Sales: Phil Hopkins Jonathan Crabtree Hugh Middleton Tel: [phone]

IMPORTANT NOTICES

This communication is only addressed to, and directed at, persons in the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation ("Qualified Investors").  For the purposes of this provision, the expression "UK Prospectus Regulation" means the UK version of the EU Prospectus Regulation (2017/1129/EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.  In the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").  Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons.  This communication must not be acted on or relied on in the United Kingdom, by persons who are not Qualified Investors.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus published by the Company on 12 May 2021.  Copies of the Prospectus are available from the Company's website.

This announcement is not an offer to sell or a solicitation of any offer to buy the securities of the Company (such securities being the "Securities") in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction where such offer or sale would be unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940 ("Investment Company Act") and, as such, holders of the Securities will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the Securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.  The Securities have not been and will not be registered under the US Securities Act of 1933 ("Securities Act)", or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act ("US Persons")  except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. No public offering of the Securities is being made in the United States.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Investment Manager, Stifel or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in the Prospectus and in this announcement are targets only. There is no guarantee that any returns set out in the Prospectus and in this announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement. Past performance cannot be relied on as a guide to future performance.

Each of the Company, the Investment Manager and Stifel and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: the FCA's PROD3 Rules on product governance within the FCA Handbook ("FCA PROD3 Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the FCA PROD3 Rules) may otherwise have with respect thereto, the C Shares the subject of the Initial Issue have been subject to a product approval process, which has determined that such C Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in FCA Glossary; and (ii) eligible for distribution through all distribution channels as are permitted by PROD3 ("Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the C Shares may decline and investors could lose all or part of their investment; the C Shares offer no guaranteed income and no capital protection; and an investment in the C Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Issue Furthermore, it is noted that, notwithstanding the Target Market Assessment, Stifel will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA PROD3 Rules; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the C Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the C Shares and determining appropriate distribution channels.

 

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