Publication of Prospectus and Circular

RNS Number : 0557F

Polar Cap Gbl Healthcare Growth&IT

12 May 2017

 

Polar Capital Global Healthcare Growth and Income Trust plc

12 May 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR INTO OR FROM THE UNITED STATES, OR INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA

This announcement is an advertisement and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in Polar Capital Global Healthcare Growth and Income Trust plc (the "Company") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

Any investment decision must be made exclusively on the basis of the Prospectus (defined below) which has been published today by the Company and any supplement thereto in connection with the admission of the New Ordinary Shares of the Company to the Official List of the UK Listing Authority with a premium listing and/or ZDP Shares of PCGH ZDP plc to the Official List of the UK Listing Authority with a standard listing and to trading on the London Stock Exchange's main market for listed securities.

Polar Capital Global Healthcare Growth and Income Trust plc

Issue of New Ordinary Shares and ZDP Shares

Proposals to change the Existing Investment Policy and extend the Company's life

Tender Offer for Ordinary Shares

Further to the announcements on 2 February 2017, 15 March 2017 and 8 May 2017, the Company has today published a prospectus (the "Prospectus") in relation to a proposed Open Offer, Offer for Subscription and Initial Placing of New Ordinary Shares at the Issue Price by the Company, implementation of a placing programme of Ordinary Shares (the "Placing Programme"), the Initial Placing of ZDP Shares at 100 pence per ZDP Share by the Company's wholly owned subsidiary PCGH ZDP plc and implementation of a placing programme of ZDP Shares (the "ZDP Placing Programme").

The ZDP Shares will have a life of seven years and, on that basis, a Final Capital Entitlement of 122.99 pence per ZDP Share on the ZDP Repayment Date (19 June 2024), equivalent to a Redemption Yield of 3.0 per cent. per annum (compounded annually) on the Initial ZDP Placing Price. In exercising its discretion to allot ZDP Shares pursuant to the Initial ZDP Placing, it is the intention of the Company's Board to seek to give preference, so far as is practicable, in allocating ZDP Shares under the Initial ZDP Placing to current shareholders who wish to continue their investment or investors wishing to participate in the Offer for Subscription.

The issue price of the New Ordinary Shares will be calculated as Net Asset Value per Share plus a placing commission of 1.25 per cent., as determined by the Company as at the Calculation Date and expected to be announced on 16 June 2017. On the basis of the Net Asset Value as at 10 May 2017 (being the latest practicable date prior to the publication of the Prospectus) and the estimated Quantified Expenses of the Proposals, the Issue Price would have been 209.88 pence per New Ordinary Share (rounded to two decimal places).

Under the Open Offer, New Ordinary Shares will be offered to existing shareholders on the basis of one New Ordinary Share for every two Ordinary Shares held and registered in their name as at the close of business on the Open Offer Record Date, and so on in proportion for any greater number of Ordinary Shares then held. Existing shareholders who take up all of their Open Offer Entitlements may also apply for additional New Ordinary Shares in excess of their Open Offer Entitlements.

The Company has also today published a circular (the "Circular") convening a General Meeting to propose resolutions to approve the amendment to the Existing Articles required for the extension of the Company's life, the amendment to the Existing Investment Policy, the sanction of the related party transaction which arises as a result of proposed changes to the management arrangements, the repurchase of the Ordinary Shares pursuant to the Tender Offer, the allotment of New Ordinary Shares pursuant to the Share Issue and the Placing Programme, the disapplication of statutory pre-emption rights otherwise applicable to the allotment of New Ordinary Shares and the renewal of the authority granted to the Company to buy back its Ordinary Shares in the market.

 Publication of Documents

The Prospectus and Circular will shortly be available for inspection at the National Storage Mechanism which is located at www.hemscott.com/nsm.do and also on the Company's website which is located at www.polarcapitalhealthcaretrust.com.

EXPECTED TIMETABLE                                                                                               2017

Record Date for Entitlements under the Open Offer	6.00 p.m. on 10 May
Commencement of the Offerings Ex-Entitlements Date for the Open Offer	12 May 8.00 a.m. on 15 May
Open Offer Entitlements credited to stock accounts of Qualifying Shareholders in CREST (as appropriate)	as soon as possible after 8.00 a.m. on 15 May
Latest time and date for receipt of Form of Proxies for the General Meeting	11.00 a.m. on 30 May
Latest time and date for receipt of pink Tender Forms and TTE Instructions in CREST for the Tender Offer	1.00 p.m. on 31 May
Tender Offer Record Date to participate in the Tender Offer	6.00 p.m. on 31 May
General Meeting	11.00 a.m. on 1 June
Announcement of results of the General Meeting	1 June
Announcement of results of the Tender Offer	1 June
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to convert them to certificated form)	4.30 p.m. on 9 June
Latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 12 June
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 13 June
Latest time and date for receipt of blue Open Offer Application Forms and settlement of the relevant CREST instructions	11.00 a.m. on 15 June
Latest time and date for receipt of applications under the Offer for Subscription	11.00 a.m. on 15 June
Latest time and date for commitments under the Initial Placing and the Initial ZDP Placing*	12.00 noon on 15 June
Calculation Date	close of business on 15 June
Announcement of the Tender Price	on or around 16 June
Publication of results of the Offerings	16 June
Admissions and dealings in the New Ordinary Shares and ZDP Shares commence	8.00 a.m. on 20 June
CREST Accounts credited with uncertificated New Ordinary Shares and ZDP Shares issued in connection with the Admissions	20 June
Repurchase of Ordinary Shares pursuant to the Tender Offer	by 20 June
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares	by 22 June
Cheques despatched in respect of successfully tendered Ordinary Shares held in certificated form	by 26 June
Where applicable, definitive share certificates despatched by post in the week commencing	26 June

* or such later time as may be notified to a placee

For further information, please contact:

Polar Capital LLP

John Regnier-Wilson

Telephone: [phone]

Email: [e-mail]

Panmure Gordon 

Paul Fincham/Phil Hopkins

Telephone: [phone] 886 2718

Email: [e-mail]; [e-mail]

Important Information

Save for expressions defined in this announcement, words and expressions defined in the Prospectus and Circular shall have the same meaning in this announcement.

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon (UK) Limited nor for providing advice in connection with the contents of this announcement or any other matter referred to herein. Panmure Gordon (UK) Limited is not responsible for the contents of this announcement. This does not exclude or limit any responsibilities which Panmure Gordon (UK) Limited may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.

 

END

 

 

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