Crystallisation of Bus. Unit

Polar Capital Holdings PLC 27 September 2007 Polar Capital Holdings plc Crystallisation of Business Unit Polar Capital Holdings plc ('Polar Capital' or the 'Company') announces the crystallisation of the UK business unit and resultant issue of 5,608,649 new ordinary shares which will occur over the next three years. This crystallisation is expected to be immediately earnings enhancing for shareholders. Background As set out at the time of the Company's admission to AIM, Polar Capital has structured its fund management operations in such a way that the fund management teams are placed in separate business units. Each business unit is a separate profit centre and the fund managers responsible receive each year a payment which comprises a share of their unit's core operating profit (operating profit before performance fees and related distributions) and performance fees. In addition to the remuneration structure described above, each fund management team is offered the prospect of an interest in the capital of the Company through the purchase of an individual class of preference shares in Polar Capital Partners Limited, a wholly owned subsidiary of the Company. These preference shares have been structured in such a way as to become convertible upon the occurrence of certain events known as crystallisation events into cash or, at the option of the Company, ordinary shares at a ratio that is intended to be earnings enhancing for the Group. Upon the occurrence of a crystallisation event the fund managers concerned cease to be eligible to receive their share of the business unit's core operating profit and simultaneously going forward receive a reduced interest in their performance fees. UK business unit crystallisation With effect from 31 March 2007 the UK business unit elected to crystallise their preference shares and the Company has elected to satisfy the consideration by the issue of new ordinary shares. The Company will issue a total of 5,608,649 new ordinary shares spread over the next three years, which will rank pari passu with the existing ordinary shares at the time of issue, as follows: 28 September 2007 - 560,864 ordinary shares 31 March 2008 - 1,682,595 ordinary shares 31 March 2009 - 1,682,595 ordinary shares 31 March 2010 - 1,682,595 ordinary shares The issue of these new ordinary shares together with options held by employees will increase the diluted share capital to 77,792,049 ordinary shares, an increase of 7.8%. As a product of this crystallisation event, the historic interest that the UK business unit had in its core profitability will revert to the Company and similarly their interest in their performance fees will reduce. In the year ended March 2007, the quantum of these interests accounted for a greater proportion of the profits of the Company than the 7.8% dilution triggered by the crystallisation event. Application has been made for 560,864 ordinary shares to be admitted to trading on AIM and dealings are expected to commence on 3 October 2007. For further information contact: Polar Capital Holdings plc J B Mansell Chief Operating Officer 020 7227 2700 Landsbanki Securities (UK) Limited Ben Money-Coutts 020 7426 9000 This information is provided by RNS The company news service from the London Stock Exchange
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