Crystallisation of Business Unit

RNS Number : 1490O

Polar Capital Holdings PLC

13 September 2011

 



Polar Capital Holdings plc

13 September 2011

Crystallisation of Business Unit

Polar Capital Holdings plc ("Polar Capital" or the "Company") announces the crystallisation of the Preference Shares held by Rob Gurner, head of the Polar Capital European Team and manager of the Polar Capital European Forager and European Conviction Funds, in respect of the Forager Fund (part of the European business unit) and resultant issue of 8,229,870 new ordinary shares which will occur over the next three years. This crystallisation is expected to be immediately earnings enhancing for shareholders. Mr Gurner still retains preference shares in respect of the Conviction Fund.

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 legacy share of the business unit's core operating profit and simultaneously going forward receive a reduced interest in their performance fees.

European business unit crystallisation

With effect from 31 March 2011 the European business unit elected to crystallise their preference shares in relation to the Forager Fund and the Company has elected to satisfy the consideration by the issue of new ordinary shares. 

The Company will issue a total of 8,229,870 new ordinary shares spread over the next three years, which will rank pari passu with the Company's existing ordinary shares at the time of issue, as follows:

13 September 2011      -         822,987 ordinary shares (the "New Shares")

31 March 2012            -         2,468,961 ordinary shares

31 March 2013            -         2,468,961 ordinary shares

31 March 2014            -         2,468,961 ordinary shares

Application will be made to AIM for the New Shares to be admitted to trading and dealings are expected to commence on 19 September 2010.

The Company's current issued share capital is 75,769,960 ordinary shares and following admission of the New Shares the total shares in issue will be 76,592,947.

For further information please contact:

Polar Capital

Tim Woolley (CEO)

John Mansell (CFO)                                             [phone]

Numis Securities

Richard Thomas (Nominated Adviser)

Charles Farquhar (Corporate Broking)                [phone]

Financial Dynamics

Ed Gascoigne-Pees

Georgina Turner                                                  [phone]

 

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