Proposed Share Offer

Prodesse Investment Limited 20 September 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN 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 to be published by the Company in due course in connection with the admission of new ordinary shares in the capital of the Company which are the subject of the Offering to the Official List of the Financial Services Authority and to trading on London Stock Exchange plc's Domestic Market and the Official List of the Channel Islands Stock Exchange, LBG (the 'Prospectus'). Copies of the Prospectus will be available from the Company's registered office following publication. Prodesse Investment Limited ('Prodesse' or the 'Company') announces a proposed Offering of new ordinary shares to raise approximately £50 million Prodesse Investment Limited (LSE: PRD) announces its intention to raise gross proceeds of approximately £50 million through an issue (the 'Offering') of new ordinary shares (the 'New Shares') in the Company to institutional investors. Shares will be issued in pounds sterling, with the net proceeds converted to dollars shortly after completion of the Offering. The offer price per New Share and the number of New Shares to be issued will be announced and a Pricing Statement published, following an institutional bookbuilding process, which is expected to be completed on or around 3 October 2007. Unconditional dealings in the New Shares are expected to commence on or around 9 October 2007. Assuming the Offering raises £50 million, and based on the closing price of 455p per share on 19 September 2007 (as derived from the daily official list of London Stock Exchange plc) the number of New Shares that would be issued would represent approximately 28 per cent. of the Company's enlarged ordinary share capital immediately after admission of the New Shares to the Official List of the Financial Services Authority and to trading on London Stock Exchange plc's Domestic Market and the Official List of the Channel Islands Stock Exchange, LBG. The Company will grant an over-allotment option to Merrill Lynch International as stabilising manager to acquire additional New Shares representing up to 15 per cent. of the Offering at the offer price. If the over-allotment option is exercised, the New Shares issued in the Offering would represent approximately 31 per cent. of Prodesse's enlarged ordinary share capital. Prodesse has declared an interim dividend today reflecting performance to date, based upon management accounts and broadly in line with the Company's stated payout policy, of US$0.16 per share payable on 15 November 2007 to holders on the register on 28 September 2007. Subscribers in the Offering will not receive this dividend and therefore existing shareholders of Prodesse will not suffer any dilution in the dividend per share as a result of the Offering. Prodesse will receive the net proceeds of the issue, which it intends to use to undertake further investments in US Agency residential mortgage-backed securities in accordance with its investment policy. Merrill Lynch International has been appointed as sole global co-ordinator, sole bookrunner and sponsor in respect of the Offering. Landsbanki Securities (UK) Limited and Daniel Stewart & Company plc have been appointed as co-lead managers in respect of the Offering. Commenting on the Offering, John Hallam, Prodesse's Chairman, said: 'Although on the whole credit market conditions have been challenging, I am pleased that the investment strategy of Prodesse - which avoids credit risk and uses relatively low levels of gearing - has enabled us to continue our strong performance in 2007. Our interim dividend, declared today, is unchanged from the prior quarter, which equates to a current annualised dividend yield of 7.0% (based on a USD/GBP spot exchange rate of 2.0008 and the closing share price on 19 September 2007) versus 2.97% for the FTSE All Share Index (as at 18 September 2007). We believe that the present movement in rates which has given rise to a steepening yield curve favours the strategy employed by Prodesse. This fund raising will enable us to take further advantage of this environment.' For further information please contact: Financial Dynamics Rob Bailhache / Nick Henderson, +44 (0) 20 7269 7200 / +44 (0) 20 7269 7114 Merrill Lynch International Andrew Tusa / Arif Vohra, +44 (0) 20 7996 1000 Landsbanki Securities (UK) Limited Ben Money-Coutts / Chris Madderson, +44 (0) 20 7426 9000 Daniel Stewart & Company plc Chloe Ponsonby, +44 (0) 20 7776 6550 This announcement has been issued by Prodesse Investment Limited and is the sole responsibility of Prodesse Investment Limited. This announcement does not constitute or form part of any offer for sale or subscription of, or any solicitation of any offer to purchase or subscribe for, ordinary shares ('Ordinary Shares') in the capital of the Company in any jurisdiction. The offer to subscribe for New Shares pursuant to the proposed Offering will be made solely on the basis of information that will be contained in a prospectus to be published in connection with the proposed Offering. The prospectus will contain certain detailed information about the Company and its management, as well as financial statements and other financial data. The price and value of, and income from, shares may go down as well as up. This announcement does not constitute a recommendation concerning the proposed Offering. Persons needing advice should consult an independent financial adviser who specializes in advising on the acquisition of shares and other securities. Past performance is not a guide to future performance. The Offering is only being made available in the UK and elsewhere outside the US, to institutional investors and certain sophisticated investors in reliance on Regulation S. The distribution of this announcement and the prospectus and the offer of New Shares in certain jurisdictions may be restricted by law and, therefore, persons into whose possession this announcement and the prospectus comes should inform themselves about, and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been or will be taken in any jurisdiction other than the United Kingdom, Ireland or Luxembourg, that would permit a public offering of the New Shares or possession or distribution of this prospectus or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the New Shares may not be offered or sold, directly or indirectly, and neither of this announcement or the prospectus nor any other offering material or advertisement in connection with the New Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. This announcement is not an offer of securities for sale into the United States or in any jurisdiction in which such an offer or solicitation is unlawful. Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 as amended (the 'Securities Act'), or under any relevant securities laws of any state or other jurisdiction of the United States and may not be offered, directly or indirectly, in the United States, absent registration or an applicable exemption from the registration requirements of the Securities Act and in compliance with state securities laws. There will be no public offer of Ordinary Shares in the United States and there will be no offering of Ordinary Shares in or into Australia, Canada, South Africa or Japan or in any country, territory or possession where to do so may contravene local securities laws or regulations. In relation to each member state of the European Economic Area that has implemented Directive 2003/71/EC (the 'Prospectus Directive') (each, a 'Relevant Member State'), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the 'Relevant Implementation Date'), an offer to the public of Ordinary Shares may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares that has been approved in that Relevant Member State or has been approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities may be made to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) to any legal entity that is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; or (b) to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) by the underwriters to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or (d) in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive. This announcement includes statements that are, or may be deemed to be, 'forward-looking statements'. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual results of operations, financial condition, liquidity, dividend policy and the development of the industries in which it operates may differ materially from the impression created by the forward-looking statements contained in this announcement. These forward-looking statements speak only as of the date of this document. Subject to any continuing obligations under the Listing Rules or the Disclosure Rules or other obligation the Company undertakes no obligation to publicly update or review any forward-looking statement contained in this document, whether as a result of new information, future developments or otherwise. No statement in this announcement is intended as a profit estimate or forecast. In connection with the Offering, Merrill Lynch International, as stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot and effect other transactions with a view to supporting the market price of the Ordinary Shares at a level higher than that which might otherwise prevail in the open market. Merrill Lynch International is not required to enter into such transactions and such transactions may be effected on any stock market, over the-counter market or otherwise. Such stabilising measures, if commenced, may be discontinued at any time and may only be taken during the period beginning on the date of the Pricing Statement and ending 30 days thereafter. For the purposes of allowing Merrill Lynch International to cover short positions resulting from any such over allotments and/or from sales of Ordinary Shares effected by it during the stabilising period, the Company has granted it an option (the 'Over Allotment Option') pursuant to which Merrill Lynch International may require the Company to issue additional New Shares up to a maximum of 15 per cent. of the total number of New Shares comprised in the Offering at the offer price per New Share. The Over Allotment Option is exercisable in whole or in part, upon notice by Merrill Lynch International, for 30 calendar days after the date of the Pricing Statement. Any New Shares issued by the Company following exercise of the Over Allotment Option will be issued on the same terms and conditions as the New Shares being issued in the Offering and will form a single class for all purposes with the other Ordinary Shares in the capital of the Company. Merrill Lynch International, Landsbanki Securities (UK) Limited and Daniel Stewart & Company plc are acting exclusively for the Company and no one else in connection with the proposed Offering and will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the proposed Offering and/or any other matter referred to in this announcement. Merrill Lynch International, Landsbanki Securities (UK) Limited and Daniel Stewart & Company plc make no representation as to the accuracy, completeness or verification of and take no responsibility for the contents of this announcement, the prospectus, or any other matters referred to herein. This information is provided by RNS The company news service from the London Stock Exchange
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