Schroder Ventures Intl Inv Tst PLC
07 October 2003
This announcement is not being made or transmitted in or into the United States,
Canada, Japan or Australia. This announcement does not constitute an offer of
securities for sale in or into the United States, Canada, Japan or Australia.
For immediate release 7.00am, 7 October 2003
SCHRODER VENTURES INTERNATIONAL INVESTMENT TRUST PLC ('SVIIT')
INCREASED COMMITMENT TO PERMIRA EUROPE III,
TRANSFER OF ASSETS TO P123, SVIIT CAPITAL RAISING AND
FIRST CLOSING OF SCHRODER PRIVATE EQUITY FUND OF FUNDS II
Permira Europe III
SVIIT has increased its direct commitment to Permira Europe III by €25 million
at the fund's final closing at €5 billion, bringing its total direct commitment
to this fund to €425 million.
P123, the fund of Permira pan-European buy-out funds, which is currently being
marketed by SVIIT has received applications and commitments from external
investors of €103 million. Consequently, SVIIT will transfer €62.8 million of
assets in Permira Europe I and II to P123, at 30 June 2003 valuations, in return
for an approximate 38% holding. The Board of SVIIT is not aware of any material
changes in the value of its interests in Permira Europe I and Permira Europe II
since 30 June 2003.
The reaction from P123's target investor base has been very positive. However,
the success of Permira's fundraising has meant that Permira Europe III has
closed earlier than anticipated. This has resulted in many potential P123
investors being unable to make the commitment deadline. Given the potential
material positive impact of P123 on SVIIT's net asset value in the future, the
Board wishes to hold P123 open for these investors.
P123 will have a final closing, targeting a further €102 million of commitments
from external investors, prior to 31 December 2003. At this final closing, SVIIT
will transfer up to €65.9 million of its assets in Permira Europe I and II on a
pro-rata basis in order to maintain an approximate 38% holding in P123.
P123 has made a commitment of €450 million to Permira Europe III. Until such
time as P123 has a final close, any capital calls on P123's subscription to
Permira Europe III will be funded 49% by the existing commitments from external
investors in P123 and 51% by a bridging facility from SVIIT. This bridging
facility commitment by SVIIT will fall away at P123's final closing.
Current indications of interest from external investors indicate that P123 will
be fully funded. Should P123 secure less than its target, SVIIT will assume any
net balance of P123's commitment to Permira Europe III. In line with the Board's
strategy with regards to SVIIT's uncalled commitments and levels of gearing,
SVIIT has entered into a placing agreement, with J.P. Morgan Securities Ltd ('
JPMorgan'), whereby they have agreed to procure subscribers and act as sole
bookrunner for an underwritten placing of a minimum of €60 million (£41.8
million) of shares of SVIIT, with the potential to increase this to up to 10% of
SVIIT's issued share capital, as described in more detail below.
SVIIT has also entered into an underwriting agreement with Schroders plc ('
Schroders') whereby they have agreed to procure subscribers for an underwritten
placing for a further £10 million of shares of SVIIT, if required by SVIIT,
after the final closing of P123. Details of this placing are set out in the
In order to carry out the proposed capital raising, the Board of SVIIT will
today issue a circular to Shareholders convening an extraordinary general
meeting (EGM) of its Shareholders for 31 October 2003. At this EGM, the Board
will be seeking authority from Shareholders for an increase in SVIIT's
authorised share capital and the issue of up to 12.5% of its current issued
share capital in the form of equity or equity linked securities, on a
non-pre-emptive basis. The proceeds of the capital raising will be used to
continue the Board's strategy of investing in buy-out and development capital
funds managed or advised by Permira and Schroder Ventures and for general
In order to ensure that any new issue of equity securities is asset enhancing to
existing Shareholders, any equity securities allotted under this authority will
be allotted at an effective premium to the estimated fully diluted net asset
value per share at the date of pricing of the issue of the relevant equity
The Board has authorised JPMorgan to procure subscribers for up to 10% of
SVIIT's current issued share capital, which could raise up to approx £50
million, based on last night's closing share price of £4.89. As noted above, the
pricing of the placing will take place by reference to the fully diluted net
asset value per share at 30 June 2003, updated for any material changes. The
JPMorgan placing will be undertaken in the form of an accelerated bookbuild
which is expected to close on or before Wednesday 8 October 2003. The placing
will be conditional on shareholder approval being obtained at the EGM for the
issue of new shares. Settlement of placees' allocation will be on such date as
JPMorgan notifies placees. Further details of this placing are set out in the
Shareholders representing 46.8% of the issued share capital of SVIIT have
indicated their intention to participate approximately pro-rata to their
existing shareholdings in the JPMorgan placing.
In addition, three of SVIIT's largest shareholders, who together represent 36.7%
of the issued share capital of SVIIT, have indicated their intention to vote in
favour of the resolutions being proposed at the EGM.
The Board has received financial advice from UBS. In providing advice to the
Board, UBS has relied upon the Board's commercial assessment of the proposed
placings. The Board consider the terms of the resolutions and the proposed
placings to be in the best interests of SVIIT and its shareholders as a whole.
Accordingly, the Board unanimously recommend that shareholders vote in favour of
the resolutions to be proposed at the EGM, as they intend to do in respect of
their own beneficial holdings amounting to 413,096 shares, representing 0.4% of
the issued share capital of SVIIT.
Nicholas Ferguson, CEO of SVIIT commented:
'SVIIT has already indicated to its shareholders that it believes that the
European buy-out market is a highly attractive investment opportunity for SVIIT.
Permira are one of the leading private equity firms in this area and a key
driver of SVIIT's net asset growth.
In order to provide for future potential net asset growth, we believe that it is
in shareholders' best interests for SVIIT to have a significant exposure to
Permira Europe III, both directly and through P123.'
First Closing of the Schroder Private Equity Fund of Funds II
SVIIT is also pleased to announce that the Schroder Private Equity Fund of Funds
II, advised by SVIIT, has had a first closing on schedule at €110 million. The
fund will remain open for a further six months. This fund follows the
successful closing of the €242 million Schroder Private Equity Fund of Funds I
in June 2002, and which is now fully invested.
- Ends -
For further information, please contact:
Schroder Ventures International Investment Trust plc
Nick Ferguson 020 7010 8911
Schroder Ventures (London) Limited
Alice Todhunter 020 7010 8925
Weber Shandwick Square Mile
Christian San Jose 020 7067 0700
This announcement has been issued by SVIIT and is the sole responsibility of
SVIIT. J.P. Morgan Securities Ltd. are acting for SVIIT in connection with the
proposed placing by J.P. Morgan Securities Ltd. of new shares in SVIIT (the '
JPMorgan Placing') and no one else and will not be responsible to any one other
than SVIIT for providing the protections afforded to clients of J.P. Morgan
Securities Ltd. nor for providing any advice in relation to the JPMorgan
This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities or investment
advice. This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire ordinary shares in the capital of
SVIIT in any jurisdiction in which such offer or solicitation is unlawful.
This announcement may not be used for the purpose of an offer or solicitation in
any jurisdiction or in any circumstances in which such offer or solicitation is
unlawful or not authorised. In particular, the securities being offered have not
been registered under the United States Securities Act of 1933 (as amended) and
may not, except in a transaction which does not violate U.S. securities laws, be
directly or indirectly offered or sold in the United States or to any United
States Person (as such term is defined in Regulation S under the United States
Securities Act of 1933, as amended). SVIIT will not be registered under the
United States Investment Company Act of 1940.
This announcement contains forward-looking statements, relating to planned
transactions and offerings of securities, within the meaning of Section 27A of
the United States Securities Act of 1933, as amended, and Section 21E of the
United States Securities Exchange Act of 1934, as amended. The matters discussed
in these forward-looking statements are subject to various consents, conditions,
agreements and contingencies, and may or may not occur as described. In
particular, the offerings of securities by P123 and SVIIT are subject to various
risks outside the relevant company's control, such as changes in the securities
markets and changes in general economic conditions, and are subject to various
conditions and contingencies, including agreements with third parties and the
success of fundraising activities.
The distribution of this announcement and the JPMorgan Placing and the Schroders
placing and/or issue of new ordinary shares in certain jurisdictions may be
restricted by law. No action has been taken by SVIIT, J.P.Morgan Securities
Ltd. or Schroders plc that would permit an offer of new ordinary shares or
possession or distribution of this announcement or any other offering or
publicity material relating to new ordinary shares in any jurisdiction where
action for that purpose is required, other than in the United Kingdom. Persons
into whose possession this announcement comes are required to inform themselves
about and to observe any such restrictions.
FURTHER INFORMATION ON THE PROPOSED PLACINGS
The placing of new SVIIT shares is to be made by JPMorgan and Schroders each
acting as agents of SVIIT pursuant to their respective Agreements.
Schroders' commitment to underwrite £10 million of Placing Shares is subject to
reduction, including to nil, pro rata according to the amount to be raised in
the final closing of P123 towards its target.
The Placing Shares will be allotted subject to the memorandum and articles of
association of SVIIT and will rank pari passu with SVIIT's existing ordinary
shares, including the right to participate in all dividends and other
distributions declared, paid or made after the date of issue.
Placees' commitments to acquire the Placing Shares will be subject to (i) the
admission of the Placing Shares to the Official List of the UK Listing Authority
and to trading by the London Stock Exchange, each becoming effective at or prior
to 11.00 a.m. on the relevant settlement date or such later time and/or date as
JPMorgan, under the Placement Agreement, and Schroders, under the Underwriting
Agreement, and SVIIT may agree in writing and (ii) the relevant Agreement not
being terminated. Commitments to acquire Placing Shares made in any
bookbuilding process with JPMorgan or Schroders are not capable of termination
or rescission by placees in any circumstances.
Confirmation of an allocation of Placing Shares to a placee will constitute the
agreement of such placee, subject to the conditions referred to above:
(i) to subscribe at the Placing Price for the number of Placing Shares
(ii) that it is not a person in Japan, Canada or Australia or the United
(iii) that it is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of its business or otherwise in circumstances
which have not resulted and will not result in an offer to the public in
the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995 or the Financial Services and Market Act 2000; and
(iv) that it is a person who:
(a) is outside the United Kingdom;
(b) has professional experience in matters relating to investments;
(c) falls within Article 49(2)(a) to (d) ('High Net Worth Companies,
Unincorporated Associations, etc') of the Financial Services and Market
Act 2000 (Financial Promotion) Order 2001 (as amended) (the 'Order'); or
(d) is a 'Sophisticated Investor' for the purposes of Article 50 of the
Subscriptions for Placing Shares will be made on the basis that the subscriber
has not relied (i) on any information, representations and/or warranties from
JPMorgan or Schroders; nor (ii) on any information, representations and/or
warranties from SVIIT.
Settlement of subscriptions for Placing Shares would only be free of United
Kingdom stamp duty and stamp duty reserve tax ('SDRT') if the Placing Shares are
not acquired in connection with arrangements to issue depository receipts or to
transfer Placing Shares into a clearance service and on the basis that
subscribers of Placing Shares are not, and are not acting as nominee or agent
for, a person (or its nominee) who is or may be liable for United Kingdom stamp
duty or SDRT under Section 93 or 96 of the Finance Act 1986. If all such
requirements are not satisfied, or the settlement relates to other dealings in
Placing Shares, United Kingdom stamp duty or SDRT may be payable for which none
of SVIIT, JPMorgan or Schroders will be responsible.
SVIIT has agreed with JPMorgan and Schroders in the Agreements that it will not,
and will ensure its directors do not, for the period ending on the date on which
SVIIT's preliminary statement of annual results for the year ended 31 December
2003 is announced, effect certain disposals of its ordinary shares, subject to
SVIIT has also agreed with JPMorgan and Schroders in the Agreements that it will
not, and will ensure its group companies do not, for the period ending on the 22
December 2003 (or such earlier date established pursuant to the Agreements),
enter into any commitments or agreements which would materially adversely affect
the proposed placings, subject to certain exceptions.
In certain circumstances, JPMorgan and Schroders will have the right to
terminate their obligations under the Placement Agreement and Underwriting
Agreement, respectively, in which event the proposed placing(s) will not
If shareholder approval is not obtained at the EGM, SVIIT has agreed with
JPMorgan and Schroders that it will convene one or more further meetings of
shareholders in order to obtain the necessary approvals.
If it becomes necessary under the Agreements for SVIIT to issue Placing Shares
which are treated by the Listing Rules of the UK Listing Authority as being
equal to or exceeding 10 per cent. of its issued share capital, SVIIT will
either publish listing particulars or issue those Placing Shares in such a
manner as will not require the publication of listing particulars.
Settlement of placees' allocations will be on such date as JPMorgan notifies
placees in relation to the JPMorgan Placing and as Schroders notifies placees in
relation to the Schroders placing.
Further to the announcement of the interim results for the six-months to 30 June
2003, as at 30 September 2003 SVIIT had drawings under its bank facility of
£31.6 million. SVIIT intends to fund further capital calls from Schroder
Ventures and Permira funds from proceeds of the placing, cash resources,
distributions and its bank facility.
The Board of SVIIT notes the publication of the Investment Entities (Listing
Rules and Conduct of Business) Instrument 2003 and announces that it is SVIIT's
policy to invest no more than 15% of its gross assets in other UK listed
investment companies (including listed investment trusts).
'Agreements' means the Placement Agreement and the Underwriting Agreement.
'Placement Agreement' means the placement agreement between SVIIT and J.P.
Morgan Securities Ltd. relating to the Placing Shares.
'Placing Price' means the price per Placing Share stated in the confirmation
issued to a placee subject to adjustment as described in the Placement Agreement
and the Underwriting Agreement.
'Placing Shares' means the new ordinary shares having a nominal value of one
hundred pence each of SVIIT, proposed to be allotted as part of the placings.
'Underwriting Agreement' means the underwriting agreement between SVIIT and
Schroders plc relating to the Placing Shares.
This information is provided by RNS
The company news service from the London Stock Exchange