31 December 2021 Redemption Facility details
6 December 2021
INDIA CAPITAL GROWTH FUND LIMITED (the "Company")
LEI: 213800TPOS9AM7INH846
31 December 2021 redemption facility details and announcement of discount for redemption facility in December 2023
If Shareholders are in any doubt about the action they should take, they should immediately consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser who (if they are taking advice inside the United Kingdom) is authorised under the Financial Services and Markets Act 2000 or (if they are taking advice in a territory outside the United Kingdom) is an appropriately authorised independent financial adviser.
Introduction
On 12 June 2020 Shareholders voted to introduce a redemption facility which would operate for the first time on 31 December 2021 and every second year thereafter. The redemption facility enables Shareholders to request the redemption of part or all of their shareholding at the relevant Redemption Point. This announcement confirms the arrangements for the first Redemption Point on 31 December 2021, which will enable Shareholders to request redemption at an Exit Discount of 6 per cent. In addition, and in order to inform Shareholders who are considering whether or not to request a redemption in December 2021, the Board believes it would be helpful to indicate the maximum level of the Exit Discount for the next Redemption Point, namely in December 2023. The Board is mindful of the discount at which the Company's shares trade and, whilst this has improved significantly since June 2020, it wishes to convey to Shareholders that it remains keen to see the discount continue to tighten and believes that this will be helped by providing visibility on the Exit Discount for the next Redemption Point after that for December 2021. Accordingly, the Board has determined that the Exit Discount for the December 2023 Redemption Point will be a maximum of 3 per cent.
Arrangements for 31 December 2021 Redemption Point
Under the redemption terms set out in article 132 of the Company's articles of incorporation (the "Articles"), Shareholders may request redemptions at the 31 December 2021 Redemption Point (the "Redemption Point") for all or any of their holding of Ordinary Shares held at 6.00 p.m. on 30 September 2021 (the "Record Date") and held continuously at all times since the Record Date. Ordinary Shares for which valid redemption requests have been received at the Redemption Point are referred to as "Redemption Shares".
In order to implement the redemption and in accordance with the Articles, the Company will notionally divide its assets and liabilities as at the Redemption Point into two pools:
a) the Redemption Pool, which will consist of cash and assets representing the aggregate unaudited NAV attributable to the Redemption Shares as calculated by the Administrator at the Redemption Point and
b) the Continuing Pool, which will contain all of the other cash, assets and liabilities of the Company representing the aggregate unaudited NAV attributable to the remaining Ordinary Shares (being those Ordinary Shares which are not Redemption Shares).
The Redemption Price per Redemption Share shall be equal to the aggregate cash received by the Company upon the realisation of the Redemption Pool less the Exit Discount divided by the aggregate number of Redemption Shares. The Board has determined that the Exit Discount at the first Redemption Point will be 6%.
Shareholders should note that the Redemption Price per Redemption Share may be materially different to the published, unaudited NAV per Ordinary Share at the Redemption Point. This is largely because the realised value of the Redemption Pool will be subject to movements in the Indian markets and to fluctuations in the INR/GBP exchange rate.
The Company may seek to satisfy Redemption Requests by matching such requests with demand for Ordinary Shares from incoming investors. In such circumstances, the Company, on behalf of a Shareholder, will arrange, through Shore Capital, the sale of some or all of the Ordinary Shares that are the subject of a Redemption Request to an incoming investor at the Redemption Price.
Other than in certain circumstances as set out in Article 132, a Redemption Request once given cannot be withdrawn otherwise than with the prior consent of the Company (which the Directors shall be entitled in their absolute discretion to withhold).
Copies of the redemption request form can be obtained from the Company's website: www.indiacapitalgrowth.com and from the Company's Registrar and Receiving Agent, Neville Registrars Limited of Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD (telephone 0121 585 1131 or, if telephoning from outside the United Kingdom, on +44 121 585 1131).
THE REDEMPTION REQUEST FORM IS FOR USE ONLY IN RESPECT OF ORDINARY SHARES IN CERTIFICATED FORM.
Duly completed redemption request forms must be delivered to the Receiving Agent so as to be received by 1.00 p.m. on 31 December 2021.
Holders of Ordinary Shares in uncertificated form (i.e. held in CREST) must ensure that properly authenticated transfer to escrow (TTE) instructions are received by Neville Registrars Limited by 3.00 p.m. on 31 December 2021.
Further details of the redemption facility can be found in the Company's Circular dated 26 May 2020 (the "Circular") and at article 132 of the Articles, copies of which are on the Company's website www.indiacapitalgrowth.com Terms defined in the Circular have the same meaning in this announcement.
The expected timetable for the redemption facility for the first Redemption Point of 3.00 p.m. on 31 December 2021 is set out below:
|
Record Date |
6.00 p.m. on Thursday 30 September 2021 |
|
Redemption TTE Input Available |
Monday 6 December 2021 |
|
Exit Discount |
6 per cent. |
|
Last time and date for receipt of redemption request forms |
1.00 p.m. on Friday 31 December 2021 |
|
Latest time and date for TTE (Ordinary Shares held in CREST) |
3.00 p.m. on Friday 31 December 2021 |
|
Announcement of number of Redemption Shares |
Tuesday 4 January 2022 |
|
Calculation and announcement of NAV per Ordinary Share as at 31 December 2021 |
Thursday 6 January 2022 |
|
Announcement of Redemption Price |
Wednesday 12 January 2022* |
|
Payment of Redemption Price |
Friday 21 January 2022* |
* The dates of the announcement and payment of the Redemption Price is indicative only and subject to the level of redemption requests and prevailing market conditions. The above timetable may be extended in the event that the number of Redemption Shares is large or the market is unusually volatile and will be updated in the event of a change.
ENQUIRIES
David Cornell
Ocean Dial Asset Management
+44 20 7068 9870
david.cornell@oceandial.com
Robert Finlay/Rose Ramsden
Shore Capital
+44 20 7408 4090
Dave Taylor
Apex Fund and Corporate Services (Guernsey) Limited
+44 20 3530 3626
dave.taylor@apexfs.com
About India Capital Growth Fund
India Capital Growth Fund Limited ("ICGF"), the LSE premium listed investment company registered and incorporated in Guernsey was established to take advantage of long-term investment opportunities in companies based in India. ICGF predominantly invests in listed mid and small cap companies, although investments may also be made in large cap and private Indian companies where the Fund Manager believes long-term capital appreciation will be achieved. www.indiacapitalgrowth.com
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