Announcement of Tender and Placing Price
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.
Polar Capital Global Financials Trust plc (the "Company")
Legal Entity Identifier: 549300G5SWN8EP2P4U41
20 June 2025
Tender Price, Secondary Placing Price and Commencement of Secondary Placing
Subsequent to the proposals set out in the Circular to Shareholders dated 14 May 2025, which were approved at the General Meeting held on 18 June 2025, the Company today announces the Tender Price at which Ordinary Shares will be repurchased by the Company.
The Tender Price per Ordinary Share is 209.43 pence, being equal to the NAV per Share as at the close of business on 18 June 2025 less the Tender Offer Expenses per Share.
Under the Secondary Placing, Stifel may now place any number of the Shares tendered under the Tender Offer at a Secondary Placing price of 210.47 pence per Ordinary Share with one or more of its institutional investor clients. The residual/unplaced tendered shares shall be sold back to the Company by Stifel for holding in treasury for future reissue or for cancellation.
The Secondary Placing is conditional upon the above Secondary Placing Price representing no more than a 3 per cent. discount or premium to the NAV per share as at close of business on 23 June 2025, published on 24 June 2025, with such NAV per share calculated assuming that the Tender Offer has gone unconditional.
The expected timetable for completion of the Tender Offer and the Secondary Placing is below.
EXPECTED TIMETABLE OF EVENTS
|
Latest time and date for receipt of commitments under the Secondary Placing |
12.00 p.m. on 24 June 2025 |
|
Repurchase of Shares pursuant to the Tender Offer net of any shares placed under the Secondary Placing |
24 June 2025 |
|
Announcement of final results of the Tender Offer and the Secondary Placing |
24 June 2025 |
|
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares |
by 1 July 2025 |
|
Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares |
by 1 July 2025 |
Each of the times and dates in the expected timetable above may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an RIS announcement. All references are to London time unless otherwise stated.
Capitalised terms shall have the meaning attributed to them in the Circular dated 14 May 2025 unless otherwise defined in this announcement.
For further information, please contact:
|
Simon Cordery |
Edward Gibson-Watt |
|
Polar Capital Global Financials Trust plc Chair (contact via the Company Secretary) |
Stifel Nicolaus Europe Limited Corporate Broker
|
|
Tel. 020 7227 2742 |
Tel. 020 7663 3227 |
|
|
|
|
John 'Reg' Regnier-Wilson / Richard Oates |
Ed Gascoigne-Pees / Phoebe Pugh |
|
Polar Capital Investment Trust Sales
|
Camarco PR |
|
Tel. 020 7227 2725 |
Tel. 020 3757 4980 |
Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a regulatory information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, shares in the Company.
IMPORTANT INFORMATION
Stifel Nicolaus Europe Limited ("Stifel"), is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no-one else in relation to the Tender Offer or the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Stifel nor for providing advice in relation to the Tender Offer or the matters referred to in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Stifel may have under the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder.
ANY DECISION TO PARTICIPATE IN THE SECONDARY PLACING SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROPOSED PLACEE OF THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. NEITHER STIFEL NOR ANY OF THEIR AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS ANNOUNCEMENT OR THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.
In member states of the European Economic Area, any offer of the Ordinary Shares if made pursuant to the Secondary Placing ("Placing Shares") will be directed exclusively at persons who are "qualified investors" within the meaning of Article 2(E) of the Prospectus Regulation. For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (and amendments thereto). In the United Kingdom the Secondary Placing is available only to, and will be engaged in only with, persons who are "qualified investors" within the meaning of Article 2(E) of the Prospectus Regulation as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 and who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any the securities laws of any state of or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Placing Shares will be offered and sold solely in "offshore transactions" to institutional investors who are located outside the United States and are not US Persons within the meaning of and pursuant to Regulation S under the US Securities Act. No public offering of securities is being made in the United States.
Notice to US Shareholders
The Tender Offer is being made in the United States in accordance with the requirements of Regulation 14E under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act") to the extent applicable and otherwise in accordance with the requirements of UK legislation. The Tender Offer is not subject to the requirements of Regulation 14D under the US Exchange Act. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that may be different from those applicable under US domestic tender offer procedures and law.
In accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Company, its nominees, its brokers (acting as agents) or any of their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares in the Company outside the United States, other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices, or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and, if required, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.
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