Doc re. Proposed Placing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY INVESTMENTS IN ANY JURISDICTION.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF MARKET ABUSE REGULATION (EU) NO. 596/2014, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
26 January 2022
Polar Capital Global Financials Trust plc
LEI: 549300G5SWN8EP2P4U41
Proposed Placing
The Board of Polar Capital Global Financials Trust plc (the "Company") announces its intention to raise additional equity capital through the issue of new Ordinary Shares in the capital of the Company ("New Ordinary Shares") by way of a placing pursuant to the Company's existing Placing Programme (the "Placing").
The Company has issued, or re-issued from treasury, 69,250,000 Ordinary Shares over the 12 months to 25 January 2022 across a large number of transactions as well as issuing 122,000,000 C shares in June 2021 which converted to 76,555,000 Ordinary Shares in August 2021 and 15,150,000 new Ordinary Shares from the Company's AGM authority granted in March 2021. The Board understands that certain investors would welcome an additional opportunity to invest in the Company .
Investment Opportunity
The Company's board of directors (the "Directors" or the "Board"), as advised by Polar Capital LLP (the "Investment Manager"), believe that the Company is well positioned in the financials sector which saw a significant recovery in sentiment and stock prices over the course of 2021, as economies reopened and payout restrictions on banks were lifted. The Directors believe the sensitivity of the banking sector to increasing interest rates, rising inflation expectations and stronger economic growth will benefit the portfolio given the significant exposure of the portfolio to banks.
Details of the Placing
The New Ordinary Shares will be issued at a Placing Price which will be published on the day following the closing date of the Placing. The Placing Price will be set at a level equal to the unaudited net asset value, including current year income, per Ordinary Share as at the close of business on the closing date of the Placing, plus a premium of 1.5 per cent. This premium has been set at a level sufficient to cover expected costs of the Placing, such that NAV per share is not expected to be diluted as a result of the Placing.
The Placing will be made to qualified investors (as defined in Article 2(e) of the Prospectus Regulation) through the Company's broker, Stifel Nicolaus Europe Limited ("Stifel"), and will be subject to the terms and conditions of the Placing Programme set out in the Prospectus published by the Company on 12 May 2021.
The Placing will be launched immediately following this announcement.
To register interest in participating in the Placing, potential investors should communicate their applications for New Ordinary Shares by telephone to their usual sales contact at Stifel. The Placing is expected to close at 5.00 p.m. (London time) on 31 January 2022 but may close earlier or later at the discretion of the Company and Stifel.
The Company (after consultation with Stifel and the Investment Manager) reserves the right to scale back the number of Placing Shares subscribed by any Placee in the event of applications in excess of the maximum amount under the Placing.
All New Ordinary Shares will, when issued and fully paid, include the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.
Application for Admission
Application will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to the premium segment of the Official List and to the London Stock Exchange plc for admission of the New Ordinary Shares to trading on its main market for listed securities (the "Main Market"), (together, "Admission"). It is expected that Admission will become effective, and that dealings in the New Ordinary Shares on the Main Market will commence, on or around 3 February 2022. A further 378,000,000 Ordinary Shares and/or C Shares can be issued in aggregate in this and any future Subsequent Placings under the Company's Placing Programme pursuant to the Prospectus published by the Company on 12 May 2021.
Expected timetable
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Closing date of the Placing: latest time and date for receipt of Placing commitments |
5.00 p.m. on 31 January 2022 |
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Announcement of Placing Price and result of the Placing |
1 February 2022 |
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Trade date: New Ordinary Shares issued to investors on a T+2 basis |
1 February 2022 |
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Settlement, Admission and commencement of dealings in New Ordinary Shares |
8.00 a.m. on 3 February 2022 |
The timetable is subject to change at the discretion of the Company and Stifel. If any of the above times and/or dates change, the revised times and/or dates will be notified to shareholders by announcement through a Regulatory Information Service. References to time in this announcement are to London time.
Terms used and not defined in this announcement bear the meaning given to them in the Prospectus.
Renewal of shareholder authorities for issuance of Ordinary Shares on a non pre-emptive basis
As stated above, the Placing will be carried out pursuant to the Company's existing Placing Programme, and the shareholder issuance authorities granted in 2021 in respect of that Placing Programme. These shareholder authorities are separate from and in addition to the shareholder issuance authorities as granted at the last annual general meeting of the Company, held on 30 March 2021.
Contact details for queries:
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Polar Capital Global Financials Trust plc
Chairman: Robert Kyprianou
Company Secretary: Tracey Lago, FCG
Tel: 020 7227 2700
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Polar Capital LLP Investment Manager
Sales: John "Reg" Regnier-Wilson
Co-Investment Manager: Nick Brind
Tel: 020 7227 2700
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Stifel Nicolaus Europe Limited
Corporate: Mark Bloomfield Jonathan Wilkes-Green Jack McAlpine
Sales: Phil Hopkins Jonathan Crabtree Hugh Middleton
Tel: 020 7710 7600
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IMPORTANT NOTICES
This communication is only addressed to, and directed at, persons in the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation ("Qualified Investors"). For the purposes of this provision, the expression "UK Prospectus Regulation" means the UK version of the EU Prospectus Regulation (2017/1129/EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. In the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in the United Kingdom, by persons who are not Qualified Investors.
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 published by the Company on 12 May 2021 in connection with the admission of the shares in the capital of the Company to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc's main market for listed securities (the "Prospectus"). Copies of the Prospectus are available from the Company's website.
This announcement is not an offer to sell or a solicitation of any offer to buy the securities of the Company (such securities being the "Securities") in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction where such offer or sale would be unlawful.
The Company has not been and will not be registered under the US Investment Company Act of 1940 ("Investment Company Act") and, as such, holders of the Securities will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The Securities have not been and will not be registered under the US Securities Act of 1933 ("Securities Act)", or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act ("US Persons") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. No public offering of the Securities is being made in the United States.
Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Investment Manager, Stifel or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.
Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in the Prospectus and in this announcement are targets only. There is no guarantee that any returns set out in the Prospectus and in this announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement. Past performance cannot be relied on as a guide to future performance.
The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.
Each of the Company, the Investment Manager and Stifel and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
Stifel is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Stifel is acting for the Company and no one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Stifel or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.
No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within the FCA's PROD3 Rules on product governance within the FCA Handbook (the "FCA PROD3 Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the FCA PROD3 Rules) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares to be issued pursuant to the Placing are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Glossary; and (ii) eligible for distribution through all distribution channels as are permitted by the FCA PROD3 Rules (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: (i) the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; (ii) the New Ordinary Shares offer no guaranteed income and no capital protection; and (iii) an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses which may be equal to the whole amount invested from such an investment. Accordingly, typical investors in the New Ordinary Shares are expected to be institutional investors, private clients through their wealth managers, experienced investors, high net worth investors, professionally advised investors and knowledgeable unadvised retail investors who have taken appropriate steps to ensure that they understand the risks involved in investing in the Company. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sponsor will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA PROD3 Rules; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares when determining appropriate distribution channels.
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