Crystallisation of Bus. Unit
Polar Capital Holdings PLC
27 September 2007
Polar Capital Holdings plc
Crystallisation of Business Unit
Polar Capital Holdings plc ('Polar Capital' or the 'Company') announces the
crystallisation of the UK business unit and resultant issue of 5,608,649 new
ordinary shares which will occur over the next three years. This crystallisation
is expected to be immediately earnings enhancing for shareholders.
Background
As set out at the time of the Company's admission to AIM, Polar Capital has
structured its fund management operations in such a way that the fund management
teams are placed in separate business units. Each business unit is a separate
profit centre and the fund managers responsible receive each year a payment
which comprises a share of their unit's core operating profit (operating profit
before performance fees and related distributions) and performance fees.
In addition to the remuneration structure described above, each fund management
team is offered the prospect of an interest in the capital of the Company
through the purchase of an individual class of preference shares in Polar
Capital Partners Limited, a wholly owned subsidiary of the Company. These
preference shares have been structured in such a way as to become convertible
upon the occurrence of certain events known as crystallisation events into cash
or, at the option of the Company, ordinary shares at a ratio that is intended to
be earnings enhancing for the Group.
Upon the occurrence of a crystallisation event the fund managers concerned cease
to be eligible to receive their share of the business unit's core operating
profit and simultaneously going forward receive a reduced interest in their
performance fees.
UK business unit crystallisation
With effect from 31 March 2007 the UK business unit elected to crystallise their
preference shares and the Company has elected to satisfy the consideration by
the issue of new ordinary shares.
The Company will issue a total of 5,608,649 new ordinary shares spread over the
next three years, which will rank pari passu with the existing ordinary shares
at the time of issue, as follows:
28 September 2007 - 560,864 ordinary shares
31 March 2008 - 1,682,595 ordinary shares
31 March 2009 - 1,682,595 ordinary shares
31 March 2010 - 1,682,595 ordinary shares
The issue of these new ordinary shares together with options held by employees
will increase the diluted share capital to 77,792,049 ordinary shares, an
increase of 7.8%.
As a product of this crystallisation event, the historic interest that the UK
business unit had in its core profitability will revert to the Company and
similarly their interest in their performance fees will reduce. In the year
ended March 2007, the quantum of these interests accounted for a greater
proportion of the profits of the Company than the 7.8% dilution triggered by the
crystallisation event.
Application has been made for 560,864 ordinary shares to be admitted to trading
on AIM and dealings are expected to commence on 3 October 2007.
For further information contact:
Polar Capital Holdings plc
J B Mansell
Chief Operating Officer
020 7227 2700
Landsbanki Securities (UK) Limited
Ben Money-Coutts
020 7426 9000
This information is provided by RNS
The company news service from the London Stock Exchange
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