TIDMATY
RNS Number : 5050U
Athelney Trust PLC
07 April 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR
THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY
CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED
PLACING. THIS ANNOUNCEMENT IS NOT A CIRCULAR AND INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY NEW ORDINARY SHARES REFERRED TO
IN THIS ANNOUNCEMENT
THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN
IS BEING MADE IN THE UNITED STATES AND THE COMPANY DOES NOT
CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES
ACT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN
OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES.
ATHELNEY TRUST PLC
("Athelney Trust" or the "Company")
Placing of New Ordinary Shares
Highlights
-- Gross funds raised at 233.2 pence per share
-- Net funds raised of approximately GBP390,000
Robin Boyle, Managing Director of Athelney Trust, commented: "I
am pleased that, in a difficult time for raising money as the 23
June referendum looms nearer, Athelney Trust has raised a sum which
can be invested in a group of shares which I believe to be
mis-priced."
Further to the announcement by the Company on 29 March 2016, the
Board of Athelney Trust is pleased to announce a Placing raising
approximately GBP407,000 (before expenses) through the issue of
174,800 ordinary shares of nominal value 25 pence each ("New
Ordinary Shares") by way of a placing to certain investors at the
placing price of 233.2 pence per New Ordinary Share (the "Placing
Price"). The Placing Price represents a premium of 8.5 per cent. to
the closing mid-market price of 215 pence on 6 April 2016 (being
the latest practicable date prior to this announcement) and is
equal to the Company's net asset value of 233.2 pence as at 31
March 2016, as reported on 1 April 2016.
For further information please contact:
Robin Boyle, Managing Director, Athelney Trust PLC 020 7628
7937
Background to and reasons for the Placing.
The object of the private placing is to increase the overall
size of the Company without incurring substantial fees, without
significant dilution to existing investors, to improve liquidity
thus making dealings easier to carry out and to make new, promising
investments without having to carry out sales of the current
portfolio.
Use of proceeds
The Company intends to invest the net proceeds of the Placing,
estimated to be approximately GBP390,000, in accordance with its
stated investment policy of investing predominantly in smaller
quoted companies which the Board considers have prospects of
capital growth and the potential to provide a steadily rising
dividend in future.
Information on the Placing
The Company is raising approximately GBP407,000 (before
expenses) by way of a placing of 174,800 New Ordinary Shares at a
price of 233.2 pence per New Ordinary Share. The New Ordinary
Shares will represent approximately 8.1 per cent. of the enlarged
share capital of the Company. The Placing Price represents a
premium of 8.5 per cent. to the closing price of 215 pence on 6
April 2016 (being the latest practicable date prior to this
announcement).
Payment in respect of the New Ordinary Shares is due on or
before 20 April 2016. The New Ordinary Shares will, on payment, be
issued credited as fully paid and will rank pari passu in all
respects with the existing issued ordinary shares in the capital of
the Company, save that they will not be entitled to receive the
final dividend of 7.9p per share announced on 4 March 2016 and
(subject to shareholder approval at the 2016 Annual General Meeting
on 7 April 2016) payable on 14 April 2016. They will be issued free
of any right of pre-emption, encumbrance, third party right or
interest and will be issued with clear legal and beneficial
title.
The New Ordinary Shares are not being made available to the
public and are not being offered or sold in any jurisdiction where
it would be unlawful to do so.
Application will be made to the FCA and to the London Stock
Exchange for the New Ordinary Shares to be admitted to the premium
segment of the Official List and to trading on the London Stock
Exchange's main market for listed securities, respectively. It is
expected that admission of the New Ordinary Shares ("Admission")
will become effective on 21 April 2016.
Immediately following Admission, the Company will have 2,157,881
Ordinary Shares in issue. Since the Company currently holds no
shares in treasury, the total number of voting rights in the
Company immediately following Admission is therefore 2,157,881.
Current trading and prospects
The unaudited net asset value of Athelney Trust at 31 March 2016
was 233.2p, which represents a total return (i.e. decline in NAV
plus dividend) of -1.6 per cent for the first quarter of 2016,
whereas the FTSE Small Cap index fell by 2 per cent over the same
period. Prospects are difficult to call with the referendum only a
few weeks away but, assuming a positive vote to stay in the EU, the
Board considers that the remaining months of the year should show a
modest recovery in the Company's portfolio of investments.
Related party transactions
As part of the Placing, Robin Boyle, Simon Moore and Global
Masters Fund are subscribing for 10,000, 6,300 and 21,850 New
Ordinary Shares respectively, at the Placing Price.
Under the Listing Rules Robin Boyle and Simon Moore (as
directors of the Company) and Global Masters Fund (a substantial
shareholder of the Company) are regarded as related parties of the
Company. In addition Dr E C Pohl, Chairman of the Company, is
deemed to be interested in the shares held by Global Masters Fund
(see note 1 below). As such, the participation of Robin Boyle,
Simon Moore and Global Masters Fund in the Placing are deemed to be
related party transactions.
As these placees are related parties of the Company under the
Listing Rules, the participation in the Placing by these placees
are individual transactions to which Listing Rule 11.1.10R
applies.
Directors' Shareholdings
Following the Placing and Admission, the interests of the
directors in the Company's Ordinary Shares are expected to be as
follows
R.G Boyle 428,705 (representing
19.87% of the enlarged
issued share capital following
the Placing)(2)
Dr E.C Pohl Nil(1)
S Moore 32,000 (representing 1.48%
of the enlarged issued
share capital following
the Placing)
Notes:
1. Dr E C Pohl is the sole beneficial owner of E C Pohl & Co
Pty Limited, which owns 54.1% of the issued share capital of Global
Masters Fund Limited on behalf of itself and clients whose
portfolios it manages. Global Masters Fund Limited has agreed to
acquire 21,850 New Ordinary Shares in the Placing and accordingly
will hold 297,359 shares in the Company.
2. Included within R.G Boyle's holding is an interest in
Trehellas House Limited, a company which holds 391,600 ordinary
shares representing 18.1 per cent of the company's share capital.
R.G. Boyle has separately entered into an agreement with E C Pohl
& Co giving E C Pohl & Co on behalf of its client Global
Masters Fund a right of first refusal to such number of shares
owned by Trehellas House Limited as shall when taken with their
existing holding not exceed 29.9% of the issued equity share
capital of the company. The price for any such sale and purchase
has been agreed at the net tangible asset value of each share as
determined by the most recent published statement. This agreement
amounts to a right of first refusal only and there is no obligation
on Trehellas House Limited to sell its shares at any particular
time nor, Trehellas House Limited having determined to sell those
shares, any obligation on E C Pohl & Co to buy.
Substantial Shareholders
Following the Placing and Admission, in addition to the
Directors' holdings referred to above, the following shareholdings
are expected to represent greater than 3% of the Company's issued
share capital:
Ordinary Shares % of issued
capital
Global Masters Fund 297,359 13.8
Mr G.W. & Mrs D.J. Whicheloe 104,000 4.8
NS Salvesen and Salvesen
Family Trust 87,500 4.1
P G Grodzinski 85,000 3.9
Mrs E Davison 75,000 3.5
Expected timetable of principal events
Announcement of the Placing 7 April 2016
Admission and commencement of dealings in the New Ordinary 08.00 a.m. on
Shares 21 April 2016
CREST accounts credited with New Ordinary Shares in uncertificated 08:00 a.m. on
form 21 April 2016
Notes:
(1) References to times in this Announcement are to London time
(unless otherwise stated).
(2) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
(MORE TO FOLLOW) Dow Jones Newswires
April 07, 2016 06:17 ET (10:17 GMT)
(3) The dates and timing of the events in the above timetable
and in the rest of this Announcement is indicative only and may be
subject to change.
This information is provided by RNS
The company news service from the London Stock Exchange
END
POSSSMFSWFMSEFL
(END) Dow Jones Newswires
April 07, 2016 06:17 ET (10:17 GMT)
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