TIDMLSAA TIDMLSAB TIDMLSAD TIDMLSAE
RNS Number : 0981B
Life Settlement Assets PLC
04 June 2019
Life Settlement Assets PLC
LEI: 2138003OL2VBXWG1BZ27
(the "Company" or "LSA")
Tender Offer Circular
Further to the announcement on 14 May 2019 relating to the
return of capital to A, D and E Ordinary Shareholders, the Company
has today posted a Circular (the "Circular") in respect of the
proposed tender offer to A Ordinary Shareholders for up to
5,555,555 A Ordinary Shares and notice of a General Meeting.
INTRODUCTION AND BACKGROUND
On 7 January 2019 and 6 March 2019, the Company announced that
it had received notification of various policy maturities with an
aggregate face value of approximately US$35 million. In light of
these sizeable policy maturities (all of which have now been
verified, valued and collected), the Company announced proposals to
return capital to Shareholders, including the proposed Tender
Offer.
The implementation of the Tender Offer requires the Company to
obtain certain Shareholder approvals and the settlement of the
Tender Offer is conditional upon the Company having sufficient
distributable reserves to fund the purchase of A Ordinary Shares
that have been validly tendered.
The purpose of the Circular is to provide further details of the
Tender Offer and to convene the General Meeting and the A Ordinary
Share Class Meeting at which the relevant Shareholder approvals
will be sought.
THE TER OFFER
Size of the Tender Offer and Tender Price
Under the terms of the Tender Offer, Eligible A Ordinary
Shareholders will be able to tender up to 12.2 per cent. of the A
Ordinary Shares registered in their name on the Register as at the
Record Date (the "Basic Entitlement"), rounded down to the nearest
whole number of A Ordinary Shares. Eligible A Ordinary Shareholders
will also have the option to tender additional A Ordinary Shares,
but such excess tender will be satisfied only to the extent that
other Eligible A Ordinary Shareholders tender less than their Basic
Entitlement.
An Eligible A Ordinary Shareholder tendering up to its Basic
Entitlement will have its tender satisfied in full. Any Eligible A
Ordinary Shareholder tendering more than its Basic Entitlement (an
"Excess Application") will have its Excess Application satisfied to
the extent that there are sufficient remaining Available Shares.
Such Available Shares shall be apportioned to Eligible A Ordinary
Shareholders pro rata to their Excess Applications should other
Eligible A Ordinary Shareholders not tender the full amount of
their Basic Entitlement and as a result of Excluded A Ordinary
Shareholders not being permitted to participate in the Tender
Offer.
The Tender Price is at a discount of 17.6 per cent. to the Net
Asset Value per A Ordinary Share (as at 31 March 2019). Assuming
that the maximum number of A Ordinary Shares were acquired under
the Tender Offer, the purchase of A Ordinary Shares under the
Tender Offer would be expected to cause a small uplift in the Net
Asset Value per A Ordinary Share for A Ordinary Shareholders who
continue with their investment in A Ordinary Shares.
It is intended that, in relation to the special dividend
included within the current return of capital proposals, all A
Ordinary Shareholders regardless of the extent to which they
participate in the Tender Offer (or not) will be eligible for any
such special dividend, once declared, provided that they are on the
register of A Ordinary Shareholders on 28 June 2019, being the
expected record date for the special dividend.
Availability and Terms of the Tender Offer
The Tender Offer is available to Eligible A Ordinary
Shareholders on the Register as at the Record Date, which is close
of business on 6 June 2019.
The Tender Offer is not available to A Ordinary Shareholders
with a registered address in or who are located in a Restricted
Jurisdiction ("Excluded A Ordinary Shareholders"). It is the
responsibility of all Non-UK Shareholders to satisfy themselves as
to the observance of any legal requirements in their jurisdiction,
including, without limitation, any relevant requirements in
relation to the ability of such holders to participate in the
Tender Offer.
The Tender Offer is subject to certain conditions and may be
suspended or terminated in certain circumstances, as set out in the
Circular.
Implementation of the Tender Offer
In making the Tender Offer, Shore Capital will purchase the A
Ordinary Shares which have been validly tendered as principal by
means of an on-market purchase from tendering A Ordinary
Shareholders and will sell the tendered A Ordinary Shares acquired
by it on to the Company pursuant to the terms of the Repurchase
Agreement. All A Ordinary Shares acquired by the Company from Shore
Capital under the Repurchase Agreement will be cancelled.
Shareholder Approvals
The implementation of the Tender Offer requires the approval of
all Shareholders by way of a special resolution at the General
Meeting, as well as the approval of the A Ordinary Shareholders by
way of a special resolution at the A Ordinary Share Class Meeting.
The Resolutions permit the Company to effect the Tender Offer
subject to the terms and conditions of the Tender Offer and the
extent to which Eligible A Ordinary Shareholders tender their A
Ordinary Shares.
The authorities granted by the Resolutions will be separate and
in addition to the general ongoing authorities relating to
repurchases of Ordinary Shares.
SHARE PREMIUM ACCOUNT CANCELLATION
On 29 January 2018, as part of the preparations for the
admission to trading of the Company's shares on the London Stock
Exchange, the Company resolved that, subject to the confirmation of
the Court, the share premium account of the Company immediately
following Admission be cancelled, and the total amount standing to
the credit of the share premium account immediately following
Admission be credited to a reserve (the "Share Premium Account
Cancellation").
Implementation of the Tender Offer requires, amongst other
things, the Share Premium Account Cancellation to take place in
order to create sufficient distributable reserves in the Company.
Settlement of the Tender Offer is conditional on the Share Premium
Account Cancellation being confirmed by the Court and registered at
Companies House.
A claim form in respect of the Share Premium Account
Cancellation was filed with the Court on 29 May 2019 and it is
expected that confirmation and registration of the Share Premium
Account Cancellation will take place on 18 June 2019.
SHAREHOLDER MEETINGS
Notices convening the General Meeting and the A Ordinary Share
Class Meeting, to be held at
11.00 a.m. and 11.05 a.m. respectively on 3 July 2019, each at
the offices of Hogan Lovells
International LLP, Atlantic House, Holborn Viaduct, London EC1A
2FG, are set out in the Circular.
EXPECTED TIMETABLE
2019
Posting of Circular and Tender Forms 4 June
Record Date for the Tender Offer Close of business 6 June
Final hearing to confirm the Share Premium 18 June
Account Cancellation and expected date
of registration of the court order confirming
the Share Premium Account Cancellation
at Companies House
Confirmation of Share Premium Account As soon as practicable
Cancellation and repurchase date for following registration
successfully tendered A Ordinary Shares of the court order confirming
announced the Share Premium Account
Cancellation at Companies
House
Expected special dividend record date 28 June
Latest time and date for receipt of Proxy 11.00 a.m. on 1 July
Votes for the General Meeting
Latest time and date for receipt of Proxy 11.05 a.m. on 1 July
Votes for the A Ordinary Share Class
Meeting
Closing Date: latest time and date for 1.00 p.m. on 1 July
receipt of Tender Forms and TTE Instructions
in CREST
General Meeting 11.00 a.m. on 3 July
A Ordinary Share Class Meeting 11.05 a.m. on 3 July
Results of Tender Offer announced 3 July
Results of General Meeting and A Ordinary 3 July
Share Class Meeting announced
Expected repurchase date 4 July
Settlement Date: cheques despatched and Within 5 Business Days
CREST accounts credited with proceeds following the repurchase
in respect of successfully tendered A date for successfully tendered
Ordinary Shares and with uncertificated A Ordinary Shares
A Ordinary Shares not purchased
Despatch of balance share certificates Within 5 Business Days
in respect of A Ordinary Shares not purchased following the repurchase
date for successfully tendered
A Ordinary Shares
Each of the times and dates in the above timetable is subject to
change and may be extended or brought forward without further
notice. The Company will notify investors of any such changes to
these times and dates by making an announcement via a Regulatory
Information Service.
References to times are to London times unless otherwise
stated.
Defined terms used in this announcement have the meanings given
in the Circular unless the context otherwise requires.
Enquiries:
Acheron Capital Limited (Investment Manager)
Jean-Michel Paul
020 7258 5990
Shore Capital (Financial Adviser and Broker)
Robert Finlay
020 7601 6115
George Bayer / Kerry Higgins
Maitland Administration Services Limited
Company Secretary
Tel: 01245 209780
TB Cardew (Financial PR)
Shan Shan Willenbrock
020 7930 0777
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENKMGGVGDMGLZM
(END) Dow Jones Newswires
June 04, 2019 06:53 ET (10:53 GMT)
Life Settlement Assets (LSE:LSAA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Life Settlement Assets (LSE:LSAA)
Historical Stock Chart
From Apr 2023 to Apr 2024