TIDMCAEL
RNS Number : 6479Z
Cazenove Absolute Equity Limited
19 March 2012
CAZENOVE ABSOLUTE EQUITY LIMITED
(a closed-ended investment company incorporated in Guernsey
with
registration number 45520 )
19 March 2012
Tender Offer
Cazenove Absolute Equity Limited Limited (the "Company") has
today published a circular (the "Circular") providing details of
proposals relating to a tender offer and the other matters to be
approved at an extraordinary general meeting of the Company on 13
April 2012.
Key extracts from the Circular are set out below. Shareholders
will be sent a full copy of the Circular and additional copies will
be available on the Manager's website www.cazenovecapital.com.
A copy of the Circular will also be submitted to the National
Storage Mechanism and will be available for inspection at:
www.hemscott.com/nsm.do.
Enquiries:
Corporate Broker
David Benda - Numis Securities Limited
Tel: 020 7260 1000
Company Secretary
Northern Trust International Fund Administration Services
(Guernsey) Limited
Tel: 01481 745381
Key Extracts from the Circular
LETTER FROM THE CHAIRMAN
Tender Offer by Numis Securities Limited
1. Introduction
At the time of the last annual general meeting of the Company
held on 24 June 2011, the Board set out its intention to undertake
tender offers as part of a discount control mechanism in certain
circumstances. The Proposals set out in this Circular also include
the approval of the waiver granted by the Panel of the obligation
that would otherwise arise on Cazenove Capital and Andrew Ross to
make a general offer to the Company's Shareholders pursuant to Rule
9 of the Takeover Code as a result of the Tender Offer (the "Waiver
Proposal").
In compliance with Companies Law, the Tender Offer is subject to
Shareholder approval. The Waiver Proposal is subject to Shareholder
approval pursuant to the Takeover Code. The requisite approvals
will be sought at an Extraordinary General Meeting of the Company
to be held on 13 April 2012. Notice of the EGM is set out at the
end of this document.
A full explanation of the terms and conditions of the Tender
Offer is set out in Part III of this document.
The purpose of this document is to provide you with full details
of the Proposals, to explain why your Board considers the Proposals
to be in the best interests of the Company and its Shareholders as
a whole and to recommend that you vote in favour of the Resolutions
required to implement the Proposals to be proposed at the
Extraordinary General Meeting.
2. Background to and reasons for the Proposals
At the last annual general meeting of the Company, which took
place on 24 June 2011, the Shareholders approved, amongst other
things, the continuation of the Company. The AGM Circular set out
the Board's proposals to undertake tender offers as a discount
control mechanism in certain circumstances. The AGM Circular stated
that, if, in any three month period ending 31 January, 30 April, 31
July and 31 October in each year, the average weekly discount to
NAV at which the Shares trade exceeds five per cent., the Board
may, in its absolute discretion, propose a tender offer allowing
those Shareholders on the Register at the start of the relevant
three month period to tender up to 25 per cent. of their holding at
a tender price equivalent to NAV (as at the date of the tender)
less two per cent. and less the costs of the tender offer.
The Board believes that the Tender Offer will benefit the
Shareholders by having the potential to improve the level of
discount to NAV at which the Shares trade. In addition, the
Shareholders will benefit through having the ability to tender for
cash a significant portion of their holding of Shares in the event
that the Shares trade on average at a discount in excess of five
per cent. over a three month period, subject to Board
discretion.
When considering whether or not to tender any of their holding
Shareholders should be aware that earlier this month both of the
underlying funds in which the Company is invested reached a point
at which the Manager has always indicated that it would review
capacity with a view to restricting inflows going forward. While a
degree of flexibility has been retained concerning small top ups to
offer some additional capacity if redemption orders are received in
the future the Manager has indicated that it is discouraging
further subscriptions from investors in the underlying funds.
3. The Tender Offer
As set out in Part II of this document, Numis is inviting
Shareholders to tender up to 25 per cent. of their shareholding
which represents Shareholders' Basic Entitlement. Shareholders
will, however, be entitled to tender any percentage of their
holdings for purchase under the Tender Offer, but tenders in excess
of the Basic Entitlement will only be satisfied, on a pro rata
basis, to the extent that other Shareholders tender less than their
Basic Entitlement. Tenders will be rounded down to the nearest
whole number of Shares. The Tender Offer is subject to the
conditions set out below. The results of the Tender Offer are
expected to be announced in the week commencing 16 April 2012
General
The Tender Offer is being made by Numis Securities Limited.
Subject as referred to above, Numis Securities Limited will
purchase the Shares tendered as principal and, following the
completion of all those purchases, sell the tendered Shares on to
the Company at the Repurchase Price by way of an on-market
transaction pursuant to the terms of the Repurchase Agreement.
Those Shares which the Company acquires from Numis Securities
Limited will be cancelled on acquisition. All transactions will be
carried out on the London Stock Exchange.
The on-market acquisition of Shares by the Company pursuant to
the Repurchase Agreement will require approval by Shareholders by
special resolution at an Extraordinary General Meeting, which is to
be held at 10.00 a.m. on 13 April 2012. The Tender Offer is also
subject to certain conditions set out in paragraph 2 of Part III of
this document. In addition, the Tender Offer may be suspended or
terminated in certain circumstances as set out in paragraph 2 of
Part III of this document.
The Company's existing Buyback Authority to repurchase its own
Shares, which was granted at the 2011 annual general meeting in
respect of up to 14.99 per cent. of the Issued Share Capital
(excluding Shares held in treasury) as at the date of that meeting
(equivalent to 7,765,424 Shares), will remain in force and
unaffected by the Tender Offer. Pursuant to this authority, as at
the Latest Practicable Date, the Company had made no market
purchases for cancellation Shares and is therefore still able to
purchase 7,765,424 Shares, representing 14.99 per cent. of the
Issued Share Capital, under such authority.
The Board has undertaken not to utilise the existing Buyback
Authority in respect of more than 14.92 per cent. of the Issued
Share Capital (based on the number of Shares in issue at the time
of the AGM), as, following the Company acquiring 25 per cent. of
the current Issued Share Capital pursuant to the Tender Offer
following approval of the Tender Resolution, if the Board
additionally utilised the existing Buyback Authority in respect of
in excess of 14.92 per cent. of the Issued Share Capital (based on
the number of Shares in issue at the time of the AGM), Andrew Ross
and Cazenove Capital would, if neither of them participated in the
Tender Offer or sold shares to the Company under the Buyback
Authority, between them be interested in Shares carrying more than
50 per cent. of such voting rights and therefore any further
increase in that aggregate interest in Shares would not be subject
to the provisions of Rule 9.
Significant repurchases of Shares pursuant to the Tender Offer
could increase Cazenove Capital's aggregate holding of the
Company's Voting Rights above 30 per cent., and, absent the passing
of the Waiver Resolution, Cazenove Capital would therefore be
required to make a mandatory offer for the remainder of the Shares
in accordance with Rule 9 of the Code. Accordingly, the Board has
applied to the Takeover Panel for a waiver of Rule 9 under Rule 37
of the Code (as it did in advance of the Company's last annual
general meeting in connection with the Company's general share
buyback authority). Further details of this Waiver are set out
below under the heading "The Waiver Proposal". The passing of the
Tender Resolution at the EGM is conditional upon the passing of the
Waiver Resolution, which is described below.
Shareholders' attention is drawn to the letter from Numis
Securities Limited set out in Part II of this document and to Part
III of this document which, together with the accompanying Tender
Form and Tender Instruction, constitute the terms and conditions of
the Tender Offer. Details of how to tender Shares can be found in
paragraph 4 of Part III of this document.
Repurchase Price
The Manager will realise as much of the Company's portfolio as
is necessary, when added to any existing cash reserves of the
Company, to meet the cash requirements of the Tender Offer. The
Repurchase Price will be 98 per cent. of the Net Asset Value per
Share as at the Calculation Date and after deduction of the costs
of the Tender Offer. The 2 per cent. discount to the Net Asset
Value per Share represented by the Repurchase Price compares with
the current discount to estimated Net Asset Value at which the
Shares trade being 4.3 per cent. on the Latest Practicable Date
(based on the estimated NAV per Share of 130.67p as at 29 February
2012). Therefore, the Board believes that Continuing Shareholders
should receive a small uplift in Net Asset Value by virtue of the 2
per cent. discount at which Shares are to be repurchased.
Based on the estimated NAV per Share as at the Latest
Practicable Date, if more than 3.2 per cent. of the Issued Share
Capital is repurchased pursuant to the Tender Offer, the Board
expects that all of the costs of the Tender Offer will be borne by
those Shareholders who tender Shares. Based on the estimated NAV
per Share as at the Latest Practicable Date, if less than 3.2 per
cent. of the Issued Share Capital is repurchased, it is expected
that some of the costs will be borne by the Company to ensure that
those Shareholders who tender Shares do not suffer more than an
aggregate 5 per cent. deduction from the Net Asset Value on the
Calculation Date.
Further details of the calculation of the Repurchase Price are
set out in paragraph 3 of Part III of this document.
Conditions of the Tender Offer
The Tender Offer is subject to the passing of the Tender
Resolution, the passing of the Waiver Resolution, and to certain
other conditions set out in paragraph 2 of Part III of this
document. In addition, the Tender Offer may be suspended or
terminated in certain circumstances, as set out in paragraph 2 of
Part III of this document.
4. The Waiver Proposal
Background
The Company is seeking authority, pursuant to section 315 of the
Companies Law, to make one or more market acquisitions of Shares,
provided that the maximum number of Shares that the Company is
authorised to acquire is 25 per cent. of Shares in issue (excluding
Shares held in treasury) at the time the authority is granted,
being at the Extraordinary General Meeting. As discussed above, if
the Company were to acquire 25 per cent. of Shares in issue
(excluding Shares held in treasury) pursuant to the Tender Offer
(with Cazenove Capital not participating), Cazenove Capital's
shareholding of 10,705,102 Shares would be unchanged, but would at
completion of the Tender Offer represent 36.74 per cent. of the
reduced Issued Share Capital.
The Takeover Code
As a Guernsey company which has its Shares admitted to trading
on the Main Market of the London Stock Exchange, the Company is
subject to the Code.
Under Rule 9 of the Code, any person who acquires an interest
(as defined in the Code) in shares which, taken together with
shares in which he is already interested in and which persons
acting in concert with him are interested, carry 30 per cent. or
more of the voting rights of a company which is subject to the
Code, that person is normally required to make a general offer to
all the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in
concert with him, is interested in shares which in aggregate carry
not less than 30 per cent. of the voting rights of such a company,
but does not hold shares carrying more than 50 per cent. of such
voting rights, a general offer will normally be required if any
further interests in shares are acquired by any such person or if
such percentage interest increases by virtue of a reduction in the
number of shares in issue, such as following a tender offer or
share buyback.
An offer under Rule 9 of the Code must be made in cash and at
the highest price paid by the person required to make the offer, or
any person acting in concert with him, for any interest in shares
of the company during the 12 months prior to the announcement of
the offer.
Andrew Ross and Cazenove Capital Management Limited (described
below) are deemed to be acting in concert for the purposes of the
Code. Cazenove Capital currently holds 10,705,102 Shares in the
Company (this figure is inclusive of the 66,000 Shares in the
Company held by Andrew Ross who is a non-executive Director of the
Company and the chief executive officer of Cazenove Capital). Such
Shares represent, in aggregate, 27.55 per cent. of the Company's
current Voting Rights. If the Company were to acquire 25 per cent.
of the Issued Share Capital pursuant to the Tender Offer (with
Cazenove Capital not participating), Cazenove Capital and Andrew
Ross would between them remain interested in 10,705,102 Shares
albeit now representing approximately 36.74 per cent. of the Issued
Share Capital. These figures are based on the assumptions that:
* Cazenove Capital does not sell any of its Shares between the
date of this Circular and the EGM;
* the Company acquires 25 per cent. of the Issued Share Capital
pursuant to the Tender Offer and Cazenove Capital does not
participate by selling any Shares; and
* the reduced Issued Share Capital (excluding Shares held in
treasury) following completion of the Tender Offer is equivalent to
29,139,769 Shares.
A table showing the respective individual interests in Shares of
Andrew Ross and Cazenove Capital if the Company were to acquire 25
per cent. of the Issued Share Capital pursuant to the Tender Offer
(with Cazenove Capital not participating) is set out in Part V of
this Circular.
The Panel has agreed, however, to waive the obligation to make a
general offer that would otherwise arise as a result of the Company
acquiring 25 per cent. of the Issued Share Capital pursuant to the
Tender Offer, subject to the approval of the Independent
Shareholders on a poll. Accordingly, a resolution (for the approval
of the Waiver) is being proposed at the EGM, and will be taken on a
poll. Neither Cazenove Capital nor Andrew Ross will be entitled to
vote on the Waiver Resolution.
In the event that the Company acquires 25 per cent. of the
Issued Share Capital pursuant to the Tender Offer following
approval of the Tender Resolution (with Cazenove Capital not
participating), Andrew Ross and Cazenove Capital will between them
be interested in Shares carrying 30 per cent. or more of the
Company's voting Share capital but will not hold Shares carrying
more than 50 per cent. of such voting rights and (for so long as
they continue to be treated as acting in concert) any further
increase in that aggregate interest in Shares will be subject to
the provisions of Rule 9.
Cazenove Capital and deemed concert party
Cazenove Capital Management Limited is an independent asset
management company registered in England with company number
03017060 and has its registered address at 12 Moorgate, London,
EC2R 6DA. Cazenove Capital has GBP165.0 billion worth of assets
under management as at 31 December 2011. Andrew Ross and Cazenove
Capital Management Limited are deemed to be acting in concert for
the purposes of the Code. Andrew Ross is a non-executive Director
of the Company and the chief executive officer of Cazenove Capital.
Further information on Cazenove Capital is set out in Part V of
this Circular.
Intentions of the Directors
The Directors anticipate that they will continue to seek
authority from the Shareholders on an annual basis to renew the
Buyback Authority and will if required continue to seek Independent
Shareholder approval of a waiver of any Rule 9 obligation which may
otherwise arise. In addition, and in the event that the Directors
determine to propose one or more further tender offers to
Shareholders, they will look to seek Independent Shareholder
approval of a waiver of any Rule 9 obligation that may arise as a
consequence of such tenders.
Intentions of the Directors
The Directors anticipate that they will continue to seek
authority from the Shareholders on an annual basis to renew the
Buyback Authority and will if required continue to seek Independent
Shareholder approval of a waiver of any Rule 9 obligation which may
otherwise arise. In addition, and in the event that the Directors
determine to propose one or more further tender offers to
Shareholders, they will look to seek Independent Shareholder
approval of a waiver of any Rule 9 obligation that may arise as a
consequence of such tenders.
5. Taxation
Shareholders who sell Shares in the Tender Offer may, depending
on their individual circumstances and subject to the availability
of any exemption or relief, incur a liability to taxation. UK
resident Shareholders should be aware that HMRC may seek to treat
part of the disposal proceeds of their Shares as income. The
attention of Shareholders is drawn to Part IV of this document,
which sets out a general guide to certain aspects of UK taxation
law and HMRC published practice. This information is a general
guide and is not exhaustive. Shareholders should seek advice in
relation to their own specific circumstances.
Shareholders who are in any doubt as to their tax position
should seek advice from an appropriately qualified
professional.
6. Overseas Shareholders and Excluded Shareholders
Before participating in the Tender Offer, Shareholders with an
address outside the United Kingdom or who are resident outside the
United Kingdom should satisfy themselves that they are lawfully
entitled to participate in the Tender Offer and should ensure full
observance of the laws of any relevant territory in connection
therewith (including obtaining any requisite consents, observing
any other applicable formalities and paying any taxes required to
be paid in such territory). Tender Forms will not be sent to
Excluded Shareholders and the Tender Offer may not be accepted from
within the United States, Canada, Australia, South Africa or
Japan.
Shareholders with registered or mailing addresses overseas or
who are citizens of, or nationals of, or residents in, a
jurisdiction other than the United Kingdom should read paragraph 9
of Part III.
7. Expenses
The expenses payable by the Company in connection with the
Proposals are estimated not to exceed GBP50,000. For illustrative
purposes, assuming that the Tender Offer is fully subscribed and
taking the fixed discount of 2 per cent.and the estimated expenses
into account, the Repurchase Price would have been 127.5419p based
on the announced estimated NAV per Share of 130.67p as at 29
February 2012.
8. Extraordinary General Meeting
The implementation of the Proposals requires Shareholder
approval. A notice convening an Extraordinary General Meeting of
the Company, which is to be held at Trafalgar Court, Les Banques,
St Peter Port, Guernsey GY1 3QL at 10.00 a.m. on 13 April 2012, is
set out at the end of this document. The Resolutions to be proposed
at the EGM are the Waiver Resolution and, subject to the passing of
the Waiver Resolution, the Tender Resolution.
The Waiver Resolution will be proposed as an ordinary
resolution. In order to comply with the Code it must be taken on a
poll and Cazenove Capital Management Limited and Andrew Ross must
not vote. The Tender Resolution will be proposed as a special
resolution.
The Directors intend to use the authority granted by the Tender
Resolution for the purpose of effecting the Tender Offer. The
authority conferred by the Tender Resolution will be in addition
to, and not in substitution for, the Company's existing Buyback
Authority.
9. Action to be taken
Shareholders
Form of Proxy
Whether or not you wish to tender your Eligible Shares under the
Tender Offer, and regardless of whether you intend to be present at
the Extraordinary General Meeting, you are requested to complete
and return the accompanying Form of Proxy in accordance with the
instructions set out therein, so as to be received by Computershare
Investor Services (Jersey) Limited as soon as possible, and in any
event not later than 10.00 a.m. on 11 April 2012. The completion
and return of the Form of Proxy will not prevent Shareholders from
attending the EGM and voting in person should they wish to do
so.
Tender Offer
Shareholders who hold their Eligible Shares in certificated form
and who wish to participate in the Tender Offer should complete the
Tender Form in accordance with the instructions set out therein and
return the completed Tender Form by post or by hand (during normal
business hours only) to Computershare Investor Services PLC by no
later than 10.00 a.m. on 11 April 2012, and they should also return
the share certificate(s) and/or other documents of title in respect
of the Eligible Shares tendered. A reply-paid envelope is enclosed
for your convenience (for use within the UK only).
Shareholders who hold their Eligible Shares in uncertificated
form (that is, in CREST) and who wish to participate in the Tender
Offer should take the appropriate action in CREST to tender their
Eligible Shares and should arrange for the relevant Eligible Shares
to be transferred to escrow by no later than 10.00 a.m. on 11 April
2012, as described in paragraph 4.2 of Part III of this
document.
Shareholders who wish to continue with their existing investment
in the Company should not return a Tender Form or tender their
Eligible Shares through CREST.
10. Recommendation
The Waiver Resolution
The Independent Directors, who have been so advised by Numis,
consider the Waiver Resolution to be fair and reasonable and in the
best interests of the Independent Shareholders and the Company as a
whole. In providing advice to the Independent Directors, Numis has
taken account of the commercial assessments of the Independent
Directors. Accordingly, the Independent Directors unanimously
recommend that the Independent Shareholders vote in favour of the
Waiver Resolution at the EGM, as they intend to do in respect of
their own beneficial shareholdings of 20,000 Shares, representing
0.04 per cent. of the current Voting Rights.
The Tender Resolution
The Board as a whole considers the Tender Resolution to be fair
and reasonable and in the best interests of Shareholders,
Independent Shareholders and the Company as a whole. Accordingly,
the Board unanimously recommends that you vote in favour of the
Tender Resolution at the EGM, as they intend to do in respect of
their own beneficial shareholdings of 86,000 Shares, representing
0.17 per cent. of the current Voting Rights.
The Board make no recommendation to Shareholders as to whether
or not they should tender their Eligible Shares in the Tender
Offer. The Directors do not intend to tender any of their own
Shares. Whether or not Shareholders decide to tender their Eligible
Shares will depend, amongst other factors, on their view of the
Company's prospects and their own individual circumstances,
including their own tax position.
Yours sincerely,
John Edward Hallam
Chairman
EXPECTED TIMETABLE
2011
Record Date for the Tender Offer
Close of business on 31 October
2012
Latest time and date for receipt of Forms of Proxy for the
EGM
10.00a.m. on 11 April
Latest time and date for receipt of Tender Forms and TTE
Instructions (Closing Date)
10.00a.m. on 11 April
Extraordinary General Meeting
10.00a.m. on 13 April
Announcement Date
Week commencing 16 April
Distribution of Repurchase Price of Repurchased Shares;
crediting of CREST accounts and despatch of cheques
Week commencing 23 April
Despatch of balancing Share certificates and TFE messages in
respect of any unpurchased Eligible Shares
Week commencing 23 April
Note: All times are London times. Times and dates are subject to
change.
LETTER FROM NUMIS SECURITIES LIMITED
1. Tender Offer
As explained in the letter from your Chairman in Part I of this
document, Shareholders are being given the opportunity to tender
some or all of their Eligible Shares for purchase in the Tender
Offer on the basis set out below and in Part III of this document.
The purpose of this letter is to set out the principal terms and
conditions of the Tender Offer.
Numis hereby invites Shareholders on the Register on the Record
Date (other than Excluded Shareholders) to tender Eligible Shares
for purchase by Numis for cash at a price per Share equal to the
Net Asset Value per Share less a discount of two per cent. and less
the costs of the Tender Offer as at the Calculation Date.
Shareholders will be entitled to sell their Basic Entitlement
being such number of Eligible Shares (rounded down to the nearest
whole number) as represents 25 per cent of their registered holding
as at the Closing Date. In addition, Shareholders may tender less
than their Basic Entitlement or in excess of their Basic
Entitlement but such excess tenders will only be satisfied to the
extent that other Shareholders have not tendered all or any part of
their Basic Entitlement. Tenders in excess of the Basic Entitlement
will be satisfied pro rata in proportion to the excess over the
Basic Entitlement tendered, rounded down to the nearest whole
number of Shares.
Tenders will be accepted for up to 9,713,256 Shares,
representing approximately one quarter of the current Issued Share
Capital (excluding Shares held in treasury). The Tender Offer is
made on the terms and subject to the conditions set out in Part III
of this document and the accompanying Tender Form, and those terms
and conditions are deemed to be incorporated herein and form part
of the Tender Offer.
This letter is not a recommendation to Shareholders to sell or
tender their Eligible Shares and Shareholders are not obliged to
tender any Eligible Shares. Shareholders who wish to continue their
investment in the Company should not return their Tender Form or
tender their Eligible Shares through CREST.
2. Key Elements of the Tender Offer
The key elements of the Tender Offer are as follows:
* the Company will continue to be admitted to the Official List
of the UK Listing Authority and to trading on the Main Market of
the London Stock Exchange;
* the Tender Offer is for a maximum of 9,713,256 Shares;
* Shareholders are invited to tender none, some or all of their
Eligible Shares at the Repurchase Price;
* tenders in excess of a Shareholder's Basic Entitlement will
only be satisfied to the extent that other shareholders have not
tendered all or part of their Basic Entitlement. Tenders in excess
of the Basic Entitlement will be satisfied pro rata in proportion
to the excess over the Basic Entitlement tendered, rounded down to
the nearest whole number of Shares;
* Eligible Shares will be acquired at the Repurchase Price;
* Eligible Shares will be acquired by Numis as principal and
subsequently repurchased by the Company in an on-market
transaction;
* the Tender Offer will only be open to Shareholders (other than
Excluded Shareholders) on the Register at the close of business on
31 October 2011 (the Record Date) in respect of their Eligible
Shares; and
* the Tender Offer will be subject to Shareholders passing the
Tender Resolution at the Extraordinary General Meeting.
3. Conditions of the Offer
The Tender Offer will not proceed unless it becomes
unconditional. The Tender Offer is conditional on the
following:
(a) the passing of the Resolutions, and the Resolutions becoming
unconditional by not later than 13 April 2012 or such later date
(not being later than 31 May 2012) as the Company may
determine;
(b) the Repurchase Agreement having been entered into, and Numis
having received payment from the Company in respect of the
Repurchase Price for the Repurchased Shares;
(c) the Tender Offer not having been terminated in accordance
with paragraph 2.2 of Part III of this document prior to the
fulfilment of the conditions referred to in sub-paragraphs (a) or
(b) above;
(d) at no point in time before the passing of the Tender
Resolution, the Board, in its absolute discretion, concluding that
immediately following the acquisition of the Shares pursuant to the
Repurchase Agreement the Company will not satisfy the Solvency Test
(as defined in section 527 of the Companies Law); and
(e) Numis being reasonably satisfied that it can acquire the
legal and beneficial title to any Shares tendered absolutely and
not subject to any Encumbrance.
Numis will not purchase (or enter into any commitment or
contract to purchase) any Eligible Shares pursuant to the Tender
Offer unless the Conditions have been satisfied in full (or, where
applicable, waived). If the Conditions are not satisfied (or, where
applicable, waived) prior to the close of business on 13 April
2012, the Company may postpone the completion of the Tender Offer
until no later than 31 May 2012, after which time the Tender Offer,
if not then completed, will lapse.
4. Procedure for Tendering Shares
Shareholders (other than Excluded Shareholders) who hold their
Shares in certificated form and who wish to tender their Eligible
Shares should complete the Tender Form in accordance with the
instructions set out therein and return the completed Tender Form
by post or by hand (during normal business hours only) to
Computershare Investor Services PLC so as to be received as soon as
possible and, in any event, not later than 10.00 a.m. on 11 April
2012, and they should also return the share certificate(s) and/or
other documents of title in respect of the Eligible Shares
tendered.
Shareholders (other than Excluded Shareholders) who hold their
Shares in uncertificated form (that is, in CREST) and who wish to
participate in the Tender Offer should take the appropriate action
in CREST to tender their Eligible Shares and should arrange for the
relevant Eligible Shares to be transferred to escrow no later than
10.00 a.m. on 11 April 2012 as described in paragraph 4.2 of Part
III of this document.
Shareholders (other than Excluded Shareholders) should note
that, once tendered, Eligible Shares may not be sold, transferred,
charged, lent or otherwise disposed of.
Although the Tender Form must be returned by 10.00 a.m. on 11
April 2012 and the escrow arrangements for uncertificated tender
Shares should be in place by the same time, the purchase of any
Eligible Shares by Numis will not be effected until the week
commencing 23 April 2012. Upon having returned a Tender Form, or
tendered Eligible Shares through CREST, a Shareholder is deemed to
accept that such a tender application may not be withdrawn or
cancelled at any time, save with the consent of the Company.
Full details of the procedure for tendering are set out in Part
III of this document and in the Tender Form.
5. Validity of Tenders
Tender Forms which are received by Computershare Investor
Services PLC, or TTE Instructions which settle, after 10.00 a.m. on
11 April 2012, or which are incorrectly completed or not
accompanied by all relevant documents or instructions, may be
rejected and returned to Shareholders or their appointed agent,
together with any accompanying share certificate(s) and/or other
document(s) of title or a satisfactory indemnity in lieu thereof.
However, Numis reserves the right to treat as valid Tender Forms
which are not entirely in order or which are not accompanied by all
relevant documents (or a satisfactory indemnity in lieu thereof)
and Numis shall be entitled (in its sole discretion) to accept late
Tender Forms or late transfers to escrow in CREST.
6. Excluded Shareholders and overseas Shareholders
The Tender Offer is not being made to Excluded Shareholders.
Shareholders who are resident in, or citizens of, the United
States, Canada, Australia, South Africa or Japan are excluded from
the Tender Offer to avoid breaching local laws relating to the
implementation of the Tender Offer. Accordingly, copies of this
document, the personalised Tender Form and any related documents
are not being and must not be mailed or otherwise distributed in or
into the United States, Canada, Australia, South Africa or
Japan.
Shareholders who are not Excluded Shareholders but who have a
registered or mailing addresses outside the United Kingdom or who
are citizens or nationals of, or resident in, a jurisdiction other
than the United Kingdom should read paragraph 9 of Part III of this
document and the relevant provisions of the Tender Form.
7. Termination of the Tender Offer
The Tender Offer may be terminated or postponed in the
circumstances described in paragraph 2 of Part III of this document
and in certain circumstances set out in the Repurchase
Agreement.
8. Settlement
Subject to the Tender Offer becoming unconditional, the
distribution proceeds are expected to be despatched (by cheque or
by payment through CREST, as appropriate, in pounds Sterling)
during the week commencing 23 April 2012 or as soon as practicable
thereafter as described in Part III of this document, subject to
Board discretion as noted in paragraph 3 above and to any
postponement in the circumstances described in paragraph 2 of Part
II of this document.
9. Further Information
Your attention is drawn to the information contained in the rest
of this document including, in particular, the terms and conditions
of the Tender Offer set out in Part III of this document.
DEFINITIONS
The following definitions apply throughout this document unless
the context requires otherwise:
"AGM Circular" means the circular sent to Shareholders
on 7 June 2011 convening the Annual
General Meeting held on 24 June 2011
"Announcement Date" a date in the week commencing 16 April
2012, or such later date as is determined
in accordance with paragraph 8 of Part
III of this document
"Articles" or "Articles the articles of incorporation of the
of Incorporation" Company adopted by special resolution
passed on 26 November 2007
"Basic Entitlement" the entitlement of each Shareholder
to tender for purchase up to twenty
five per cent. of their Eligible Shares
"Board" the board of directors of the Company
"Business Day" a day on which the London Stock Exchange
and banks in London and Guernsey are
normally open for business
"Buyback Authority" the Company's general authority, pursuant
to section 315 of the Companies Law,
to make one or more market acquisitions
of Shares, provided that the maximum
number of Shares that the Company is
authorised to acquire is 14.99 per cent.
of the Shares in issue (excluding Shares
held in treasury) at the time the authority
was granted
"Calculation Date" close of business on 30 March 2012
"Cazenove Capital" Cazenove Capital Management Limited
"Cazenove Capital the directors of Cazenove Capital from
Directors" time to time
"certificated" not in uncertificated form
or "in certificated
form"
"Closing Date" 10.00 a.m. on 11 April 2012, being the
final date on which the Tender Form
or TTE Instruction may be received and
the date on which the Tender Offer closes
"Code" or "Takeover the City Code on Takeovers and Mergers
Code"
"Companies Law" the Companies (Guernsey) Law, 2008 (as
amended)
"Company" Cazenove Absolute Equity Limited
"Conditions" the conditions set out in paragraph
3 of Part III of this document
"Continuing Shareholders" Shareholders who hold Shares in the
Company after the Tender Offer is implemented
"CREST" the computerised settlement system operated
by Euroclear to facilitate the transfer
of title to shares in uncertificated
form
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755)
"CREST sponsor" a CREST participant admitted to CREST
as a CREST sponsor being a sponsoring
system participant (as defined in the
CREST Regulations)
"CREST sponsored a CREST member admitted to CREST as
member" a sponsored member
"Directors" the directors of the Company from time
to time
"Disclosure and the Disclosure and Transparency Rules
Transparency Rules" made by the UK Listing
Authority
"Eligible Shares" Shares registered in a Shareholder's
name on the Record Date
"Encumbrance" any charge, mortgage, pledge, security
interest, lien, option, right of pre-emption,
equity, power of sale, right of set-off,
hypothecation or other analogous third
party right
"Euroclear" Euroclear UK & Ireland Limited
"Excluded Shareholder' a Shareholder who has an address in
the United States, Canada,
Japan, Australia or South Africa
"Extraordinary General the Extraordinary General Meeting of
Meeting" or "EGM" the Company convened for 10.00 a.m.
on 13 April 2012 (or any adjournment
thereof), notice of which is set out
at the end of this document
"Financial Services the United Kingdom Financial Services
Authority" Authority and any replacement or substitute
body or bodies
"First Tender Offer" means as defined in Part I of this document
"Form of Proxy" the form of proxy, which accompanies
this document, for use by Shareholders
in relation to the EGM
"HMRC" Her Majesty's Revenue and Customs
"Independent Directors" all of the Directors with the exception
of Andrew Shirley Ross
"Independent Shareholders" all of the Shareholders with the exception
of Cazenove Capital and Andrew Shirley
Ross
"ISIN" international security identification
number
"Issued Share Capital" the Shares of the Company in issue from
time to time
"Latest Practicable 15 March 2012, being the latest practicable
Date" date prior to the publication of this
Circular
"Listing Rules" the Listing Rules of the UK Listing
Authority
"London Stock Exchange" London Stock Exchange plc
"Manager" Cazenove Capital Management Limited
"member account the identification code or number attached
ID" to any member account in CREST
"Net Asset Value" the diluted net asset value of the Company,
or "NAV" which shall be the total value of all
of the assets of the Company less its
liabilities as determined by the Board
and calculated in accordance with AIC
guidelines and the Company's accounting
policies (including, for the avoidance
of doubt, accumulated revenue reserves
and current period revenue)
"Net Asset Value the Net Asset Value divided by the number
per Share" or "NAV of Shares then in issue
per Share"
"Numis" Numis Securities Limited
"Panel" the Panel on Takeovers and Mergers
"Participant ID" the identification code or membership
number used in CREST to identify a particular
CREST member or other CREST participant
"Proposals" the proposals relating to the Tender
Offer and the other matters to be approved
at the EGM, as more particularly set
out in the notice of EGM set out at
the end of this document
"Record Date" the close of business on 31 October
2011
"Register" the register of members of the Company
"Registrars" Northern Trust International Fund Administration
Services
(Guernsey) Limited
"Repurchase Agreement" the agreement dated 19 March 2012 entered
into between the Company and Numis for
the purchase of Shares by Numis and
the repurchase by the Company of any
Repurchased Shares
"Repurchase Price" the price at which Shares will be purchased
pursuant to the Tender Offer calculated
as provided in Part III of this document
"Repurchased Shares" the Shares acquired by Numis which are
to be repurchased by the Company from
Numis pursuant to the Repurchase Agreement
"Resolutions" the resolutions to be proposed at the
EGM as set out in the notice of EGM
at the end of this document
"Rule 9" Rule 9 of the Code
"Shareholders" holders of Shares
"Shares" redeemable participating preference
shares of GBP0.01 each in the capital
of the Company and having the rights
and being subject to the restrictions
specified in the Articles of Incorporation
"Sterling" or "GBP" the lawful currency of the United Kingdom
"Tender Form" the tender form accompanying this document
for use by certificated Shareholders
(other than Excluded Shareholders) in
connection with the Tender Offer
"Tender Offer" the invitation by Numis to Shareholders
(other than Excluded Shareholders) to
tender Shares on the terms and subject
to the conditions set out in this document
and on the Tender Form
"Tender Resolution" means Resolution 2 set out in the notice
of EGM at the end of this document
"TFE Instruction" a transfer from escrow instruction (as
defined by the CREST manual)
"TTE Instruction" a transfer to escrow instruction (as
defined by the CREST manual)
"UK Listing Authority" the Financial Services Authority acting
in its capacity as the competent authority
for listing pursuant to Part VI of the
Financial Services and Markets Act 2000
"uncertificated" recorded on the Register as being held
or "in in uncertificated form via CREST and
uncertificated form" title to which may be transferred by
means of CREST
"United States" the United States of America, its territories
or "US" and possessions, any state or political
sub-division of the United States of
America, the District of Columbia and
all other areas subject to the jurisdiction
of the United States of America
"Voting Rights" all the voting rights attributable to
the capital of the Company which are
currently exercisable at a general meeting
of the Company
"Waiver Proposal" means as defined in Part I of this document
"Waiver Resolution" means Resolution 1 set out in the notice
of EGM at the end of this document
This information is provided by RNS
The company news service from the London Stock Exchange
END
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