Last checked at 
4 Jun 2019 11:53
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 TENDER 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 Account Cancellation and expected date of registration of the court order confirming the Share Premium Account Cancellation at Companies House | 18 June |
Confirmation of Share Premium Account Cancellation and repurchase date for successfully tendered A Ordinary Shares announced | As soon as practicable following registration of the court order confirming the Share Premium Account Cancellation at Companies House |
Expected special dividend record date | 28 June |
Latest time and date for receipt of Proxy Votes for the General Meeting | 11.00 a.m. on 1 July |
Latest time and date for receipt of Proxy Votes for the A Ordinary Share Class Meeting | 11.05 a.m. on 1 July |
Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions in CREST | 1.00 p.m. on 1 July |
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 Share Class Meeting announced | 3 July |
Expected repurchase date | 4 July |
Settlement Date: cheques despatched and CREST accounts credited with proceeds in respect of successfully tendered A Ordinary Shares and with uncertificated A Ordinary Shares not purchased | Within 5 Business Days following the repurchase date for successfully tendered A Ordinary Shares |
Despatch of balance share certificates in respect of A Ordinary Shares not purchased | Within 5 Business Days 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