Last checked at 30 Sep 2013 17:36
Polar Capital Holdings plc
30 September 2013
Crystallisation of Business Unit and issue of shares
Polar Capital Holdings plc ("Polar Capital" or the "Company") announces the crystallisation of the Preference Shares held by Rob Gurner, head of the Polar Capital European Team and manager of the Polar Capital European Forager and European Conviction Funds, in respect of the Conviction Fund (part of the European business unit) and resultant issue of 1,390,296 new ordinary shares in aggregate which will occur over the next three years to Mr Gurner and members of his team. This crystallisation is expected to be immediately earnings enhancing for shareholders.
Mr Gurner crystallised his preference shares in respect of the Forager Fund in 2011 and has one further tranche of 2,468,961 shares under that crystallisation to receive in March 2014.
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 legacy share of the business unit's core operating profit and simultaneously going forward receive a reduced interest in their performance fees.
European business unit crystallisation
With effect from 31 March 2013 the European business unit elected to crystallise their preference shares in relation to the Conviction Fund and the Company has elected to satisfy the consideration by the issue of new ordinary shares.
The Company will issue a total of 1,390,296 new ordinary shares spread over the next three years, which will rank pari passu with the Company's existing ordinary shares at the time of issue, as follows:
30 September 2013 - 139,030 ordinary shares (the "New Shares")
31 March 2014 - 417,089 ordinary shares
31 March 2015 - 417,089 ordinary shares
31 March 2016 - 407 088 ordinary shares
Application has been made to AIM for the New Shares to be admitted to trading and dealings are expected to commence on 4 October 2013.
The Company's current issued share capital is 83,063,848 ordinary shares and following admission of the New Shares the total shares in issue will be 83,202,878.
For further information please contact:
Polar Capital +44 (0)20 7227 2700
Tim Woolley (CEO)
John Mansell (CFO)
Canaccord Genuity +44 (0)20 7523 8000
Simon Bridges
Cameron Duncan