Polar Capital Regulatory News (POLR)

28 March 2013

Polar Capital Holdings plc

Issue of Equity

Polar Capital Holdings plc ("Polar Capital" or the "Company") announces the issue and allotment of 2,468,961 ordinary shares of 2.5 pence each in the Company (the "New Shares") in respect of the previously announced crystallisation of the European (Forager Fund) business unit. Application has been made for the New Shares to be admitted to trading on AIM and dealings are expected to commence on 5 April 2013.

This is the third allotment of shares for the European (Forager Fund) business unit. As previously announced there will be one further tranche of 2,468,961 shares to be issued in respect of the crystallisation of the European (Forager Fund) business unit, in March 2014.

The Company's current issued share capital is 79,982,780 ordinary shares and following admission of the New Shares, the total number of ordinary shares allotted and in issue will be 82,451,741.

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 an annual 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 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 know as crystallisation events into cash or, at the option of the Company, ordinary shares in the Company 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 share of the business unit's core operating profit and simultaneously going forward receive a reduced interest in their performance fees.

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