8 Dec 2016 09:17
8 December 2016
TERRA CAPITAL PLC
Tender offer Announcement
At an Extraordinary General Meeting held on 26 January 2015 the Shareholders of Terra Capital plc (the "Company") approved revisions to its then current discount control policy.
From that date onward, if, as at 31 December in any calendar year after 31 December 2015, the Company's ordinary shares (the "Ordinary Shares") have, on average over the prior nine months of the calendar year (the "Discount Calculation Period"), traded at a discount in excess of 12 per cent. (12%) of the Net Asset Value per Ordinary Share (calculated by reference to the published Net Asset Value per Ordinary Share and to the middle market quotation of the Ordinary Shares on the Daily Official List of the London Stock Exchange on the trading day immediately following the date of each publication of the Net Asset Value per Ordinary Share in the relevant Discount Calculation Period, the "Relevant Percentage") the Directors will, subject to any legal or regulatory requirements, implement a tender offer (the "Tender Offer").
Over the period 1 April 2016 to 30 November 2016, the Ordinary Shares have traded at an average daily discount in excess of the Relevant Percentage and the directors have determined that it is realistically impossible for the shares to trade during the month of December at such prices so that the discount would not pass the Relevant Percentage as of December 31. Accordingly, the Directors will, subject to any legal or regulatory requirements, implement a Tender Offer on the terms set out below.
Under the Tender Offer, Long Term Shareholders defined as shareholders on the register of members of the Company on 1 April 2016 (the "Entitlement Date") will be offered the opportunity to tender up to ten percent (10%) of the Ordinary Shares held by them on 30 December 2016 (the "Record Date") at a price equal to 97 per cent. of the Net Asset Value per Ordinary Share as at 31 December 2016 less the direct costs (including any realization costs) of making the Tender Offer. Shareholders will be entitled to tender up to ten per cent of the Ordinary Shares held as at the Record Date (their "Basic Entitlement") and to tender a number of Ordinary Shares greater than their Basic Entitlement (the "Excess Tender") if they so desire. However, any Excess Tender shall only be satisfied to the extent that other Shareholders have tendered less than their Basic Entitlement. Requests for the Excess Tender will be satisfied on a pro rata basis and tender applications will be rounded down to the nearest whole number of Ordinary Shares.
Further details of the Tender Offer will be set out in a Circular to Shareholders which will be sent to Shareholders in the near future. As a result of the Company making the Tender Offer, the Board of Directors have decided that no dividend will be paid for 2016.
Overseas Shareholders
The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Australia, Canada, Japan, The Republic of South Africa and the United States (the "Restricted Jurisdictions"). Such Shareholders are being excluded from the Tender Offer to avoid breaching applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of documentation relating to the Tender Offer will not be and must not be mailed or otherwise distributed in or into any of the Restricted Jurisdictions.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014). Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.
For more information, please visit www.terracapitalplc.com or contact:
Galileo Fund Services Limited (Administrator)
Frazer Pickering
+44 1624 692600
Panmure Gordon (UK) Limited (Nominated adviser and corporate broker)
Paul Fincham or Jonathan Becher
+44 20 7886 2500
Terra Capital plc.
Ian Dungate, Director
+44 1624 692600