This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, any Member State of the European Economic Area (other than the Republic of Ireland), Australia, Canada, Japan or South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
Worsley Investors Limited
("Worsley" or "the Company")
Publication of Prospectus
Further to the announcement made on the 7 January 2020 regarding the intention to launch an Open Offer to raise gross proceeds of £6.2 million at a price of 30 pence per New Ordinary Share, the Company is pleased to announce the publication of the prospectus (the “Prospectus”).
The Prospectus containing full details of the Open Offer and Initial Issue will be posted to shareholders and is expected to be made available on Worsley’s website (www.worsleyinvestors.com) imminently. The Prospectus also contains details of the Company's placing programme of new Ordinary Shares (the "Placing Programme").
The Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM following publication.
All capitalised terms in this announcement have the meaning given to them in the Prospectus, unless otherwise defined herein.
- The target size of the Open Offer is £6.2 million through the Open Offer of 20,758,441 New Ordinary Shares at an Issue Price of 30 pence per New Ordinary Share.
- The Open Offer provides an opportunity for Qualifying Shareholders to participate by subscribing for their Open Offer Entitlements on a pre-emptive basis, alongside an ability to subscribe for an amount in excess of their Open Offer Entitlement under the Excess Application Facility where other Qualifying Shareholders do not take up their Open Offer Entitlements in full. Qualifying Shareholders may apply for New Ordinary Shares under the Open Offer at the Issue Price on the basis of 1 New Ordinary Share for every 1 Existing Ordinary Share held by the Shareholder on the Record Date.
- The Net Issue Proceeds of the Open Offer will enable the Company to pursue its Investment Objective and will be invested in accordance with the Company's Investment Policy. The Board expects that the Net Issue Proceeds of the Open Offer will be supplemented in due course by the disposal proceeds of the Curno Asset, with such disposal proceeds also being deployed in accordance with the Company's Investment Policy.
- Upon completion of the Open Offer, and assuming the Open Offer is fully subscribed, the New Ordinary Shares will represent approximately 50 per cent. of the Company’s Enlarged Issued Ordinary Share Capital.
- The Company has received from Qualifying Shareholders representing in excess of 55% of the Existing Ordinary Shares firm indications that they intend to subscribe for New Ordinary Shares pursuant to the Open Offer.
- The Open Offer price of 30 pence represents a discount of c.35 per cent to the most recently announced NAV of 45.84 pence per share at 30 September 2019.
The Initial Issue
- The Initial Issue will allow the Company to seek subscribers for any New Ordinary Shares not subscribed for under the Open Offer. The issue of New Ordinary Shares pursuant to the Initial Issue is conditional upon the Open Offer not being fully subscribed and will be subject to the representations and warranties contained in Part XI (Terms and Conditions of any Placing and the Placing Programme) of this Prospectus. In order to subscribe for New Ordinary Shares under the Initial Issue (to the extent available), applicants will be required to provide an application form.
- The Board considers that any Placings of New Ordinary Shares pursuant to the Placing Programme are unlikely to be carried out until at least 50 per cent. of the Company’s Gross Open Offer Proceeds following the Open Offer have been invested or committed in accordance with the Investment Objective and the Investment Policy. The maximum number of New Ordinary Shares which may be issued under the Placing Programme is 250 million Ordinary Shares.
EXPECTED OFFER TIMETABLE
|Record Date for entitlement under the Open Offer||7 February 20200|
|Publication of Prospectus||10 February 2020|
|Distribution to Qualifying Non-Crest Shareholders of the Application Form||11 February 2020|
|Ex-entitlement date of the Open Offer||11 February 2020|
|Open Offer Entitlements and Excess Open Offer Entitlements creditedto stock accounts in CREST of Qualifying CREST Shareholders||12 February 2020|
|Latest recommended time and date for requested withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST||4.30 p.m. 27 February 2020|
|Latest time and date for depositing Open offer Entitlements andExcess CREST Open Offer Entitlements in CREST||3.00 p.m. 28 February 2020|
|Latest time and date for splitting of Application Forms under the Open Offer||3.00 p.m. 2 March 2020|
|Latest time and date for receipt of Application Forms and payments in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)||11.00 a.m. 4 March 2020|
|Announcement of applications received under the Open Offer||5 March 2020|
|Latest time and date to submit signed application forms in respect of the Initial Issue
||1.00 p.m. 11 March 2020|
|Results of the Offer announced
||12 March 2020|
|Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form
||13 March 2020|
|Admission and dealings in the New Ordinary Shares expected to commence on market
||13 March 2020|
|Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares in certificated form
||Within 10 Business Days of Admission|
|Publication of results of each Placing
||As soon as practicable following the closing of each Placing|
|Admission and crediting of CREST accounts in respect of each Placing
||Business Day on which the New Ordinary Shares are issued|
|Despatch of definitive share certificates for the New Ordinary Shares in certified form||Approximately two weeks following the Admission of such New Ordinary Shares|
|Placing Programme closes
||9 February 2021|
The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised dates and the details of the new times and dates will be notified to the London Stock Exchange and, where appropriate, Shareholders. Shareholders may not receive any further written communication.
For further information, please contact:
Worsley Associates LLP (Investment Advisor)
Tel: +44 (0) 7785 224602
Shore Capital (Financial Adviser and Broker)
Robert Finlay / Anita Ghanekar / Hugo Masefield Tel: +44 (0) 20 76016100
Praxis Fund Services Limited (Administrator and Secretary)
Matt Falla / Katrina Rowe
Tel: +44 (0) 1481 73760
Except where the context requires otherwise, until the expiry of the transition period agreed between the United Kingdom and the European Union as part of the terms of the United Kingdom’s exit from the European Union, a reference to the European Union or the European Economic Area is a reference to the members of the European Union or European Economic Area from time to time, as applicable together with the United Kingdom.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, or subscribe for, the New Ordinary Shares or any other securities to any person in Australia, Canada, Japan or South Africa, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. The availability of the Open Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any application requirements.
The New Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, or within any of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful. There will be no public offer of the New Ordinary Shares in the United States.
This communication is only addressed to, and directed at, persons in member states of the European Economic Area (other than the United Kingdom) who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors: (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area other than the United Kingdom and Republic of Ireland, by persons who are not Qualified Investors.
The distribution of this announcement and the offering of the New Ordinary Shares in jurisdictions other than the United Kingdom and Republic of Ireland may be restricted by law. No action has been taken by the Company or Shore Capital and Corporate Limited that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Shore Capital and Corporate Limited to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness. Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this document are targets only. There is no guarantee that any returns set out in this document can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied is, or will be made as to, or in relation to, and no responsibility or liability is, or will be, accepted by Shore Capital and Corporate Limited or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Shore Capital and Corporate Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, has been appointed to act as sponsor and financial adviser to the Company in connection with the Open Offer and Initial Issue. Shore Capital and Corporate Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority, Persons viewing this announcement should note that, in connection with the Open Offer and Initial Issue, Shore Capital and Corporate Limited is acting exclusively for the Company and no one else. Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital and Corporate Limited. by FSMA, Shore Capital and Corporate Limited will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate Limited or for advising any other person on the transactions and arrangements described in this announcement. No representation or warranty, express or implied, is made by Shore Capital and Corporate Limited. as to any of the contents of this announcement for which the Company and the Directors are solely responsible. Shore Capital and Corporate Limited. has not authorised the contents of, or any part of, this announcement and (without limiting the statutory rights of any person to whom this announcement is issued) no liability whatsoever is accepted by Shore Capital and Corporate Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which the Company and the Directors are solely responsible. Accordingly, Shore Capital and Corporate Limited disclaim (to the extent permitted by law) any liability which they might otherwise have in respect of any of the information or opinions contained in this announcement, whether arising in tort, contract or otherwise.