Tiger Resource Finance plc
("Tiger" or the "Company")
Proposed return of capital of up to £1,875,000 by way of a Tender Offer
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL (EACH A "RESTRICTED JURIDISCTION")
THE TENDER OFFER IS NOT AVAILABLE TO SHAREHOLDERS WITH A REGISTERED ADDRESS IN ANY RESTRICTED JURISDICTION. OVERSEAS SHAREHOLDERS SHOULD SATISFY THEMSELVES THAT THEY HAVE FULLY OBSERVED ANY APPLICABLE LEGAL REQUIREMENTS UNDER THE LAWS OF THEIR RELEVANT JURISDICTION IF THEY TENDER SHARES IN THE TENDER OFFER. THE ATTENTION OF SHAREHOLDERS WITH REGISTERED ADDRESSES OUTSIDE THE UNITED KINGDOM IS DRAWN TO THE PARAGRAPH HEADED "OVERSEAS SHAREHOLDERS" IN PART 2 OF THE CIRCULAR.
Tender Offer
Further to the announcement made on 1 July 2011 and the Chairman's Statement contained within the interim results published on 17 August 2011, the Company is pleased to announce that it will today send a circular ("Circular") to shareholders of the Company ("Shareholders") detailing a proposed tender offer (the "Tender Offer"). Pursuant to the Tender Offer, finnCap Ltd ("finnCap"), acting as agent for the Company, will offer to purchase up to 50,000,000 ordinary shares of 1 pence each in the capital of the Company ("Shares") representing approximately 28.97 per cent. of the Company's issued share capital (excluding Shares held in Treasury) at 3.75 pence per Share. The Company will then purchase such Shares as are thereby acquired by finnCap for cancellation.
Terms used in this announcement shall have the meaning ascribed to them in the Circular unless otherwise stated.
Under the Tender Offer, Shareholders will be entitled to sell up to 28.97 per cent. of their shareholdings (with the entitlement to sell a fractional number of Shares being rounded to the nearest whole number of Shares). They may tender to sell more or less than this number. If they tender to sell a number less than or equal to 28.97 per cent. of their Shareholding (rounded to the nearest whole number of Shares), their tender will be satisfied in full (subject to completion of the Tender Offer). If the aggregate number of Shares tendered exceeds 50,000,000, the Shares tendered by Shareholders in excess of 28.97 per cent. of their respective holdings will be scaled back pro rata as to the number of shares tendered by such Shareholders and the number by which the total number of Shares tendered exceeds 50,000,000.If the maximum number of Shares subject to the Tender Offer are acquired, this will result in an amount of £1,875,000 being paid by the Company to Qualifying Shareholders.
Background to and reasons for the Tender Offer
The Board is conscious that the market price of the Shares has long remained at a discount to the Gross NAV per Share, despite the success of many of the Company's investments. Consequently, the Board has decided to give Qualifying Shareholders the opportunity to have some of their investment returned in cash by way of a tender process. The Board believes that this will bring to the attention of the wider market the disparity between the market price of the Shares and the Company's underlying asset value.
| Proposed Timetable | 2011 |
| Date of the Circular | 24 August |
| Announcement of the Proposals and Tender Offer opens | 24 August |
| Latest time for receipt of forms of proxy | 11.00 a.m. on 7 September |
| General Meeting | 1.00 p.m. on 9 September |
| Latest time for receipt of Tender Forms and TTE Instructions in relation to the Tender Offer | 3.00 p.m. on 30 September |
| Tender Offer Closing Date | 3.00 p.m. on 30 September |
| Tender Offer Record Date | 5.00 p.m. on 30 September |
| Announcement of results of Tender Offer | 3 October |
| CREST accounts credited with shares not accepted for Tender | 5 October |
| Posting of cheques in respect of the Tender Offer, and the crediting of CREST accounts with payment | by 17 October |
| Despatch of balance of share certificates for unsold Shares | by 17 October |
Rule 9 of the Takeover Code
Mr. Bruce Rowan, a director of the Company, and the Independent Directors have each undertaken to the Company not to participate in the Tender Offer. On this basis and assuming that the Tender Offer is completed to its full amount, Mr. Bruce Rowan's interest in the percentage of issued Shares will increase to between 30 and 50 per cent. of the Company's voting share capital and he will therefore be subject to the provisions of Rule 9 of the Code.
As a result, the Independent Directors consulted with the Panel, which agreed, subject to a poll vote of the Independent Shareholders on the Waiver Resolution, that it would waive any obligation that would otherwise arise on Mr. Rowan under Rule 9 as a result of the Tender Offer, that would take Bruce Rowan's interest in Shares to a level above 30 per cent., to a maximum of approximately 45.26 per cent. of the issued share capital (assuming (i) that the Tender Offer is taken up to its full capacity; (ii) no participation or other sales of interests in Shares by Mr. Rowan in connection with the Tender Offer or otherwise; (iii) full exercise by Mr. Rowan of all options held by him as at 23 August 2011 (being the latest practicable date prior to publication of this Circular) and all option exercises being satisfied with newly issued shares; and (iv) no other person exercising any options or any other rights to subscribe for Shares).
General Meeting
The Tender Offer and Rule 9 Waiver are inter-conditional and require, inter alia, the approval of Shareholders. Therefore, attached to the Circular is a notice of a General Meeting of the Company to be held at the Pelham Hotel, 15 Cromwell Place, London SW7 2LA on 9 September 2011 at 1.00 p.m.. Shareholders will find accompanying the Circular a form of proxy for use in connection with the General Meeting. Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete and return the relevant form of proxy as soon as possible and, in any event, so as to be received by Computershare, Proxies Department, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18 by not later than 11.00 a.m. on 7 September 2011. The completion and return of a form of proxy will not preclude Shareholders from attending the General Meeting and voting in person should they wish to do so.
Action to be taken in relation to the Tender Offer
Qualifying Shareholders who hold Shares in certificated form will also find accompanying the Circular a Tender Form for use in connection with the Tender Offer. Such Shareholders who wish to tender some or all of the Shares registered in their name on the Tender Offer Record Date should complete the Tender Form in accordance with the instructions printed thereon and in Part 2 to the Circular and return it by post or by hand (during normal business hours) to the Receiving Agents, Computershare, Corporate Actions, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18 by no later than 3.00 p.m. on 30 September 2011. A prepaid envelope is enclosed with the Circular for this purpose.
Qualifying Shareholders who hold Shares in certificated form should also return their share certificate(s) in respect of the Shares tendered with the Tender Form.
Qualifying Shareholders who hold Shares in CREST who wish to participate in the Tender Offer should comply with those procedures set out in Parts 2 and 3 to the Circular in respect of transferring uncertificated Shares to escrow through CREST.
The Circular is available to view on the Company's website, www.tiger-tf.com/addinfo and for inspection at the offices of Fasken Martineau LLP, Third Floor, 17 Hanover Square, London W1S 1HU during normal business hours of any weekday (Saturdays, Sundays and public holidays excepted) from now up to including the date of the General Meeting.
Contacts:
| Tiger Resource Finance plc | |
| Bruce Rowan, Chairman | Tel: +00 44 20 7486 3997 |
| Raju Samtani, Director | Tel: +00 44 20 7581 4477 |
finnCap | |
| Corporate Finance - Matthew Robinson/ Christopher Raggett | Tel: +00 44 20 7600 1658 |
Receiving Agents for the Tender Offer, Computershare | |
| Computershare Investor Services (Ireland) Limited | Tel + 353 1 2163100 |
| Copyright © 2024 Tiger Royalties and Investments Plc |