Tender Offer
18 3월 2009 - 12:33AM
UK Regulatory
TIDMCROP TIDMCNKS
RNS Number : 0040P
Ceres Agriculture Fund Limited
17 March 2009
17 March 2009
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.
Ceres Agriculture Fund Limited (the "Company")
TENDER OFFER BY CENKOS SECURITIES PLC
TO PURCHASE UP TO 7.5 PER CENT. OF THE SHARES IN
ISSUE OF CERES AGRICULTURE FUND LIMITED
Introduction
As part of the Company's discount management policy, the Directors have the
discretion to implement a tender offer for up to 25 per cent. of the Shares in
issue where, from time to time, the Shares have, in any 12 months preceding the
last NAV Calculation Date, traded at an average discount in excess of 5 per
cent. of the NAV per Share. In the 12 month period from 28 February 2008 to 27
February 2009 the Shares traded at an average mid-market price discount to the
NAV per Share on each NAV Calculation Date of approximately 13 per cent. The
Board have over this period used the Company's buyback powers to acquire
1,335,000 Shares which are held in treasury.
On 6 March 2009, your Board announced that it was implementing a tender offer
for up to 7.5 per cent. of the Company's issued share capital (excluding
treasury shares) as at the Record Date. The price per share will be 95 per cent.
of the latest published estimated unaudited NAV per Share as at the close of
business on 1 April 2009.
The Record Date for the Tender Offer is the close of business on 6 March 2009.
The Directors and FourWinds Capital Management have confirmed to Cenkos
Securities that they will not tender any of their Shares in the Tender Offer in
respect of their beneficial holdings.
In addition, the Directors have decided to implement a further tender offer in
September 2009 for up to five per cent. of the Company's issued Shares at that
time (excluding treasury shares) in the event that the average daily discount of
the mid market price per Share to the NAV per Share over the period from 31
March 2009 to 30 September 2009 is in excess of 5 per cent. In the event that
this tender offer is implemented Shareholders will be sent a separate circular
at that time.
A circular dated 17 March (the "Circular") with the terms of the Tender Offer
together with details of how Shareholders can tender their Shares for purchase
if they wish to do so is being dispatched to Shareholders today together with
the Annual Report and Accounts of the Company.
Key points of the Tender Offer
The key points of the current Tender Offer are as follows:
* the Tender Offer is for up to 7.5 per cent. of the Company's issued Shares
(excluding treasury shares) as at the Record Date, the close of business on 6
March 2009;
* Shareholders (other than Restricted Shareholders) on the register on the Record
Date will be able to tender some or all of their Shares within the overall limit
of the Tender Offer (but tenders in excess of a Shareholder's Basic Entitlement
will only be accepted to the extent that other Shareholders tender less than
their Basic Entitlement or do not tender any Shares);
* the Tender Price will be the price per Share which represents 95 per cent. of
the latest published estimated unaudited NAV per Share as at the close of
business on 1 April 2009. If the Tender Price had been calculated on the close
of business on 13 March 2009 (being the latest practicable date prior to the
publication of this document) it would have been US$ 0.969 per Share, compared
to the mid market Share price as at the close of business on 13 March 2009 of
US$ 0.835 per Share;
* Continuing Shareholders will receive an uplift to their NAV per Share as the
Tender Price is being calculated at 95 per cent of the NAV per Share.
* the Tender Price will be paid to Shareholders in US dollars and will be effected
by the dispatch of cheques or the crediting of CREST accounts as appropriate.
The Tender Offer is conditional upon, inter alia, the Repurchase Agreement (as
described in the Circular) becoming unconditional in all respects (save in
respect of any condition relating to the Tender Offer becoming unconditional)
and on valid tenders being received in respect of at least one per cent. of the
Company's issued Shares (excluding treasury shares) as at close of business on 1
April 2009 all as more fully described in the Circular.
Options for Shareholders
Shareholders on the Register on the Record Date can choose:
* to continue their full investment in the Company; or
* save for Restricted Shareholders, to tender some or all of their Shares for
purchase and to receive cash in consideration of such purchase (subject to the
scaling back of tenders in excess of the Basic Entitlement or otherwise in
accordance with the terms of the Tender Offer).
Shareholders on the Register on the Record Date, other than Restricted
Shareholders, will be entitled to have up to 7.5 per cent. of their respective
holdings purchased under the Tender Offer. Such Shareholders will be able to
tender additional Shares, but such tenders will only be satisfied, on a pro rata
basis, to the extent that other Shareholders tender less than their Basic
Entitlement or do not tender any Shares.
Shareholders should note that the Board will retain the right, in its absolute
discretion, to scale back applications to participate in the Tender Offer so as
to ensure that the Tender Offer does not result in a breach by the Company of
its obligation in respect of the shares in public hands requirement for listing
as contained in Listing Rule 9.2.15 R of the Listing Rules.
Further details of the Tender Offer
Shareholders (other than Restricted Shareholders) on the Register on the Record
Date are being invited to tender for sale some or all (subject to the overall
limits of the Tender Offer) of their Shares to Cenkos Securities who, as
principal, will purchase at the Tender Price the Shares validly tendered
(subject to the overall limits of the Tender Offer) and, following the
completion of all those purchases, sell the relevant Shares on to the Company at
the Tender Price by way of an on-market transaction. All transactions will be
carried out on the London Stock Exchange.
The Tender Offer is subject to certain conditions, and may be terminated in
certain circumstances as set out in the Circular.
Shareholders should note that, once tendered, Shares may not be sold,
transferred, charged or otherwise disposed of other than in accordance with the
Tender Offer.
Shareholders who are in any doubt as to the contents of the Circular or as to
the action to be taken should immediately consult their stockbroker, bank
manager, solicitor, accountant or other independent professional adviser
authorised under FSMA or licensed under the Protection of Investors (Bailiwick
of Guernsey) Law 1987 (as amended).
Expenses
The costs relating to the Tender Offer, assuming the Tender Offer is fully
subscribed, are expected to be approximately GBP65,000. These costs will be
borne by the Company. On the basis that the Tender Offer is fully subscribed,
the estimated costs are less than 0.1 per cent. of the latest published
estimated unaudited NAV as at close of business on 13 March 2009 (being the
latest practicable date prior to the publication of this document). This NAV was
US $1.02 per Share being the estimated NAV as at 6 March 2009, which was
published on 13 March 2009.
Restricted Shareholders and other Overseas Shareholders
The Tender Offer is not being made to Shareholders who are resident in, or
citizens of, Restricted Territories, as defined in the Circular. Restricted
Shareholders are being excluded from the Tender Offer to avoid infringing
applicable local laws relating to the implementation of the Tender Offer.
Accordingly, copies of the Circular, the Tender Form and any related documents
are not being and must not be mailed or otherwise distributed in or into
Restricted Territories.
It is the responsibility of all Overseas Shareholders to satisfy themselves as
to the observance of any legal requirements in their jurisdiction, including,
without limitation, any relevant requirements in relation to the ability of such
holders to participate in the Tender Offer.
Taxation
Shareholders who sell their Shares in the Tender Offer may, depending on their
individual circumstances, incur a liability to taxation.
The attention of Shareholders is drawn to the Circular which sets out a general
guide to certain aspects of current UK law and HMRC practice and Guernsey law.
Shareholders who are in any doubt as to their tax position or who are subject to
tax in a jurisdiction other than the UK or Guernsey should consult an
appropriate professional adviser.
Action to be taken
Certificated Shares
Shareholders who hold their Shares in certificated form (other than Restricted
Shareholders) who wish to participate in the Tender Offer should complete the
Tender Form being dispatched today with the Circular in accordance with the
instructions set out therein and return the completed Tender Form by post or by
hand (during normal business hours only) to Capita Registrars, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU to arrive as
soon as possible and in any event by no later than 1.00pm on 1 April 2009.
Shareholders who hold their Shares in certificated form should also return their
Share certificate(s) and/or other documents of title in respect of the Shares
tendered with their Tender Form.
Uncertificated Shares
Shareholders who hold their Shares in uncertificated form (that is, in CREST)
should not return the Tender Form as described above but should arrange for the
relevant Shares to be transferred to escrow by way of TTE Instruction as soon as
possible and in any event so that the TTE Instruction settles by no later than
1.00pm on 1 April 2009.
General
The Board make no recommendation to Shareholders as to whether or not they
should tender their Shares. The extent to which Shareholders participate in the
Tender Offer is a matter for each Shareholder to decide, and will be influenced
by their own individual financial and tax circumstances and their investment
objectives. Shareholders should seek advice from their own independent financial
adviser authorised under FSMA or licensed under the Protection of Investors
(Bailiwick of Guernsey) Law 1987 (as amended).
The definitions within this announcement are the same as set out in the
Circular.
EXPECTED TIMETABLE OF EVENTS
+-------------------------------------------+---------------------------------+
| | 2009 |
+-------------------------------------------+---------------------------------+
+-------------------------------------------+---------------------------------+
| Record Date for Tender Offer | close of business on 6 March |
+-------------------------------------------+---------------------------------+
+-------------------------------------------+---------------------------------+
| Closing Date: latest time and date for | 1.00pm on 1 April |
| receipt of Tender Forms or for settlement | |
| of TTE Instructions | |
+-------------------------------------------+---------------------------------+
+-------------------------------------------+---------------------------------+----+
| Results of Tender Offer and Tender Price | 2 April |
| announced | |
+-------------------------------------------+--------------------------------------+
| Settlement Date: cheques despatched and | |
| payments | |
+-------------------------------------------+---------------------------------+
| through CREST made | as soon as practicable after 9 |
| | April |
+-------------------------------------------+---------------------------------+
| Balancing Share certificates despatched | |
| and | |
+-------------------------------------------+---------------------------------+
| CREST accounts credited in respect of | as soon as practicable after 9 |
| unsuccessful tenders | April |
+-------------------------------------------+---------------------------------+----+
Enquiries:
FourWinds Capital Management, Investment Manager
Kimberly Tara
Marc de Henin info@fourwindscm.com
Cenkos Securities plc, Corporate Broker
Will Rogers 020 7397 1920
BDO Stoy Hayward LLP, Sponsor
John Stephan 0121 265 7264
Citigate Dewe Rogerson, Financial PR Advisor
Sarah Gestetner /Lindsay Noton 020 7638 9571
The Company is an Authorised Closed-ended investment scheme domiciled in
Guernsey. As an existing closed-ended fund the Company is deemed to be granted
an authorisation declaration in accordance with section 8 of the Protection of
Investors (Bailiwick of Guernsey) Law 1987, as amended and rule 6.02 of the
Authorised Closed-ended Investment Schemes Rules 2008 on the same date as the
Company obtained consent under the Control of Borrowing (Bailiwick of Guernsey)
Ordinance 1959 to 1989.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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