JIL Juridica

 

TIDMJIL 
 
RNS Number : 5043O 
Juridica Investments Limited 
09 March 2009 
 

 
 
Juridica Investments Limited 
("JIL" or "the Company") 
 
 
Conditional Placing of up to 30,701,754 shares to raise approximately GBP35 
million (before expenses) and proposed interim dividend of 4.6 pence per share 
 
 
The board of Juridica Investments Limited is pleased to announce a conditional 
placing by Cenkos Securities plc and a proposed dividend to be paid to existing 
shareholders. 
Highlights: 
  *  $95.25 million invested or committed as at 6 March 2009. 
  *  Significant opportunities for investment identified. 
  *  Conditional placing by Cenkos Securities plc of up to 30,701,754 new ordinary 
  shares with institutional placees at 114p per share to raise approximately GBP35 
  million (before expenses). 
  *  Proceeds to be used to pursue the Company's investment programme. 
  *  Proposed interim dividend of 4.6p per ordinary share to be paid to existing 
  shareholders (ex-date: 1 April 2009; record date: 3 April 2009). 
 
 
 
Lord Daniel Brennan QC, Chairman of JIL commented, "We are particularly pleased 
to have had such a positive response to the Placing in this economic 
environment. This is a sound endorsement of the Company's innovative approach to 
investing in litigation assets that has enabled it to establish a leading 
position in a large and developing market." 
 
 
Richard W. Fields, Chief Executive Officer of Juridica Capital Management 
Limited said, "We have had a very encouraging first year and since the fund was 
launched committed US$112.25 million to 10 diverse investments involving 17 
claims . In addition, the fund realized early, healthy returns on two 
investments that have made it possible for the Board to propose a maiden 
dividend." 
 
 Juridica Investments Limited 
("JIL" or "the Company") 
 
 
Conditional Placing of up to 30,701,754 shares to raise approximately GBP35 
million(before expenses) and proposed interim dividend of 4.6 pence per share 
 
 
The Board of JIL (the "Board") today announces a conditional placing by Cenkos 
Securities plc of up to 30,701,754 new ordinary shares (the "Placing Shares") 
with various institutional investors at a price of 114 pence per share (the 
"Placing Price") to raise approximately GBP35 million before expenses (the 
"Placing"). The Board is also pleased to announce a proposed interim dividend of 
4.6 pence per ordinary share payable to those members whose names are on the 
register of members on 3 April 2009 (the "Record Date"). Both the Placing and 
payment of the dividend are conditional, inter alia, upon resolutions being 
passed at the extraordinary general meeting of the Company to be held on 26 
March 2009 (the "EGM"). The Placing Shares are expected to be admitted to 
trading on 6 April 2009. 
 
 
Background to and Reasons for the Placing 
 
 
At the time of admission in December 2007, it was anticipated that the Company's 
capital would be fully committed between 18 and 24 months from admission. As at 
6 March 2009, the Company had invested or provided commitments to fund up to 
$112.25 million including ongoing commitments of up to $95.25 million across 10 
investments giving exposure to 15 current cases. Four cases allege breach of 
antitrust/competition law; five involve enforcement or determination of patent 
rights; two claim property damage and insurance subrogation; two are claims 
against sovereign powers; one involves a shareholder dispute; and one is a 
statutory claim. Five of these cases have trial/hearing dates set, two of which 
are scheduled during 2009 and three during 2010. 
 
 
These commitments represent approximately 78 per cent of the amount available to 
the Company to invest leaving approximately $24 million in deployable capital 
remaining. In addition, two cases in which the Company invested have already 
reached final determination resulting in a gross profit on investment of 
approximately $5.19 million. In assembling this portfolio Juridica Capital 
Management Limited ("JCML"), the Company's manager, has analysed over 120 cases 
and continues to see significant opportunities for investment. 
 
 
JCML believes the current economic environment will present a strong pipeline of 
investment opportunities. The net proceeds of the Placing will be used to fund 
the Company's ongoing investment program, as described in the Company's 
admission document dated 17 December 2007, and to capitalise on opportunities as 
they arise. 
 
 
The Company intends to use up to approximately 50 per cent of the net proceeds 
of the Placing to make loans to Fields Scrantom Sullivan PLLC and other law 
firms. It is anticipated that the remainder of the net proceeds of the Placing 
will be used by the Company to make direct investments in claims and pay the 
ongoing expenses of the Company. 
 
 
Interim Dividend 
As referred to above, two of the cases in which the Company invested have 
already reached final determination, resulting in a gross profit on investment 
of approximately $5.19 million. In recognition of this, and in accordance with 
the Company's current dividend policy, the Board is proposing, subject to 
resolutions being passed at the EGM, to declare an interim dividend of 4.6 pence 
per ordinary share prior to completion of the Placing, which will only be paid 
to shareholders whose names are on the register of members on the Record Date. 
 
 
The interim dividend will be paid by default in pounds sterling, although 
shareholders will be able to elect to receive the dividend in US dollars. 
Dividends paid in US dollars will be converted at the closing exchange rate 
prevailing on the Record Date. 
 
 
Details of the Placing 
The Company has entered into a placing agreement with Cenkos Securities plc 
("Cenkos") pursuant to which Cenkos has, on behalf of the Company, conditionally 
placed the Placing Shares with various investors at the Placing Price.  The 
consideration payable by the Company to Cenkos under the placing agreement will 
be satisfied by the issue of 1,535,087 new ordinary shares by the Company to 
Cenkos (the "Consideration Shares"). The Placing Shares and the Consideration 
Shares will be issued at the Placing Price. The Placing Shares would represent 
approximately 27.35 per cent of the enlarged share capital of the Company, 
assuming no further ordinary shares are issued by the Company (other than the 
Placing Shares and the Consideration Shares), no options are exercised, no 
warrants are exercised and the maximum number of Placing Shares is issued in 
connection with the Placing. 
 
 
The Company's articles of association restrict the Directors from issuing shares 
non pre-emptively at a price which is less than the Company's net asset value 
per share. The Placing Price is less than the Company's last published net asset 
value per share. Accordingly, if the resolutions are passed at the EGM, the 
provisions of the Company's articles of association will be disapplied only in 
respect of the Placing Shares and the Consideration Shares. It is the Board's 
intention that any further issues of ordinary shares for cash will be at a price 
no less than the last published net asset value per share. 
 
 
The Placing Shares and the Consideration Shares will, on admission, rank in full 
for all dividends and other distributions declared, made or paid in respect of 
existing ordinary shares after admission, other than the proposed interim 
dividend announced today by the Board, and will otherwise rank pari passu in all 
respect with such shares. 
 
 
As part of the Placing, JCML has agreed to subscribe for a total of 153,507 
Placing Shares in cash at the Placing Price. 
 
 
Related Party Transaction 
The Placing is intended to include a subscription (subject to the terms and 
conditions of the Placing) by existing shareholders who fall within the 
definition of related parties in the AIM Rules because they each hold more than 
10 per cent. of the Company's existing ordinary shares. The Directors, having 
consulted with Cenkos as the Company's Nominated Adviser, consider that the 
terms of this transaction are fair and reasonable insofar as the Company's 
shareholders are concerned. In being consulted, Cenkos has relied on the 
Directors' commercial assessment of the transaction. 
 
 
A circular containing details of the Placing, the interim dividend and proposed 
amendments to the Company's articles of incorporation and the notice of EGM is 
being posted to shareholders today and will be available on the Company's 
website: www.juridicainvestments.com. 
 
 
The Company has received undertakings to vote in favour of the resolutions to be 
passed at the EGM in respect of 40,100,000 ordinary shares. This number includes 
voting commitments from JCML in respect of their 1,500,000 ordinary shares 
representing 1.875 percent of the Company's issued share capital. 
 
 
 
 
+--------------------------------------------+---------------------------+ 
| Juridica Capital Management Limited        |     Tel: +1 9866 443 1080 | 
| Richard W. Fields                          |                           | 
+--------------------------------------------+---------------------------+ 
 
 
+--------------------------------------------+---------------------------+ 
| Cenkos Securities plc                      | Tel: +44 (0) 20 7397 8900 | 
| Nicholas Wells/Camilla Hume                |                           | 
+--------------------------------------------+---------------------------+ 
 
 
Bell Pottinger Corporate & Financial 
Olly Scott     Tel: +44 (0) 20 7861 3232 
 
 
 
 
 
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
 
+--------------------------------------------------+------------------------+ 
| Latest time and date for receipt of Forms of     |    10 a.m. on 24 March | 
| Proxy for the Extraordinary General Meeting      |                   2009 | 
|                                                  |                        | 
+--------------------------------------------------+------------------------+ 
| Extraordinary General Meeting                    |    10 a.m. on 26 March | 
|                                                  |                   2009 | 
+--------------------------------------------------+------------------------+ 
| Interim dividend ex-div date                     |           1 April 2009 | 
|                                                  |                        | 
+--------------------------------------------------+------------------------+ 
| Interim dividend record date                     |           3 April 2009 | 
|                                                  |                        | 
+--------------------------------------------------+------------------------+ 
| Interim dividend payment date                    |          24 April 2009 | 
|                                                  |                        | 
+--------------------------------------------------+------------------------+ 
| Expected date of admission and commencement of   |           6 April 2009 | 
| dealings in Placing Shares and Consideration     |                        | 
| Shares on AIM                                    |                        | 
|                                                  |                        | 
+--------------------------------------------------+------------------------+ 
| Where applicable, date for CREST accounts to be  |           6 April 2009 | 
| credited in respect of the Placing Shares        |                        | 
|                                                  |                        | 
+--------------------------------------------------+------------------------+ 
| Where applicable, date of dispatch of definitive |          17 April 2009 | 
| share certificates for Placing Shares            |                        | 
|                                                  |                        | 
+--------------------------------------------------+------------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 IOEBCGDXXUGGGCI 
 

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