AIM - Sch 1 update-Sherborne Investors (Guernsey) B Ltd RNS Number : 9600R AIM 26 November 2012 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") COMPANY NAME: Sherborne Investors (Guernsey) B Limited COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL COUNTRY OF INCORPORATION: Guernsey COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.sherborneinvestorsguernseyb.com (effective from Admission) COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: Sherborne Investors (Guernsey) B Limited (the "Company") is a limited partner in SIGB, LP (the "Investment Partnership"), a Guernsey domiciled limited partnership. The Company will commit to invest substantially all of the net proceeds realised from the placing and subscription for the Company's shares (the "Net Proceeds") in the Investment Partnership. The investment objective and investment policy of the Investment Partnership is the same as that of the Company. The Investment Partnership is managed by Sherborne Investors Management (Guernsey) LLC (the "Investment Manager"). Investment Objective The Investment Partnership's investment objective is to realise capital growth from investment in a target company (the "Selected Target Company") identified by the Investment Manager with the aim of generating a significant capital return. The Investment Partnership, and by extension the Company, will only invest in one target company at a time. Upon the disposal of all or part of the Investment Partnership's stake in the Selected Target Company, the Investment Partnership will distribute substantially all of its assets to the partners (in cash or in specie), including the Company. The Company, in turn, intends promptly to return capital to shareholders. The Investment Partnership has not established a target rate of return with respect to the investment in the Selected Target Company and it will evaluate various risks and other factors in determining an appropriate return target. Investment Policy The Investment Partnership's investment policy is to invest in a company which is publicly quoted, most likely on a UK stock exchange, which it considers to be undervalued as a result of operational deficiencies and which it believes can be rectified by the Investment Manager's active involvement, thereby increasing the value of the investment (a "Turnaround"). The investment will thus not be passive. The Investment Partnership's investments may be made on-market or off-market. The Investment Partnership may invest in a company operating in any economic sector but will only be invested in one company at a time. It will thus not seek to reduce risk through diversification. The choice of target company will be subject to a vote in the affirmative of the majority in interest of the limited partners of the Investment Partnership, in effect giving the board of the Company (the "Board") a veto, as the Company will own more than 50 per cent. in interest in the Investment Partnership. The investment in the Selected Target Company is intended to be in shares, but could also be in warrants, convertibles, derivatives and any other equity, debt or other securities. It is intended that any investment shall comprise in aggregate less than 30% of the voting rights of the Selected Target Company. Depending on the size of the investment, all or part of the Net Proceeds will be invested in a selected company through the Investment Partnership, less the amounts retained by the Company and the Investment Partnership for working capital purposes. The holding period for investments is neither fixed nor predictable, but it is expected that a typical holding period would be greater than one year. The average holding period of the three completed turnarounds in companies quoted in the UK with which the Investment Manager's key personnel have been involved was 24 months; however, this should not be taken as being indicative of the holding period for the Selected Target Company. The Investment Partnership may engage in hedging transactions to protect the market value of its investment in any company in which it is invested and may also engage in stock lending. The Company does not intend to borrow other than for short-term financing purposes should the Board deem fit. The Investment Partnership also does not currently intend to undertake borrowings, but any borrowings undertaken by the Investment Partnership shall not be greater than 30 per cent. of the Company's gross assets as measured at the time that such borrowings are incurred. In the event that the Board considers it appropriate to amend materially the investment objective or policy of the Company, shareholder approval to any such amendment will be sought. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): 207,000,000 A ordinary shares of no par value to be issued at £1.00 No transfer of shares will be registered without the consent of the Directors if it would result in the Company triggering any obligations or registration requirements under US legislation. No shares will be held as treasury shares on Admission to AIM. CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: £207.0 million (gross) to be raised on Admission resulting in an anticipated market capitalisation of £207.0 million PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 50.7% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: None FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): Ian Brindle (Non-executive Chairman) Trevor Charles Ash (Non-executive Director and chairman of the audit committee) Talmai Phillip Morgan (Non-executive Director) FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): Before admission Name Number of shares Percentage of the issued share capital Ipes Nominees Limited 1 100% Following admission Name Number of shares Percentage of the issued share capital Aviva Investors Global Services 39,936,400 19.3% Limited Sherborne Investors (Guernsey) GP, 35,000,000 16.9% LLC Threadneedle Asset Management 29,940,000 14.5% Invesco Ltd 20,000,000 9.7% FIL Limited 14,000,000 6.8% Jupiter Asset Management Limited 13,250,000 6.4% Ruffer LLP 12,500,000 6.0% Soros Fund Management 10,000,000 4.8% Henderson Global Investors 9,000,000 4.3% NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: N/A (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: (i) 31 December (ii) Not applicable as a newly incorporated investment company (iii) 30 September 2013, 30 June 2014, 30 September 2014 EXPECTED ADMISSION DATE: 29 November 2012 NAME AND ADDRESS OF NOMINATED ADVISER: Jefferies International Limited Vintners Place 68 Upper Thames Street London EC4V 3BJ NAME AND ADDRESS OF BROKER: Jefferies International Limited Vintners Place 68 Upper Thames Street London EC4V 3BJ OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: Copies of the Admission Document will be available free of charge to the public at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG during normal business hours on any weekday (Saturdays and public holidays excepted) until the date falling one month after the date of Admission. The document will also be available from the Company's website, www.sherborneinvestorsguernseyb.com, from the date of Admission. The Admission Document contains full details about the applicant and the admission of its securities. DATE OF NOTIFICATION: 26 November 2012 NEW/ UPDATE: UPDATE This information is provided by RNS The company news service from the London Stock Exchange END AIMBKPDPCBDDADB -0- Nov/26/2012 07:00 GMT
AIM Sch 1 update-Sherborne Investors (Guernsey) B Ltd
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