AIM Sch 1 update-Sherborne Investors (Guernsey) B Ltd

  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
 
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