Finsbury Growth & Income Trust Plc - Notice of GM
PR Newswire
London, June 28
28 June 2019
Finsbury Growth & Income Trust PLC
Publication of a Circular
The Board of Finsbury Growth & Income Trust PLC (the "Company") has today published a circular (the "Circular") convening a general meeting in connection with the renewal of the Board's authority to issue ordinary shares in the capital of the Company (the "Shares") on a non-pre-emptive basis, both in respect of a general issuance authority and in respect of up to 60 million Shares to be issued pursuant to a placing programme (the "Placing Programme") expected to be launched by the Company in due course.
Introduction
At the Company's annual general meeting held on Wednesday, 27 February 2019 (the "2019 AGM"), the Directors were granted authority to allot up to 18,402,671 Shares on a non-pre-emptive basis (the "2019 AGM Authority"). In the period following the 2019 AGM, the Company has seen continued demand for its Shares, and where there has been excess demand for the Shares in the market, the Company has allotted and issued new Shares pursuant to the 2019 AGM Authority.
As at 27 June 2019, being the latest practicable date prior to the publication of this document, (the "Latest Practicable Date"), the 2019 AGM Authority has been substantially utilised and, therefore, to enable the Company to continue to meet the excess demand for its Shares, the Board is proposing to renew the Board's general authority to issue Shares on an ongoing basis.
Even if the Board's general authority to issue Shares is renewed, the Company's ability to issue Shares without publishing a prospectus is limited. As at the Latest Practicable Date, the Company could issue a further 12.7 million Shares before it would need to issue a prospectus. Given the recent rate of issuance, the Company intends to publish a prospectus (the "Prospectus") to establish a placing programme of up to 60 million Shares to facilitate ongoing issuance. Accordingly, the Board is also seeking authority to issue up to 60 million Shares pursuant to the Placing Programme.
Recommended proposals to authorise the Board to issue Shares on a non-pre-emptive basis, both generally and specifically, in connection with the Placing Programme
In the face of continuing demand noted above and having regard to the benefits of enlarging the Company as set out below, the Directors have resolved to convene a general meeting on Monday, 29 July 2019 (the "General Meeting") in order to seek Shareholder authority to issue further Shares on a non-pre-emptive basis both generally, with respect to a limited number of Shares, and specifically, for the purpose of the Placing Programme to be launched by the Company in due course. In so doing the Directors have taken into account the desirability of limiting the premium to NAV per Share at which the Company's Shares trade in order to ensure that investors who regularly acquire Shares are not disadvantaged.
The resolutions to be considered at the General Meeting (the "Resolutions") are as follows: (i) renewing the Board's authority to issue on a non-pre-emptive basis, up to 19,589,171 Shares, being 10 per cent. of the Company's issued share capital as at the Latest Practicable Date or, if changed, such number of Shares as represents 10 per cent. of the issued share capital as at the conclusion of the General Meeting, such authority to have effect until the conclusion of the next Annual General Meeting of the Company (the "2020 AGM") (the "General Authority"); and (ii) granting the Directors the specific authority to issue on a non-pre-emptive basis, up to 60 million Shares under the Placing Programme, such authority being in addition to the General Authority and to have effect for the duration of the Placing Programme (being the period commencing on the date on which the Prospectus is published and ending on the earlier of: (i) the date that is twelve months after the date of publication of the Prospectus; and (ii) the date on which the maximum number of Shares has been allotted under the Placing Programme) (the "Specific Authority", and together with the General Authority, the "Authorities"). If the Specific Authority is granted, the Company expects to publish the Prospectus in connection with the Placing Programme in August 2019. The Directors intend to use the Authorities to satisfy continuing demand for the Company's Shares. As with the Shares issued to date, the Shares will be issued at a price not less than the higher of the estimated prevailing cum- or ex-income Net Asset Value per Share nor more than the best offer price per Share as quoted on the London Stock Exchange at the time the proposed allotment is agreed and will be accretive to the NAV per Share.
Benefits of Granting the Authorities to Allot Shares
The Directors believe that any New Share issuance pursuant to the authority conferred by the Resolutions may yield the following principal benefits:
maintain the Company's ability to issue Shares tactically, so as to manage the premium to NAV per Share at which the Shares trade;
improve liquidity in the market for the Shares;
increase the size of the Company, thereby spreading operating costs over a larger capital base which should reduce the ongoing charges ratio; and
enhance the NAV per Share of existing Shares through share issuance at a premium to the higher of the estimated cum- or ex- income NAV per Share.
Use of proceeds
The net proceeds of any Shares issued pursuant to the Authorities conferred by the Resolutions will be invested by the Portfolio Manager on behalf of the Company in accordance with the Company's published investment policy which, in summary, is to invest principally in the securities of UK listed companies, whilst up to a maximum of 20 per cent. of the Company's portfolio, at the time of acquisition, can be invested in quoted companies outside of the UK. The Directors have considered the potential impact of any new Share issuance on the payment of dividends to Shareholders and they do not expect this to have a negative impact on the level of, or on the Company's ability to continue to pay, dividends on the Shares.
General Meeting
The General Meeting to consider and if thought fit to approve the Resolutions will be held on Monday, 29 July 2019 at 9.00 a.m. at 25 Southampton Buildings, London WC2A 1AL.
A copy of the Circular will shortly be submitted to the National Storage Mechanism and available for inspection at www.morningstar.co.uk/uk/nsm and on the Company's website, www.finsburygt.com
A copy of the Circular can also be viewed at the offices of Frostrow Capital LLP, 25 Southampton Buildings, London WC2A 1AL.
Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Circular.
Enquiries:
| Frostrow Capital LLP, Company Secretary Victoria Hale | 020 3170 8732 |
| Winterflood Securities Limited Neil Morgan Chris Mills | 020 3100 0000 |
DISCLAIMERS
This announcement has been prepared for information purposes only. This announcement is not an offer to sell or a solicitation of any offer to buy the Shares in the Company in the United States, Australia, Canada, the Republic of South Africa or Japan, or any of their respective territories or possessions, or in any other jurisdiction where such offer or sale would be unlawful. No action has been taken by the Company or Winterflood Securities Limited ("Winterflood") that would permit an offering of any Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Winterflood to inform themselves about, and to observe, such restrictions.
This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, resold, transferred or delivered directly or indirectly in the United States, or to, or for the account or benefit of, U.S. Persons, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.
This communication is only addressed to, and directed at, persons in member states of the European Economic Area (other than the United Kingdom) who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors: (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.
This announcement may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute or form part of and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.
The information and opinions contained in this announcement are provided as at the date of the announcement and are subject to change without notice and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Frostrow Capital LLP, Winterflood or any of their affiliates or by any of their respective officers, employees or agents to update or revise publicly any of the statements contained herein. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.
Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. Any data on past performance contained herein is no indication as to future performance.
The information in this announcement may include forward-looking statements, which are based on the current expectations, intentions and projections about future events and trends or other matters that are not historical facts and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereof) or other variations thereof or comparable terminology. These forward-looking statements, as well as those included in any related materials, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions about the Company and other factors, including, among other things, the development of its business and industry trends. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur and actual results may differ materially from those expressed or implied by such forward looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
Each of the Company, Frostrow Capital LLP, Winterflood and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated.
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Shares or passed upon or endorsed the merits of the offering of Shares or the adequacy or accuracy of this announcement.
Prospective investors should take note that the Shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.
Winterflood is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Winterflood is acting for the Company and no one else in connection with the Circular, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Winterflood or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Winterflood or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.
In accordance with the Packaged Retail and Insurance-based Investment Products Regulation (EU) No 1286/2014, the Key Information Document relating to the Company is available to investors at https://www.finsburygt.com/corporate-information-literature/key-information-document
