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Buyback Agreement and Circular Publication

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RNS Number : 8918W
Witan Investment Trust PLC
29 April 2016
 

 

 

29 April 2016

Witan Investment Trust - Buyback Agreement and Circular Publication

Further to the announcement made by Witan Investment Trust plc ("Witan" or the "Company") on Thursday 28 April, the Board of Witan today announces the publication of a circular (the "Circular"). The Circular contains a notice of a general meeting (the "General Meeting") to be held at 11 a.m. on 26 May 2016 at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG to approve (1) a related party transaction, in the form of a market acquisition of up to 31,636,753 Shares beneficially owned by Friends Life Limited ("Friends Life") (representing 15.8 per cent. of the issued share capital of the Company as at the date of the Circular), and (2) the authority to repurchase up to this number of Shares from Friends Life which would be a permission separate and in addition to the Company's authority to repurchase its own Shares granted at the Company's Annual General Meeting.

Under the terms of a buyback agreement ("the Buyback Agreement"), Aviva Investors Global Services Limited ("AIGSL"), as agent acting in its capacity as investment manager for and on behalf of Friends Life, has agreed that such Shares will be acquired by Witan, to the extent they are not placed with other buyers, at a price per Share represented by a discount of 6.5 per cent. to the prevailing published Net Asset Value (cum income, debt at fair value) per Share as at the date on which the buyback is effected, being no later than the business day following the date of the General Meeting (or such other later date agreed between the Parties). Friends Life is a related party of the Company since it, together with its Associates, holds more than 10 per cent. of the Shares. Any purchase of Shares by the Company from Friends Life would be a related party transaction and requires the prior approval of independent Shareholders.

It is intended, upon shareholder approval being granted, that AIGSL will give an order to Canaccord Genuity Limited ("Canaccord") to sell Friends Life's entire holding of 31,636,753 Shares on the business day following the General Meeting (to the extent that AIGSL is able to sell any Shares to any other persons during the period between the publication of the Circular and the business day following the General Meeting, such number of Shares will be reduced accordingly). Conditional upon Shareholder approval at the General Meeting, the Company will submit an order to Canaccord to buy the Shares at a discount to the prevailing published Net Asset Value (cum income and debt at fair value) per Share of 6.5 per cent, alongside any other market participants at that price.

There can be no certainty that the Company will purchase any of the Shares, as this depends upon demand for the Shares from all other market participants. It is possible that AIGSL will achieve an exit at a narrower discount level than the 6.5 per cent. agreed with the Company depending upon the price at which it sells any Shares to other market participants.

If the Company does purchase Shares, such purchase may be beyond the volume restrictions set out by Article 5(2) of the Buy-back and Stabilisation Regulation (EC) (No. 2273/2003) (it, and any legislation which supersedes it, together the Buy-back and Stabilisation Regulation) and the price paid may be higher than the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation.

A copy of the Circular will shortly be made available on the Company's website (www.witan.com) and submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do

Enquiries:

J.P. Morgan Cazenove:

William Simmonds

020 7742 4000

 

Witan Investment Trust plc

Andrew Bell, Chief Executive Officer

Tel: 020 7227 9770

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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