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7 November 2011
NORTHERN INVESTORS COMPANY PLC
Tender Offer to purchase up to 22% of the issued share capital
Further to the announcement on 29 September 2011, the Board of Northern Investors Company PLC (the “Company”) announces that a circular (the “Circular”) containing details of the proposed tender offer will be posted to Shareholders today, along with the Form of Proxy for use at a General Meeting to be held on Wednesday 7 December 2011 (the “General Meeting”).
The Board proposes to start returning cash to Shareholders by means of a tender offer pursuant to which Oriel Securities will purchase, on behalf of the Company, up to 22% of the issued share capital of the Company at a Tender Price of 300 pence per Share, equivalent to the unaudited NAV as at 30 September 2011 but adjusted for the costs of the Tender Offer and any declared but unpaid dividends (the “Tender Offer”). These Shares will then be purchased from Oriel Securities by the Company and cancelled. The Tender Offer will require Shareholder approval, which will be sought at the General Meeting.
The Tender Offer is the first in a series of tender offers. It is the Board’s intention to conduct further tender offers, as and when the Board considers it appropriate taking into account the Company’s resources and requirements. The Directors have reviewed the realisation prospects for each portfolio holding with the Manager. On the basis of this review, the Directors and Manager estimate that an amount equivalent to between 60% and 80% of the current net assets of the Company could be returned to Shareholders in cash by 31 March 2015 and that the full realisation of the portfolio will be completed in approximately five to six years. It is the Directors’ and Manager’s current estimate that the Company’s assets, when fully realised, will return cash within a range of 120% to 160% of the Company’s present net assets which would represent an increase in the absolute value of the portfolio as at 30 September 2011 of between £16 million and £40 million. Shareholders should note that whilst these are the best estimates of the Board and Manager as at the date of this Circular, they cannot be relied on and are subject to a number of uncertainties including, without limitation, general market conditions, the future performance of investee companies, the behaviour of other shareholders in investee companies and the level of activity in the mergers and acquisitions market.
A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.doc. A copy of the Circular is also available on the NVM Private Equity website at www.nvm.co.uk/nicgmdec2011.
A copy of the Circular is available for inspection at the Company’s registered office at Northumberland House, Princess Square, Newcastle upon Tyne NE1 8ER and at the offices of SJ Berwin LLP, 10 Queen Street Place, London EC4R 1BE during normal business hours on weekdays (Saturdays, Sundays and public holidays excepted) from the date of this document until the General Meeting.
|Announcement of Tender Offer||29 September 2011|
|Record date for the Tender Offer||close of business on 7 November 2011|
|Latest time and date for receipt of Tender Offer Application Forms and TTE Instructions in relation to Tender Offer||11.00am on 28 November 2011|
|Latest time for receipt of forms of Proxy||11.30am on 5 December 2011|
|General Meeting||11.30am on 7 December 2011|
|Announcement of take-up level under the Tender Offer||8 December 2011|
|Record date for interim dividend in respect of the year ending 31 March 2012||9 December 2011|
|Settlement date for the Tender Offer: cheques despatched and assured payments made through CREST||12 December 2011|
|Payment of interim dividend in respect of the year ending 31 March 2012||6 January 2012|
Nigel Guy/Christopher Mellor, Northern Investors Company PLC – 0191 244 6000
Joe Winkley/Neil Winward, Oriel Securities Limited – 0207 710 7600
Neither the contents of the NVM Private Equity Limited website nor the contents of any website accessible from hyperlinks on the NVM Private Equity Limited website (or any other website) is incorporated into, or forms part of, this announcement.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Northern Investors Co PLC via Thomson Reuters ONE