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29 September 2011
NORTHERN INVESTORS COMPANY PLC
Proposed Tender Offer to Shareholders
Northern Investors Company PLC (“the Company”) announced on 21 July 2011 that a general meeting of shareholders had approved proposals to effect an orderly realisation of the Company’s investment portfolio and an efficient return of cash to shareholders.
Following discussions with the Company’s advisers, the board now proposes to return cash to shareholders via a series of tender offers over the portfolio realisation period. Accordingly the board today announces that the Company will make an initial tender offer (the “First Tender Offer”) in the final quarter of 2011 with a view to returning approximately £13 million to shareholders.
It is envisaged that the First Tender Offer will be priced at an amount equivalent to the latest published net asset value (“NAV”) per share less the direct costs and expenses of the offer (including stamp duty and other related costs). All shareholders will have a basic entitlement in the First Tender Offer, pro rata to the number of shares held at the record date, and will be entitled to tender shares up to their basic entitlement and also to tender additional shares. However any such excess tenders above the basic entitlement will only be satisfied, on a pro rata basis, to the extent that other shareholders tender less than their aggregate basic entitlement.
As a rough indication to shareholders, it is estimated that on the basis of the unaudited NAV as at 30 June 2011 the First Tender Offer would have represented the repurchase of approximately 20% of the Company’s present issued share capital.
It is envisaged that any shares purchased by the Company under the First Tender Offer will be cancelled rather than being held in treasury.
Further information about the First Tender Offer will be provided in due course in a circular (the “First Tender Offer Circular”) to shareholders.
The proposed First Tender Offer marks the commencement of an ongoing process of realising the Company’s portfolio in an orderly manner and returning cash to shareholders. In the circular to shareholders dated 24 June 2011 it was stated that shareholders would be kept appraised of the expected portfolio realisation timeframe. The board, as advised by the Investment Manager, NVM Private Equity Limited, currently estimates that between 60% and 80% of the current NAV of the Company (inclusive of the approximate £13 million First Tender Offer) will be returned to shareholders in cash by 31 March 2015 and that the full realisation of the portfolio, which may be in excess of current NAV, will be completed in approximately five to six years. Any such estimates cannot be relied on and are subject to a number of uncertainties including, without limitation, general market conditions, the performance of investee companies being as projected, the behaviour of other shareholders in the investees, and M&A market activity. The board intends to update these estimates on a periodic basis for the information of shareholders. As previously announced, the Company intends to maintain its approved investment trust status for as long as possible during the realisation process and accordingly at least a minimum annual dividend will continue to be paid as required by the relevant legislation.
The board expects to publish the First Tender Offer Circular, setting out the terms of the First Tender Offer and seeking the necessary shareholder approvals, in November 2011, following the publication of its half-yearly financial report for the six months ending 30 September 2011. A general meeting will be convened to take place before 31 December 2011 where the requisite resolutions to implement the First Tender Offer will be considered by shareholders. It is expected that shareholders participating in the First Tender Offer will receive their realisation proceeds by 31 December 2011.
Nigel Guy/Christopher Mellor, Northern Investors Company PLC – 0191 244 6000
Joe Winkley/Neil Winward, Oriel Securities Limited – 0207 710 7600
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