PROPOSED BONUS ISSUE OF SUBSCRIPTION SHARES
18 January 2011
Further to the Company's announcement on 10 December 2010 in relation to a Bonus Issue of Subscription Shares the Company has today published a prospectus setting out details of proposals for the issue to Qualifying Shareholders, by way of a Bonus Issue, of one Subscription Share for every five Ordinary Shares held in the Company as at the Record Date (being 10 February 2011).
Each Subscription Share will entitle the holder to subscribe for one Ordinary Share at the applicable Subscription Price by 5.00 p.m. on the last Business Day of each month during the Exercise Period. The first opportunity to exercise such right will be on the last Business Day in March 2011 and the last opportunity will be on the last Business Day in March 2014, after which the Subscription Rights will lapse (the "Exercise Period").
The Subscription Prices will be an amount equal to the unaudited Net Asset Value per Ordinary Share as at close of business on 9 February 2011, plus a premium to such amount, rounded up to the nearest whole penny, as follows:
• if the subscription rights are exercised on any day between and including the last Business Day in March 2011 and the last Business Day in March 2012 - a 5 per cent. premium to such Net Asset Value per Ordinary
• if the subscription rights are exercised on any day between and including 1 April 2012 and the last Business Day in March 2014 - a 25 per cent. premium to such Net Asset Value per Ordinary Share.
It is expected that an announcement setting out the Subscription Prices will be made on 10 February 2011.
The Subscription Shares to be issued under the Bonus Issue are not being issued to Overseas Shareholders (these being holders who are resident in territories outside the EEA, the Channel Islands and the Isle of Man) and the Prospectus is not being sent to Overseas Shareholders. So that Overseas Shareholders may benefit from the proposals, any Subscription Shares that would have been due to Overseas Shareholders will be sold as soon as practicable following Admission to trading of those Subscription Shares on the Main Market of the London Stock Exchange. The proceeds of sale will be paid to the relevant Overseas Shareholder, save that entitlements of less than £5.00 per Overseas Shareholder will be retained by the Company for its own account.
The Bonus Issue is subject to Shareholder approval at the General Meeting, by way of a special resolution requiring the approval of not less than 75 per cent. of Shareholders present and voting at the General Meeting in person or by proxy. The Board considers that the Proposals are in the best interests of the Company and unanimously recommends Shareholders to vote in favour of the Resolutions relating to the Proposals at the General Meeting.
The Prospectus will be available for inspection at the National Storage Mechanism which is located at www.hemscott.com/nsm.do. In addition, the Prospectus will be available to view on the Company's website at www.polarcapitaltechnologytrust.co.uk. Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the company's website (or any other website) is incorporated into, or forms part of, this announcement.
Copies of the Prospectus will also be available from the registered office of the Company at 4 Matthew Parker Street London SW1H 9NP.
All capitalised terms not defined in this Announcement shall have the meaning ascribed to them in the Prospectus.
9 February Subscription price calculated (close of business)
10 February Record Date for bonus issue
Announcement of subscription price
11 February at 10.00 a.m. General meeting to approve the bonus issue
14 February at 8.00 a.m. Admission and commencement of dealings in subscription shares on the London Stock Exchange
Subscription shares credited to CREST accounts
Week commencing 21 February Despatch of share certificates
Ben Rogoff 020 7227 2700
Cenkos Securities plc
Will Rogers 020 7397 1920
Dion Di Miceli 020 7397 1921
This announcement is an advertisement and is not a prospectus. Accordingly, investors are advised to read the Prospectus as a whole and make any decision on the basis of information in the Prospectus itself. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase any investments in any jurisdiction nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefore.
This announcement is not for distribution directly or indirectly in or into, and does not constitute an offer to sell or issue or the solicitation of an offer to buy shares in the capital of Polar Capital Technology Trust plc in the United States, of America ("United States"), Australia, Canada, the Republic of South Africa or Japan or any jurisdiction in which such an offer or solicitation is unlawful. The shares referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933 (as amended), or under the securities laws of any state or other political sub-division of the United States or under the applicable securities laws of any of Australia, Canada, the Republic of South Africa or Japan and may not be offered or sold within the United States absent registration or an exemption from registration. No public offering of securities will be made in the United States, Australia, Canada, the Republic of South Africa or Japan.
The Subscription Shares, Subscription Rights and the Ordinary Shares issued pursuant to the exercise of Subscription Rights attaching to the Subscription Shares have not been and will not be registered under the relevant laws of any territory outside of the UK or any state, province or territory thereof. Persons into whose possession this announcement comes, and Qualifying Shareholders wishing to exercise Subscription Rights, are required by the Company and Cenkos Securities Plc to inform themselves about, and to observe, such restrictions.
This announcement has been communicated by Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority.