Global Fixed Income Realisation Ltd Publication of Tender Offer Circular (4224M)

TIDMGFIR

RNS Number : 4224M

Global Fixed Income Realisation Ltd

27 April 2018

27 April 2018

GLOBAL FIXED INCOME REALISATION LIMITED

(a closed-ended investment company incorporated in Guernsey with registration number 45717)

PUBLICATION OF TENDER OFFER CIRCULAR

Further to the announcement of 11 April 2018, the Board of Global Fixed Income Realisation Limited (the "Company") announces that a circular has today been circulated to shareholders in connection with the proposed tender offer (the "Circular").

Please click on the following link to view the Circular:

www.ise.ie/app/announcementDetails.aspx?ID=13621984

Copies of the Circular can also be found on the Company's website at https://www.lumx.com/gfir/gfir.

Full details of the tender offer are set out in the Circular. The following summarises the key elements of the Tender Offer:

-- Shareholders (other than Shareholders in Restricted Jurisdictions) who hold their Shares in certificated form are invited to tender any or all of their Shares by returning a Tender Form specifying the number of their Shares that they are prepared to tender to Numis for purchase. If the Shares are held through CREST Shareholders (other than Shareholders in Restricted Jurisdictions) should submit the relevant TTE Instruction instead.

-- Tendering Shareholders will bear the costs of the Tender Offer through the application of the Tender Discount, equivalent to 0.5 per cent., which is equal to the estimated Tender Costs as a percentage of the Aggregate Gross Consideration.

-- The Tender Price will be GBP0.319295, which is calculated based on the GBP0.3209 unaudited NAV per Share at 29 March 2018 less the Tender Discount.

-- The maximum aggregate number of Shares the subject of the Tender Offer will be 12,527,599, equal to the Aggregate Gross Consideration divided by the Tender Price, rounded down to the nearest whole number of Shares (the "Maximum Tender"). Each Shareholder shall be entitled to have Numis repurchase a number of Shares that is equal to a certain percentage of its holding of Shares (the "Basic Entitlement"). This percentage is 47.550218 per cent. which is the percentage which the Maximum Tender represents to the entire issued share capital of the Company (rounded down to the nearest whole number of Shares).

-- The Tender Price represents a premium of approximately 38 per cent. to the mid-market closing price per Share on 26 April 2018 of GBP0.231.

-- Shareholders who validly tender a number of Shares that is less than or equal to their Basic Entitlement will have their tenders satisfied in full (subject to the Tender Offer not having lapsed or been terminated) (the number of Shares subject to such tenders being the "Satisfied Tenders").

-- Shareholders who validly tender a number of Shares that is higher than their Basic Entitlement (such Shareholder being an "Excess Tender Shareholder" and the number of Shares subject to such tenders being the "Excess Tenders") will (subject to the Tender Offer not having lapsed or been terminated) have their tenders either:

-- satisfied in full (up to 100 per cent. of their shareholding on the Tender Record Date) if the aggregate of the Excess Tenders is less than or equal to the Maximum Tender less the aggregate of the Satisfied Tenders; or

-- satisfied to the level of their Basic Entitlements plus such number of Shares as is derived from the application of the following formula (rounded down to the nearest whole Share):

 
     A x       (B - (C 
                + D)) 
                  E 
 

Where:

   A =     the number of Shares tendered by such Excess Shareholder less their Basic Entitlement; 
   B =     the Maximum Tender; 
   C =     the aggregate of the Satisfied Tenders; 
   D =     the aggregate of the Basic Entitlements of the Excess Tender Shareholders; and 

E = the aggregate of the Excess Tenders less the aggregate of the Basic Entitlements of the Excess Tender Shareholders.

Please refer to Part IV of the Circular for a worked example of this formula.

-- All references to Shareholders in this document are to the holders of legal title to Shares whose names are shown on the Register. All calculations will be done by reference to the Register only. The Company shall not be responsible for any calculations in respect of the entitlements of the holders of beneficial title to Shares.

-- All successfully tendered Shares will be purchased on-market by Numis at the Tender Price. The Company shall, in turn, acquire those Shares from Numis, in accordance with the terms of the Repurchase Agreement, for cancellation.

-- The Tender Offer is subject to certain conditions, which are set out in Part IV of the Circular. In addition, the Tender Offer may be terminated in certain circumstances as set out in Part IV of the Circular.

The expected timetable for the Tender Offer is:

 
     Latest time and date for receiving                 6.00 p.m. on 16 May 2018 
      Tender Forms and TTE Instructions 
     Tender Record Date                              close of business on 16 May 
                                                                            2018 
     Tender Purchase Date and announcement                           17 May 2018 
      of result of Tender 
     Despatch of cheques for Tender Offer             23 May 2018 (or as soon as 
      consideration in respect of certificated           practicable thereafter) 
      shares sold under the Tender Offer 
     Despatch of any balance certificates             23 May 2018 (or as soon as 
      in respect of any unsold certificated              practicable thereafter) 
      Shares 
 

Enquiries

Numis Securities Limited

Nathan Brown, Corporate Broking and Advisory

Tel. [phone]

Email: [e-mail]

Praxis Fund Services Limited

Tel. [phone]

Important Information

The information in this announcement should be read in conjunction with the full text of the Circular. Capitalised terms used in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the Circular.

This announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful.

This announcement is for information purposes only and does not constitute an invitation to tender shares or otherwise acquire or dispose of securities in the Company in any jurisdiction.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and is acting for no-one else in connection with any tender offer declared by the Company and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to any tender offer by the Company or any other matter referred to herein. To the fullest extent permitted by law recipients agree that Numis shall not have any liability (direct or indirect) for or in connection with this announcement or any matters arising out of or in connection herewith. Numis has not authorised the contents of, or any part of, this announcement.

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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April 27, 2018 07:43 ET (11:43 GMT)