Life Settlement Assets PLC Tender Offer (0981B)

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RNS Number : 0981B

Life Settlement Assets PLC

04 June 2019

Life Settlement Assets PLC

LEI: 2138003OL2VBXWG1BZ27

(the "Company" or "LSA")

Tender Offer Circular

Further to the announcement on 14 May 2019 relating to the return of capital to A, D and E Ordinary Shareholders, the Company has today posted a Circular (the "Circular") in respect of the proposed tender offer to A Ordinary Shareholders for up to 5,555,555 A Ordinary Shares and notice of a General Meeting.

INTRODUCTION AND BACKGROUND

On 7 January 2019 and 6 March 2019, the Company announced that it had received notification of various policy maturities with an aggregate face value of approximately US$35 million. In light of these sizeable policy maturities (all of which have now been verified, valued and collected), the Company announced proposals to return capital to Shareholders, including the proposed Tender Offer.

The implementation of the Tender Offer requires the Company to obtain certain Shareholder approvals and the settlement of the Tender Offer is conditional upon the Company having sufficient distributable reserves to fund the purchase of A Ordinary Shares that have been validly tendered.

The purpose of the Circular is to provide further details of the Tender Offer and to convene the General Meeting and the A Ordinary Share Class Meeting at which the relevant Shareholder approvals will be sought.

THE TER OFFER

Size of the Tender Offer and Tender Price

Under the terms of the Tender Offer, Eligible A Ordinary Shareholders will be able to tender up to 12.2 per cent. of the A Ordinary Shares registered in their name on the Register as at the Record Date (the "Basic Entitlement"), rounded down to the nearest whole number of A Ordinary Shares. Eligible A Ordinary Shareholders will also have the option to tender additional A Ordinary Shares, but such excess tender will be satisfied only to the extent that other Eligible A Ordinary Shareholders tender less than their Basic Entitlement.

An Eligible A Ordinary Shareholder tendering up to its Basic Entitlement will have its tender satisfied in full. Any Eligible A Ordinary Shareholder tendering more than its Basic Entitlement (an "Excess Application") will have its Excess Application satisfied to the extent that there are sufficient remaining Available Shares. Such Available Shares shall be apportioned to Eligible A Ordinary Shareholders pro rata to their Excess Applications should other Eligible A Ordinary Shareholders not tender the full amount of their Basic Entitlement and as a result of Excluded A Ordinary Shareholders not being permitted to participate in the Tender Offer.

The Tender Price is at a discount of 17.6 per cent. to the Net Asset Value per A Ordinary Share (as at 31 March 2019). Assuming that the maximum number of A Ordinary Shares were acquired under the Tender Offer, the purchase of A Ordinary Shares under the Tender Offer would be expected to cause a small uplift in the Net Asset Value per A Ordinary Share for A Ordinary Shareholders who continue with their investment in A Ordinary Shares.

It is intended that, in relation to the special dividend included within the current return of capital proposals, all A Ordinary Shareholders regardless of the extent to which they participate in the Tender Offer (or not) will be eligible for any such special dividend, once declared, provided that they are on the register of A Ordinary Shareholders on 28 June 2019, being the expected record date for the special dividend.

Availability and Terms of the Tender Offer

The Tender Offer is available to Eligible A Ordinary Shareholders on the Register as at the Record Date, which is close of business on 6 June 2019.

The Tender Offer is not available to A Ordinary Shareholders with a registered address in or who are located in a Restricted Jurisdiction ("Excluded A Ordinary Shareholders"). It is the responsibility of all Non-UK Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.

The Tender Offer is subject to certain conditions and may be suspended or terminated in certain circumstances, as set out in the Circular.

Implementation of the Tender Offer

In making the Tender Offer, Shore Capital will purchase the A Ordinary Shares which have been validly tendered as principal by means of an on-market purchase from tendering A Ordinary Shareholders and will sell the tendered A Ordinary Shares acquired by it on to the Company pursuant to the terms of the Repurchase Agreement. All A Ordinary Shares acquired by the Company from Shore Capital under the Repurchase Agreement will be cancelled.

Shareholder Approvals

The implementation of the Tender Offer requires the approval of all Shareholders by way of a special resolution at the General Meeting, as well as the approval of the A Ordinary Shareholders by way of a special resolution at the A Ordinary Share Class Meeting. The Resolutions permit the Company to effect the Tender Offer subject to the terms and conditions of the Tender Offer and the extent to which Eligible A Ordinary Shareholders tender their A Ordinary Shares.

The authorities granted by the Resolutions will be separate and in addition to the general ongoing authorities relating to repurchases of Ordinary Shares.

SHARE PREMIUM ACCOUNT CANCELLATION

On 29 January 2018, as part of the preparations for the admission to trading of the Company's shares on the London Stock Exchange, the Company resolved that, subject to the confirmation of the Court, the share premium account of the Company immediately following Admission be cancelled, and the total amount standing to the credit of the share premium account immediately following Admission be credited to a reserve (the "Share Premium Account Cancellation").

Implementation of the Tender Offer requires, amongst other things, the Share Premium Account Cancellation to take place in order to create sufficient distributable reserves in the Company. Settlement of the Tender Offer is conditional on the Share Premium Account Cancellation being confirmed by the Court and registered at Companies House.

A claim form in respect of the Share Premium Account Cancellation was filed with the Court on 29 May 2019 and it is expected that confirmation and registration of the Share Premium Account Cancellation will take place on 18 June 2019.

SHAREHOLDER MEETINGS

Notices convening the General Meeting and the A Ordinary Share Class Meeting, to be held at

11.00 a.m. and 11.05 a.m. respectively on 3 July 2019, each at the offices of Hogan Lovells

International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG, are set out in the Circular.

EXPECTED TIMETABLE

 
                                                                             2019 
 
 Posting of Circular and Tender Forms                                      4 June 
 Record Date for the Tender Offer                        Close of business 6 June 
 Final hearing to confirm the Share Premium                               18 June 
  Account Cancellation and expected date 
  of registration of the court order confirming 
  the Share Premium Account Cancellation 
  at Companies House 
 Confirmation of Share Premium Account                     As soon as practicable 
  Cancellation and repurchase date for                     following registration 
  successfully tendered A Ordinary Shares           of the court order confirming 
  announced                                             the Share Premium Account 
                                                        Cancellation at Companies 
                                                                            House 
 Expected special dividend record date                                    28 June 
 Latest time and date for receipt of Proxy                   11.00 a.m. on 1 July 
  Votes for the General Meeting 
 Latest time and date for receipt of Proxy                   11.05 a.m. on 1 July 
  Votes for the A Ordinary Share Class 
  Meeting 
 Closing Date: latest time and date for                       1.00 p.m. on 1 July 
  receipt of Tender Forms and TTE Instructions 
  in CREST 
 General Meeting                                             11.00 a.m. on 3 July 
 A Ordinary Share Class Meeting                              11.05 a.m. on 3 July 
 Results of Tender Offer announced                                         3 July 
 Results of General Meeting and A Ordinary                                 3 July 
  Share Class Meeting announced 
 Expected repurchase date                                                  4 July 
 Settlement Date: cheques despatched and                   Within 5 Business Days 
  CREST accounts credited with proceeds                  following the repurchase 
  in respect of successfully tendered A            date for successfully tendered 
  Ordinary Shares and with uncertificated                       A Ordinary Shares 
  A Ordinary Shares not purchased 
 Despatch of balance share certificates                    Within 5 Business Days 
  in respect of A Ordinary Shares not purchased          following the repurchase 
                                                   date for successfully tendered 
                                                                A Ordinary Shares 
 

Each of the times and dates in the above timetable is subject to change and may be extended or brought forward without further notice. The Company will notify investors of any such changes to these times and dates by making an announcement via a Regulatory Information Service.

References to times are to London times unless otherwise stated.

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

Enquiries:

Acheron Capital Limited (Investment Manager)

Jean-Michel Paul

020 7258 5990

Shore Capital (Financial Adviser and Broker)

Robert Finlay

020 7601 6115

George Bayer / Kerry Higgins

Maitland Administration Services Limited

Company Secretary

Tel: [phone]

TB Cardew (Financial PR)

Shan Shan Willenbrock

020 7930 0777

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June 04, 2019 06:53 ET (10:53 GMT)