Terra Capital PLC Second Compulsory Redemption of Shares (0270C)

TIDMTCA

RNS Number : 0270C

Terra Capital PLC

26 September 2018

TERRA CAPITAL PLC (THE "COMPANY")

SECOND COMPULSORY REDEMPTION OF SHARES

Legal Entity Identifier: 2138006S6U2X7L4R8V74

26 September 2018

Further to the Company's previous announcements and as per the Compulsory Redemption mechanism outlined in the Company's Circular dated 15 June 2018 (the "Circular"), the Company advises that it will return to Shareholders by way of a compulsory partial redemption of Ordinary Shares an amount of approximately $11.8 million.

The Investment Manager continues to realise the portfolio of investments and the Board expects to announce a third redemption before the end of 2018.

The percentage of Ordinary Shares being redeemed has been determined at the Directors' sole discretion and does not relate to the percentage of proceeds being distributed following the realisation of the Company's portfolio. The number of Ordinary Shares to be redeemed in aggregate in this second redemption will represent 50 per cent. of the Company's issued share capital (the "Redemption") as at close of business on Wednesday 3 October 2018 (the "Redemption Record Date").

Payment will be made on 10 October 2018 being the redemption payment date (the "Redemption Payment Date"). The Redemption Price will be $1.07 for each Ordinary Share being redeemed (the "Redemption Price").

The Redemption Price has been determined by the Directors based on the Net Asset Value as at 31 August 2018 which was announced to the market on 17 September 2018 which has been adjusted in consultation with the manager to reflect declines in frontier markets since 31 August. As the Company is now operating as a realisation company, the calculation of the Net Asset Value includes an estimate of liquidation costs and a provision for all ongoing fees and expenses expected to be incurred by the Company in realising the assets and prior to liquidation. As at 31 August 2018 these provisions amounted to approximately $719,000 including a provision for an amount of $255,000 which will be payable to the Manager, based on all of the remaining assets being returned to shareholders in cash at the current NAV, in accordance with the revised management fee arrangements announced to the market in the Circular dated 15 June 2018.

The Redemption will be effected pro rata to the holdings of Ordinary Shares on the register at the close of business on Wednesday 3 October 2018, being the Redemption Record Date. No fractions of Ordinary Shares will be redeemed and the number of Ordinary Shares to be redeemed for each Shareholder will be rounded down to the nearest whole number of Ordinary Shares as appropriate.

All existing Ordinary Shares will be traded under the existing ISIN number IM00BD3D1V47 (the "Old ISIN") until close of business on the Redemption Record Date. The Ordinary Shares being redeemed will be disabled in CREST after close of business on the Redemption Record Date and the Old ISIN will expire. The Ordinary Shares being redeemed will be cancelled and all proceeds of the Redemption will be paid in US Dollars on or around the Redemption Payment Date.

The new ISIN number IM00BFD2HQ29 (the "New ISIN"), in respect of the remaining Shares which have not been redeemed, will be enabled and available for transactions from 08:00 on 4 October 2018. CREST will automatically transform any open transactions as at the Redemption Date into the New ISIN.

Expected timetable:

 
  Redemption Record Date          3 October 2018 
  Redemption Date and new ISIN    04 October 2018 
   enabled 
  Redemption Payment Date (on     10 October 2018 
   or around) 
 

Terms not defined in this announcement shall have the same meaning as those defined in the Circular.

For more information, please visit www.terracapitalplc.com or contact:

Galileo Fund Services Limited (Administrator)

Frazer Pickering

[phone]

Panmure Gordon (UK) Limited (Nominated adviser and corporate broker)

Jonathan Becher

[phone]

Terra Capital plc.

Ian Dungate, Director

[phone]

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September 26, 2018 07:02 ET (11:02 GMT)