Carador Repurchase Opportunity FAQs

Transcription

1 Carador Repurchase Opportunity FAQs This document is for information purposes only. This document does not constitute a prospectus for the purposes of the Prospectus (Directive 2003/71/EC) Regulations The Prospectus related to the Repurchase Opportunity can be found on the Company s website ( Capitalised terms not otherwise defined below shall have the meaning given to them in the Prospectus. What is the background of the Repurchase Opportunity? The Company s Articles of Association ( Articles ) contain certain provisions regarding Share repurchase arrangements which may, in certain circumstances (including a discount trigger), be offered to Shareholders. On 2 May 2017, the Company announced that the discount trigger mechanism as set out in the Articles was unlikely to be met at the end of April Notwithstanding this, the Directors used their discretion as provided in the Articles to propose that the Shareholders approve by ordinary resolution a repurchase opportunity whereby Eligible Shareholders (as defined below) may elect to have their Shares converted into repurchase pool shares (the Repurchase Opportunity ). Repurchase pool shares are shares in the Company which participate in a separate pool of assets and liabilities within the Company (the Repurchase Pool ) created for the purposes of the Repurchase Opportunity (the Repurchase Pool Shares ). At the annual general meeting (the AGM ) of the Company held on 31 July 2017, two items of special business that were approved by Shareholders were as follows: a) to offer the Repurchase Opportunity to those Shareholders who may lawfully be offered the opportunity to request the conversion of their Shares into Repurchase Pool Shares as part of the Repurchase Opportunity ( Eligible Shareholders ); and b) a 12 month placement programme to allow for the raising of additional capital (the Placement Programme ). Summary of Shareholder Redemption Mechanic: If shares have traded at an average discount of more than 5% of NAV over the 12- month period to 30 April 2017, and every 5 years thereafter, the Board may at their discretion offer a Repurchase Opportunity to Shareholders. This was not met as of 30 April If the discount trigger is not met, the Board may at their discretion in any event seek shareholder authority (by way of an ordinary resolution) to offer a Repurchase Opportunity for up to 100 per cent of the shares. In addition, the Directors will consider every 2.5 years whether to put a similar resolution to Shareholders to approve a Repurchase Opportunity, at the Board s sole discretion and subject to any necessary changes to the Articles being approved. What is the Repurchase Opportunity? The Directors are offering to Eligible Shareholders the opportunity to convert some or all of their Carador U.S. Dollar Shares ( U.S. Dollar Shares ) into Repurchase Pool Shares, which will participate only in the Repurchase Pool. The Repurchase Pool will be created by allocating to such pool a pro rata amount of the assets and liabilities of the Company attributable to the U.S. Dollar Shares, as at the date when the U.S. Dollar Shares are converted to Repurchase Pool Shares (the Conversion Date ), and the U.S. Dollar Shares will be converted into Repurchase Pool Shares following publication of the NAV for the Conversion Date. 1

2 The Repurchase Pool Shares will be converted on a one-for-one basis with the existing U.S. Dollar Shares. A transaction charge to cover fees, expenses and other costs incurred in connection with the Repurchase Opportunity will be deducted from the Repurchase Pool and will be reflected in the NAV per Repurchase Pool Share upon or following the conversion. Such transaction charge may include, without limitation, the fees, expenses and costs associated with the admission to trading of the Repurchase Pool Shares. The costs and expenses incurred by the Company in connection with the Repurchase Opportunity, which will be borne solely by the Shareholders participating in the Repurchase Opportunity (the Exiting Shareholders ), are estimated to amount to approximately U.S.$0.6 million. If the Repurchase Opportunity does not proceed, the costs associated with offering the Repurchase Opportunity will be borne by the Company as a whole. What are my options if I choose to participate? The Repurchase Pool class election form (the Repurchase Pool Class Election ) includes four options for Eligible Shareholders who wish to elect to participate in the Repurchase Opportunity, namely: 1) allowing Eligible Shareholders to convert some or all of their U.S. Dollar Shares into Repurchase Pool Shares under any circumstance (including where the Repurchase Pool Shares are neither admitted to trading on the Specialist Fund Segment of the London Stock Exchange's Main Market nor to listing on the premium listing segment of the Official List nor to trading on the Premium Segment of the London Stock Exchange's Main Market); 2) allowing Eligible Shareholders to convert some or all of their U.S. Dollar Shares into Repurchase Pool Shares, conditional only on the Repurchase Pool Shares being admitted to trading on the Specialist Fund Segment of the London Stock Exchange's Main Market or to listing on the premium listing segment of the Official List and to trading on the Premium Segment of the London Stock Exchange's Main Market; 3) allowing Eligible Shareholders to convert some or all of their U.S. Dollar Shares into Repurchase Pool Shares under any circumstance whilst also specifying that they do not wish, following implementation of the Repurchase Opportunity, to hold U.S. Dollar Shares exceeding a specified percentage of the total number of U.S. Dollar Shares in issue in the Company (the "Maximum Percentage Holding"); or 4) allowing Eligible Shareholders to convert some or all of their U.S. Dollar Shares into Repurchase Pool Shares, conditional only on the Repurchase Pool Shares being admitted to trading on the Specialist Fund Segment of the London Stock Exchange's Main Market or to listing on the premium listing segment of the Official List and to trading on the Premium Segment of the London Stock Exchange's Main Market, whilst also specifying a Maximum Percentage Holding. In tabular format: Convert All or Some Shares Convert Conditional on Listing on LSE Specified Maximum Percentage Holding of Carador Post Opportunity Option 1 X Option 2 X X Option 3 X X Option 4 X X X 2

3 Is the difference between options 1 and 3 that option 1 is to receive as many shares as elected for no matter the circumstance, and option 3 to receive only up to the maximum % and no more than this? To clarify, the Maximum Percentage Holding refers to the ongoing holdings of U.S. Dollar Shares rather than the Repurchase Pool Shares. Under option 1, shareholders will convert all of their U.S. Dollar Shares that are specified in the Repurchase Pool Class Election form. Under option 3, shareholders can specify what they would like their maximum ownership of the Company to be after the Repurchase Opportunity has concluded. Where a Maximum Percentage Holding is specified, the total number of U.S. Dollar Shares to be converted into Repurchase Pool Shares for such a Shareholder will be adjusted by the Company to ensure that the specified Maximum Percentage Holding following implementation of the Repurchase Opportunity is not exceeded. Is the Maximum Percentage Holding set by the company or is this set by the client on a case by case basis at their discretion? What is the max % if available now? The Maximum Percentage Holding is set by the client in their discretion. If conditions for listing on a specific London Stock Exchange ( LSE ) platform is not met for options 2 and 4, will those who instructed on that option retain their holding of Carador (IE00B3D60Z08)? What are the conditions for LSE listing? The Company will notify shareholders if the conditions for listing on the specific LSE platform are not met. Shareholders would then retain their original U.S. Dollar Shares. The Company is actively trying to act in the best interests for investors by pursuing admission to trading for the Repurchase Pool Shares on the Specialist Fund Segment of the London Stock Exchange's Main Market ( SFS ) or to listing on the premium listing segment of the Official List and to trading on the Premium Segment of the London Stock Exchange's Main Market ( Premium Listing ). In order for a company to be admitted, there must be a certain percentage of shares held in public hands. The SFS has a lower threshold than that Premium Listing, requiring that at least 10% of shares of a class must be held in public hands, versus at least 25% for a Premium Listing. Further, those 10% of shares must not be composed of shareholders with 5% or more ownership (shareholders must hold 4.99% or less to be considered in public hands ). Is there any given date when the result of the possible special admission to the LSE will be known? Is there a point whereby clients instructing for options 2 & 4 will know whether they will convert or not? We expect to know the result of the LSE admission as soon as possible after closing the offer on 26 October 2017, though as there are checks that need to be run this is a target date and not definitive at this time. How long will it take to liquidate the Repurchase Pool? Under normal market circumstances, we expect it should be possible to realise the assets comprising the Repurchase Pool within six to twelve months of the Conversion Date. However, this may take significantly longer in the case of certain assets or in less favourable market conditions. Accordingly, investors should be prepared for a scenario in which a proportion of the assets attributable to the Repurchase Pool may not be capable of realisation for an indefinite period that may be significantly longer than twelve months. Any 3

4 change to the anticipated timing for realisation will be notified by the Company through a Regulatory Information Service. Will the cash then be paid in tranches at different percentages or will this be paid in one lump sum? Cash payments will be made on a pro rata basis to Exiting Shareholders, at the discretion of the Directors, as assets in the Repurchase Pool are realised. All payments will be made in U.S. Dollars. Capital will be returned to Exiting Shareholders by the Company compulsorily repurchasing a pro rata number of Repurchase Pool Shares as cash becomes available to distribute as proceeds of the realisation of the assets. The repurchase price per Repurchase Pool Share will be the NAV per Share of such Repurchase Pool Shares as of the most recent NAV Calculation Date. The NAV per Repurchase Pool Share will be equal to the NAV attributable to the Repurchase Pool divided by the number of Repurchase Pool Shares in issue as at the relevant date. Once repurchased, the Repurchase Pool Shares will be cancelled. Repurchase proceeds shall be paid by way of despatch of cheques or by means of CREST (by the Registrar procuring the creation of a CREST payment in favour of the Shareholder s payment bank in accordance with the CREST payment arrangements) within 30 Business Days of the relevant NAV Calculation Date. The Company will make an announcement to Shareholders at the time any cash payment is to be made following the realisation of any other assets comprised in the Repurchase Pool, which will state the amount per Repurchase Pool Share to be distributed, what proportion of the Repurchase Pool has been distributed to Exiting Shareholders and, to the extent known to the Company, when Exiting Shareholders can expect to receive any outstanding amounts from the realised assets. What is the timing of the Repurchase Opportunity? Action Deadline Receipt Deadline of Repurchase Pool Class Elections 5.00 p.m. on 26 October2017 Conversion Date 31 October 2017 Conversion of U.S. Dollar Shares in respect of which 8.00 a.m. on 22 November 2017 valid Repurchase Pool Class Elections have been received into Repurchase Pool Shares Admission of the Repurchase Pool Shares 8.00 a.m. on 22 November 2017 Crediting of CREST stock accounts in respect of the Repurchase Pool Shares Share certificates despatched in respect of the Repurchase Pool Shares 22 November 2017 No later than week commencing 27 November 2017 (or as soon as practicable thereafter) Note: the above timings are subject to change in the circumstances described in the Prospectus. Are there any circumstances under which the Repurchase Opportunity will not occur? Assuming that Repurchase Pool Class Elections are validly submitted: a) If the anticipated costs of implementing the Repurchase Opportunity would exceed 5% of the NAV of the Repurchase Pool Shares after conversion, the Directors may determine, at their discretion, that the Repurchase Opportunity will not be 4

5 implemented and all Shareholders that submitted Repurchase Pool Class Elections will continue to hold U.S. Dollar Shares. b) If Repurchase Pool Class Election forms are validly submitted with respect to 75% or more of all Shares in the Company, the Directors may elect, at their discretion and in accordance with the Articles, instead of implementing the Repurchase Opportunity, to convene an extraordinary general meeting of the Company at which a resolution shall be proposed to wind up the Company. Is this event voluntary, is there an option to take no action and opt out completely? Yes, this is a voluntary event. If Shareholders do not wish to participate in the Repurchase Opportunity, they should not do anything, including not completing the Repurchase Pool Class Election form if they are a certificated holder. By opting out, shareholders will continue to hold their U.S. Dollar Shares. Can you please clarify how eligibility is determined? Are all current shareholders eligible so long as they are not in a restricted territory (USA, Canada, Australia, Japan), or are only certain shareholders eligible? Eligibility is the responsibility of each shareholder to determine and generally based on overseas securities laws. Each shareholder should consider their eligibility in accordance with the below excerpt from the Prospectus. Overseas laws and regulations may restrict the offering of the Repurchase Opportunity to Shareholders in certain jurisdictions outside Ireland and the United Kingdom, including but not limited to the United States. This Prospectus will not be distributed, and an offer of Repurchase Pool Shares will not be made, in Canada, Australia, Japan or in any other jurisdiction where to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction. It is the responsibility of each overseas Shareholder to satisfy himself that the Repurchase Opportunity offer may be made to him and that, if relevant, he may avail himself of such Repurchase Opportunity, and that in doing so he has complied with all relevant overseas filing, exchange control and other requirements and paid all taxes and fees which may be payable. Any Shareholders who are not Eligible Shareholders shall be deemed to have elected not to participate in the Repurchase Opportunity. What movement, if any, occurs on the IE00B3D60Z08 line? Is there a debit of this line with a following credit on to one of the ascented QQ ISINs or is there no debit and only a credit of the QQ and then subsequent IE00BF7TWD13 line Per Computershare Investor Services (Ireland) Limited, the Company s registrar, based on how the corporate action has been set up in CREST, there doesn t appear to be any assenting QQ lines and if you are seeing assenting QQ lines, it may be a question to refer to Euroclear. However, generally speaking, at the conclusion of the Repurchase Opportunity, there will be a debit from a shareholder s CREST account of any U.S. Dollar Shares being converted from IE00B3D60Z08 and a credit to their CREST account of Repurchase Pool Shares on IE00BF7TWD13. Is the form mentioned in the company document required for anyone other than certificated holders and/or those required to complete the US investors letter? Can everyone else simply elect via CREST? Only certificated holders and/or those required to complete the US investors letter need to complete a form as set out in the Prospectus. All uncertificated Eligible Shareholders can elect to participate in the Repurchase Opportunity via CREST. 5

6 Are we able to specify the percentages for options 3 & 4 per beneficial owner? Or will we only be able to do this at nominee level? We have multiple account holders within an omnibus structure therefore may need to send multiple percentage specifications per nominee account. If a nominee was electing for options 1 or 2, then ideally we would want to receive an aggregated instruction into CREST. If a nominee was electing into options 3 or 4 and had more than one underlying beneficiary that needs to specify a Maximum Percentage Holding, then they could put in a separate election for each underlying beneficiary for the total number of shares held by that beneficiary in order to specify their Maximum Percentage Holding. Can clients instruct partially across all options or are they only permitted to instruct through a single option? So long as the number of shares instructed does not exceed the total number of shares held, and multiple elections do not invalidate each other, shareholders can provide instructions all options. If a Repurchase Pool Class Election form is deemed invalid because of conflicting instructions, the shareholder will be deemed to have elected not to participate in the Repurchase Opportunity. 6