Tender Offer
09 September 2009 - 11:26AM
UK Regulatory
TIDMGIR
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN
Gartmore Irish Growth Fund PLC
Tender Offer
9 September 2009
Introduction
Further to the Company's announcement on 7 August 2009 concerning a proposed
Tender Offer for the purchase of up to 30 per cent of its issued share capital,
the Company has today published a circular to Shareholders containing details
of the Tender Offer.
The Tender Offer is available to Shareholders (other than certain Overseas
Persons) on the Register as at 5.00 p.m. on 12 August 2009.
Background to the Tender Offer
The Company operates a buy-back policy which has the dual objective of
enhancing Net Asset Value per Share and providing more liquidity for the
Shares. The policy has been successful in enhancing Net Asset Value per Share,
but the turbulent stock markets have not been helpful in improving liquidity at
a reasonable discount. The Board is therefore proposing a tender offer for up
to 30 per cent of the Company's issued share capital at a price of 92 per cent
of the Tender NAV, determined as at the Calculation Date. This proposal will
give some immediate liquidity to those Shareholders who wish to realise all or
part of their investment in the Company, while at the same time providing
ongoing Shareholders with an uplift in their Net Asset Value per Share.
The Directors will not be tendering any of their Shares in the Company.
The Tender Offer
Under the Tender Offer, Shareholders (other than certain Overseas Persons) will
be entitled to tender up to 30 per cent of their holdings as at the Record Date
("Basic Entitlement"). Shareholders will also be able to tender additional
Shares. Such tenders will be satisfied to the extent that other Shareholders
tender less than their Basic Entitlement and will be satisfied on a pro rata
basis. Investors who hold Shares through the Gartmore Savings Schemes ("Scheme
Participants") will be treated in the same way as Shareholders for the purposes
of any pro-rating of tenders in excess of their Basic Entitlement.
The Tender Offer is being made at 92 per cent of the Tender NAV determined as
at the Calculation Date. The Tender NAV will include any accrued net income of
the Company but will exclude the costs of the Tender Offer.
The Tender Offer is being made by Winterflood Securities. Winterflood
Securities will, as principal, purchase the Shares tendered at the Tender Price
by means of on-market purchases and, immediately upon completion of those
purchases, sell them to the Company at the Tender Price. All Shares acquired by
the Company under the Tender Offer will be cancelled. The repurchase of Shares
by the Company will be funded from cash resources and the proceeds of sale of
investments in the Company's portfolio.
Share Buy-Back Policy
The Board has a policy of buying back Shares at times when it is believed to be
attractive to Shareholders. In particular, Shares are bought back when the
discount at which the Shares trade relative to Net Asset Value is considered
too high, which enhances the Net Asset Value per Share for continuing
Shareholders.
It is the Board's intention to continue to use the Company's existing buy-back
authority following completion of the Tender Offer in normal market conditions
and where it believes Shareholder value and liquidity in the Shares can be
enhanced. No part of the authority to make market purchases granted at the
Annual General Meeting of the Company held on 3 September 2009 will be used to
implement the Tender Offer. The Company will limit repurchases under the buy
back authority to 14.99 per cent of the number of Shares in issue following
completion of the Tender Offer.
General Meeting
Implementation of the Tender Offer requires the approval of the Shareholders.
The General Meeting to vote on the proposed special resolution to approve the
Tender Offer will be held at 10.30 a.m. on 2 October 2009. The notice convening
the General Meeting is set out at the end of the Circular.
Expected timetable
2009
Record Date for Tender Offer 5.00 p.m. on 12 August
Latest time and date for receipt of Voting 3.00 p.m. on 24 September
Direction Forms for the General Meeting and
Scheme Tender Forms
Latest time and date for receipt of Forms of 10.30 a.m. on 30 September
Proxy
Latest time and date for receipt of Tender Forms 1.00 a.m. on 30 September
and TTE instructions in CREST
General Meeting 10.30 p.m. on 2 October
Calculation Date close of business 2 October
Result of Tender Offer and Tender Price by 8 October
announced
Cheques despatched in respect of proceeds of the by 14 October
Tender Offer and CREST accounts credited with
proceeds of Tender Offer and unsold
uncertificated Shares
Balance share certificates in respect of unsold by 14 October
certificated Shares despatched
Despatch of cheques to Scheme Participants in by 21 October
respect of the Tender Offer
Terms used and not defined in this announcement bear the meaning given to them
in the Circular dated 8 September 2009.
A copy of the Circular has been submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Enquiries:
Melissa Gallagher 020 7782 2124
Gartmore Investment Limited
Robin Archibald/Katie Standley 020 3100 0290/0297
Winterflood Investment Trusts
END
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