Capital Structure at 2 September 2010
The Company’s Ordinary Shares are listed on the London Stock Exchange AIM market, the Bermuda Stock Exchange and the Channel Islands Stock Exchange. Ordinary Shares 75,022,239 ordinary shares of 10p each were in issue following admission on 20 July 2005. On 14th July 2006, C Shares (issued in May 2006) were converted into Ordinary Shares at a ratio of 0.89516615 Ordinary shares per C Share (based on the relative NAVs of the two classes of shares at 30th June 2006). This resulted in the further issuance of 89,516,516 Ordinary shares. On 14th March 2008, the C Shares (issued in December 2007) were converted into Ordinary Shares at a ratio of 0.5546 Ordinary shares per C Share (based on the relative NAVs of the two classes of shares at 29th Feburary 2008). This resulted in the further issuance of 47,141,000 Ordinary shares. An additional 138,421 shares have been issued and allocated to the company's directors in accordance with their fee entitlements as detailed in the company's admission document, 1,301,992 shares have been issued to Ingot Capital Management Pty Limited in respect of performance fees and 2,437,555 shares have been issued following the exercise of warrants on exercise dates to 31 January 2010. A further 312,391 shares have been issued following the exercise of S shares on exercise dates to 31 January 2010. On 1 April 2009, the company bought back 250,000 shares, which were subsequently cancelled. 900,000 shares were bought back and cancelled in September 2009, a further 900,000 were bought back and cancelled in December 2009, 10,525,000 were bought back and cancelled during March 2010 and 1,500,885 were bought back and cancelled during June 2010. 23,381,822 shares were issued in August 2010 relating to the exercise of Warrants and S Shares. Post this, a total of 2,056,143 shares were bought back and cancelled by the company, with a further purchase and cancellation of 2,610,579 shares later in that month. In September 2010, a further 1,354,800 shares were bought back and cancelled. Warrants 15,004,447 Warrants were issued on admission to ordinary shareholders on a 1 for 5 basis. In July 2006, New Warrants, issued as part of the C Share offer and placing, were consolidated inline with the C Share to Ordinary Share conversion and the terms were altered such that they are identical in all respects to the existing warrants. Therefore the number of Warrants increased by 17,903,242 on this date. Each warrant entitled the holder to subscribe for 1 Ordinary Share at a subscription price of 100p with the last exercise date being 2 August 2010. For full details please refer to the admission document dated July 2005, the prospectus dated April 2006 and the letter to warrantholders with regard to the final exercise opportunity available in the Official Documents section.
S Shares 9,219,100 S Shares were issued at 8am on 14th March 2008 following their conversion from 17,000,000 Subscription Shares issued as part of the December 2007 C Share issue. Each S share entitled the holder to subscribe for 1 Ordinary Share at a subscription price of 100p with the last exercise date being 2 August 2010. For full details please refer to the C Share prospectus dated November 2007 and the letter to S Shareholders with regard to the final exercise opportunity available in the Official Documents section. C Shares (2007) & Subscription Shares 85,000,000 C shares of 50p each were in issue following admission on 19 December 2007. The C Shares were converted into 47,141,000 Ordinary shares as at 8am on 14th March 2008. 17,000,000 subscription shares issued on admission on a 1 for 5 basis to C Share subscribers. These were converted into 9,219,100 S Shares as at 8am on 14th March 2008. C Shares (2006) & New Warrants 100,000,000 C shares of 50p each were in issue following admission on 12th May 2006. The C Shares were converted into 89,516,517 Ordinary shares as at 8am on 17th July 2006. 20,000,000 New Warrants were consolidated into 17,903,242 Warrants in the company as at 8am on 17th July 2006. Gearing The Company may, from time to time, use bank borrowings for short-term liquidity purposes and, if the Directors deem prudent, for longer term purposes. The Directors intend to restrict bank borrowings on a longer term basis to 25% of Gross Assets. The Company has a £25.0m multi-currency facility with Bank of Scotland until 31st March 2012. Duration of the Company The Company has an indefinite life but a continuation resolution will be proposed at the annual general meeting to be held in 2012. Substantial Share Interests The Company is aware, as at 9 June 2010, of the following holdings of 3% and over of its Ordinary share capital.
* Client holdings registered in the name of Nominee companies 100% owned by Rensburg Sheppards Investment Management Limited. The percentage of ordinary shares not in public hands, as defined in the AIM Rules, as at 9 June 2010 is 36.63%. This represents the shareholdings of the substantial shareholders (holders with over 10% as disclosed above) and the directors.
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