This is an update of the announcement from 07:00 27.11.2017 GMT. Reason for the update: The reference to "[GM Date]" in the 2nd paragraph has been replaced by a reference to "Wednesday, 13 December". All other details remain unchanged.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.
27 November 2017
GEIGER COUNTER LIMITED
(THE "COMPANY")
Publication of Listing Document
in respect of
Proposed Bonus Issue of Subscription Shares
Introduction
Further to the announcement made by the Board on 3 May 2017 in which it was stated that the Company was considering a bonus issue of subscription shares to the Company's existing shareholders, the Company will publish today a listing document (the "Listing Document") setting out details of the proposed Bonus Issue.
Implementation of the Bonus Issue requires certain amendments to the Company's articles of association to provide for the rights of the Subscription Shares and Shareholder approval to give effect to the Bonus Issue. The Listing Document includes a notice convening an extraordinary general meeting of the Company to be held on Wednesday, 13 December 2017 at which a special resolution will be proposed to:
- approve the adoption of the New Articles containing the rights attaching to the Subscription Shares;
- authorise the Directors to allot the Subscription Shares pursuant to the Bonus Issue and the Ordinary Shares pursuant to any exercise of the Subscription Share Rights;
- authorise the capitalisation of sums standing to the credit of the Company's reserve accounts or other resources available for distribution to Ordinary Shareholders in paying up in full the Subscription Shares to be issued pursuant to the Bonus Issue; and
- grant the Company a general authority to buy-back in the market up to 14.99 per cent. of the Subscription Shares.
The Bonus Issue is conditional on the passing of the EGM Resolution, as well as on the admission of the Subscription Shares to listing on The International Stock Exchange and to trading on the London Stock Exchange's SETSqx platform ("Admission").
The Listing Document will shortly be available to view on the section of the Investment Manager's website dedicated to the Company (http://ncim.co.uk/geiger-counter-ltd/). Capitalised terms used in this announcement shall have the same meaning ascribed to them in the Listing Document.
The Bonus Issue
The Company is proposing to issue Subscription Shares, by way of a bonus issue and free of consideration, to Qualifying Shareholders on the register of members at 5.00 p.m. on Wednesday, 13 December 2017 on the basis of one Subscription Share for every two Ordinary Shares then held, subject to the Special Resolution being passed and Admission becoming effective. Fractions of Subscription Shares will not be issued and entitlements will be rounded down to the nearest whole number of Subscription Shares.
Each Subscription Share will confer the right (but not the obligation) on any Subscription Date to subscribe for one Ordinary Share on exercise of the Subscription Share Rights and on payment of the Subscription Price.
The Subscription Share Rights may be exercised on the last Business Day in November in any of the years 2018, 2019 or 2020 and, if not exercised on the last Business Day in November 2020, will lapse.
The Subscription Price will be equal to the published unaudited NAV per Ordinary Share as at the close of business on Wednesday, 13 December 2017 plus a premium depending on the year in which they are exercised (with the resulting Subscription Price being rounded to two decimal places). The premiums (and the resulting Subscription Price), which reflect the Board's confidence in the Company's medium to long term prospects and its hope that Subscription Shareholders will be able to exercise their Subscription Share Rights and acquire Ordinary Shares on favourable terms in the future, will be as set out in the following table.
| Subscription Date | Premium - Percentage of Relevant NAV |
| Last Business Day in November 2018 | 5% |
| Last Business Day in November 2019 | 10% |
| Last Business Day in November 2020 | 20% |
Subscription Shares will rank pari passu with each other and will not carry the right to receive any dividends from the Company or to attend and/or vote at general meetings of the Company (although the holders of the Subscription Shares have the right to vote in certain circumstances where there is a variation of the rights attached to the Subscription Shares).
Benefits of the Bonus Issue
The Directors believe that the Bonus Issue will have the following advantages:
- Subscription Shares should represent an attractive way for investors to participate in any future NAV growth of the Company through conversion into Ordinary Shares at a predetermined price;
- Qualifying Shareholders will receive securities:
- with a monetary value;
- which may be traded in a similar fashion to their existing Ordinary Shares or, in due course, converted into Ordinary Shares; and
- which are qualifying investments for the purposes of an ISA and permitted investments for the purposes of a SIPP;
- on any exercise of the Subscription Share Rights, the capital base of the Company will increase, allowing operating costs to be spread across a larger number of Ordinary Shares, and this may cause the ongoing charges as a percentage of the NAV per Ordinary Share to fall;
- following the exercise of any Subscription Share Rights, the Company will have an increased number of Ordinary Shares in issue which may improve the liquidity in the market for the Ordinary Shares; and
- the Bonus Issue may broaden the Ordinary Shareholder base as the Subscription Shares are dispersed in the market, attracting new investors and improving liquidity for Ordinary Shareholders.
Settlement, Admission and Dealings
The Subscription Shares (and the Ordinary Shares resulting from the exercise of Subscription Share Rights) will be in registered form and may be issued in uncertificated form (in which case they will be eligible for clearing through CREST) or certificated form. No temporary documents of title will be issued. Pending despatch of definitive certificates (which will be sent through the post at the risk of the Shareholders entitled to them), transfers of Shares in certificated form will be certified against the Company's share register.
Applications have been made for up to 37,792,246 Subscription Shares to be admitted to listing on the TISE and to trading on the London Stock Exchange's SETSqx platform. It is expected that Admission will become effective and that dealings in the Subscription Shares will commence on Friday, 15 December 2017. On Admission, the Subscription Shares will confer rights to subscribe for new Ordinary Shares representing, in aggregate, up to 50 per cent. of the Ordinary Shares then in issue.
Applications will also be made for Ordinary Shares resulting from the exercise of Subscription Share Rights to be admitted to listing on the TISE and to trading on SETSqx. It is expected that such admissions will become effective within 14 days of the relevant Subscription Date.
The Ordinary Shares resulting from the exercise of Subscription Share Rights will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the relevant Subscription Date in respect of which the relevant Subscription Share Rights were exercised).
The ISIN of the Subscription Shares will be JE00BF5TR491 and the ticker will be GCS.
Expected Timetable
| Latest time and date for receipt of Forms of Proxy [and appointments of proxies utilising CREST electronic proxy appointment service] for use at General Meeting | 12 noon on Monday, 11 December 2017 |
| General Meeting | 12 noon on Wednesday, 13 December 2017 |
| Subscription Price calculated | As at close of business on Wednesday, 13 December 2017 |
| Record date for Bonus Issue | 5.00 p.m. on Wednesday, 13 December 2017 |
| Announcement of Subscription Price | Thursday, 14 December 2017 |
| Admission of Subscription Shares to listing on TISE and to trading on London Stock Exchange's SETSqx platform effective | Friday, 15 December 2017 |
| Crediting of CREST stock accounts in respect of Subscription Shares issued in uncertificated form | Friday, 15 December 2017 |
| Certificates despatched in respect of Subscription Shares issued in certificated form | Week commencing Monday, 18 December 2017 |
| First date on which Subscription Share Rights can be exercised | Last Business Day in November 2018 |
| Second date on which Subscription Share Rights can be exercised | Last Business Day in November 2019 |
| Final date on which Subscription Share Rights can be exercised | Last Business Day in November 2020 |
Note: The times and dates set out in the Expected Timetable of Principal Events above and mentioned throughout this document (save for the time and date of the General Meeting) may be adjusted by the Company, in which event details of the new times and dates will be notified by an announcement concurrently via the TISE website (www.tisegroup.com) and a Regulatory Information Service.
Enquiries
| New City Investment Managers | Craig Cleland | T: +44 (0) 20 7201 5368 |
| Cantor Fitzgerald Europe | Sue Inglis | T: +44 (0) 20 7894 8016 |
| R&H Fund Services (Jersey) Limited | Lisa Neil | T :+44 (0) 1534 825 336 |
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