Proposed Share Split

The financial information set out below does not constitute the company's statutory accounts for the years ended 30 April 2024 or 30 April 2023 but is derived from those accounts. Statutory accounts for 2023 have been delivered to the registrar of companies, and those for 2024 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The full Annual Report and Financial Statements for the Year Ending 30 April 2024 can be found here.

Share Split

The market price of the Company’s existing Ordinary shares (‘Existing Ordinary Shares’) has increased in recent years and particularly during the financial year under review with the Company’s Ordinary shares now trading regularly above £30 per Ordinary share. To assist monthly savers or those looking to invest smaller amounts, the Directors believe that it is appropriate to propose the sub-division of each of the existing Ordinary shares of 25 pence each into ten new shares of 2.5 pence each (the ‘New Ordinary Shares’) pursuant to Resolution 10 at the Annual General Meeting (the ‘Sub-division’), thereby resulting in a lower market price per Ordinary share. The Directors believe that the Sub-division may also improve the liquidity in and marketability of the Company’s Ordinary shares, which would benefit all shareholders. The Sub-division requires shareholder approval and, accordingly, Resolution 10 seeks such approval.

Following the Sub-division, each shareholder will hold ten New Ordinary Shares for each Existing Ordinary Share they held immediately prior to the Sub-division. Whilst the Sub-division will increase the number of Ordinary shares the Company has in issue, the net asset value per Ordinary share and market price immediately after the Sub-division are expected to become one-tenth of their respective values immediately preceding the Sub-division and in aggregate equate to the same respective values.

A holding of New Ordinary Shares following the Sub-division will represent the same proportion of the issued Ordinary share capital of the Company as the corresponding holding of Existing Ordinary Shares immediately prior to the Sub-division. The Sub-division will therefore not itself affect the overall value of a shareholder’s holding in the Company.

The New Ordinary Shares will rank equally with each other and will carry the same rights and be subject to the same restrictions (save as to nominal value) as the existing Ordinary shares.

The Sub-division is conditional on the New Ordinary Shares being admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s main market for listed securities (“Admission”). If the resolution is passed and the Company’s Admission applications are accepted, it is proposed that the last day of registration of transfers in the Existing Ordinary Shares will be 12 September 2024 (with the record date for the Sub-division being 6:00 p.m. on that day) and the effective date for dealings to commence in the New Ordinary Shares will be at 8.00 a.m. on 13 September 2024 or such later date as the Directors may in their absolute discretion determine.

The New Ordinary Shares may be held in certificated or uncertificated form. Following the Sub-division becoming effective, share certificates in respect of the Existing Ordinary Shares will cease to be valid and will be cancelled. New certificates in respect of the New Ordinary Shares will be issued to those shareholders who hold their Existing Ordinary Shares in certificated form, and are expected to be dispatched by 27 September 2024. No temporary documents of title will be issued. Transfers of New Ordinary Shares between the date of Admission of the New Ordinary Shares and the dispatch of new certificates will be certified against the Company’s register of members held by the Company’s registrar. It is expected that the ISIN of the Existing Ordinary Shares will be disabled in CREST as at the close of business on 12 September 2024 and that the New Ordinary Shares will be credited to CREST accounts on 13 September 2024. The New Ordinary Shares will have a new ISIN (being BR3YV26) and SEDOL (being GB00BR3YV268).

For any queries relating to the proposed share split, please contact Equiniti
on +44 (0) 333 207 5963 or email cosec@polarcapital.co.uk

Link to RNS
Link to Notice of AGM