REG - Sherborne Inv. C Ld - Notice of AGM and Rule 9 Waiver

Sherborne Investors (Guernsey) CAnnouncement

23/04/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250423:nRSW7550Fa&default-theme=true

RNS Number : 7550F  Sherborne Investors (Guernsey)C Ltd  23 April 2025

Sherborne Investors (Guernsey) C Limited

LEI 213800L8QL59OCFOCB40

23 April 2025

 

Sherborne Investors (Guernsey) C Limited

Notice of Annual General Meeting and Rule 9 Waiver

 

 

Sherborne Investors (Guernsey) C Limited (the "Company") announces that its
Annual General Meeting will be held at 1:00 p.m. on Tuesday 21 May 2025 at the
registered office of the Company at 1 Royal Plaza, Royal Avenue, St Peter
Port, Guernsey GY1 2HL (the "AGM").

 

In connection with this meeting, copies of the Notice of the 2025 Annual
General Meeting and Proposed Waiver of Rule 9 of the Takeover Code (the
"Circular") are being distributed to shareholders.

Proposed Share Buyback and Rule 9 Waiver

The Company has historically sought and received approval from its
Shareholders to make market purchases of its own shares, the most recent
authority being granted at the Company's Annual General Meeting on 21 May
2024, which permitted the Company to repurchase ordinary shares representing
up to 14.99% of the total number of ordinary shares in issue as at 21 May
2024. This authority is due to expire at the end of the AGM and it is proposed
that the Company be authorised to continue to make market purchases up to an
aggregate of up to 104,930,000 Shares, representing up to 14.99 per cent. of
the Company's issued share capital (the "Proposed Buyback Authority").

If the resolution relating to the Proposed Buyback is passed by the
Shareholders, there would be a proportionate increase in existing
shareholders' percentage of voting interests, as the Shares acquired by the
Company are expected to be cancelled and the voting rights would accordingly
be reduced. Accordingly, assuming the maximum number of Shares is purchased
pursuant to the Proposed Buyback Authority, the members of the Concert Party
could become interested in Shares representing up to 35.25% of the voting
rights of the Company, which would otherwise trigger an obligation for the
Concert Party to make an offer, in cash, for the entire issued and to be
issued share capital of the Company under Rule 9 of the Takeover Code.
Accordingly, the Company is seeking the approval of the independent
Shareholders for a waiver from this obligation, in order to provide the
Company the flexibility to return capital to and provide liquidity for the
Shareholders.

The Panel has agreed to waive the obligation to make an offer that would
otherwise arise under Rule 9 of the Takeover Code as a result of the Proposed
Buyback, subject to the approval of the independent Shareholders. The Waiver
Resolution is being proposed at the AGM and will be taken on a poll. In
accordance with the requirements of the Takeover Code, the Concert Party will
not be entitled to vote on the Waiver Resolution.

The Concert Party

For the purposes of the Takeover Code, Sherborne Investors Management LP,
Sherborne Investors Management GP, LLC, Edward Bramson, and Stephen Welker are
considered to be acting in concert with each other. The Concert Party
currently holds, in aggregate, 209,750,000 Shares representing an aggregate
interest of 29.96% of the Company's issued ordinary share capital of
700,000,000 Shares as at 16 April 2025, being the latest practicable date
prior to publication of the Circular.

Assuming the maximum number of Shares are purchased pursuant to the Proposed
Buyback Authority, the Concert Party could be interested in Shares
representing up to 35.25% of the total issued share capital of the Company.

 

The full Circular will shortly be available to view on, and download from, the
Company's website at www.sherborneinvestorsguernseyc.com
(http://www.sherborneinvestorsguernseyc.com) and has also been submitted to
the National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/
(https://data.fca.org.uk/#nsm/nationalstoragemechanism)
#nsm/nationalstoragemechanism
(https://data.fca.org.uk/#nsm/nationalstoragemechanism) .

 

Defined terms used in this announcement are the same as those defined in the
Circular unless the context requires otherwise.

 

The below text has been extracted from the Circular

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code,
any person who acquires an interest in shares which, taken together with
shares in which that person or any person acting in concert with that person
is interested, carry 30% or more of the voting rights of a company which is
subject to the Takeover Code is normally required to make an offer to all the
remaining Shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30%
of the voting rights of such a company but does not hold shares carrying more
than 50% of the voting rights of the company, an offer will normally be
required if such person or any person acting in concert with that person
acquires a further interest in shares which increases the percentage of shares
carrying voting rights in which that person is interested.

An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.

Concert Party

The Company has agreed with the Panel that the following persons are acting in
concert in relation to the Company.

As at the Latest Practicable Date, the members of the Concert Party were
interested in 209,750,000 Shares, representing 29.96% of the voting rights of
the Company.

Following completion of the Proposed Buyback, the members of the Concert Party
could be interested in 209,750,000 Shares, representing up to 35.25% of the
voting rights of the Company. A table showing the respective individual
interests in shares of the members of the Concert Party on the Latest
Practicable Date and on completion of the Proposed Buyback is set out below.

 Concert Party Member                    Number of Shares held  Percentage of Total Voting Rights on the Latest Practicable Date (%)  Percentage of Total Voting Rights on completion of the Proposed Buyback (%)
 Sherborne Investors Management LP       209,750,000            29.96%                                                                35.25%
 Sherborne Investors Management GP, LLC  nil                    nil                                                                   nil
 Edward Bramson                          nil                    nil                                                                   nil
 Stephen Welker                          nil                    nil                                                                   nil

Following completion of the Proposed Buyback, the members of the Concert Party
could be interested in shares carrying more than 30% of the voting rights of
the Company but will not hold shares carrying more than 50% of the voting
rights of the Company. For so long as they continue to be acting in concert,
any increase in their aggregate interest in Shares will be subject to the
provisions of Rule 9 of the Takeover Code.

Proposed Buyback

The Proposed Buyback Authority authorises the Company to purchase up to
104,930,000 Shares, representing up to 14.99 per cent. of the Company's issued
share capital as at the date of this document.

Any share purchase by the Company under the Proposed Buyback Authority will
take place in open market transactions and may be made from time to time
depending on market conditions, share price, trading volume and other terms.
The maximum price paid per Ordinary Share, exclusive of any expenses, will be
no more than an amount equal to 105 per cent of the average of the middle
market quotations for an ordinary share taken from and calculated by reference
to the London Stock Exchange Daily Official List for the five business days
immediately preceding the day on which the ordinary share is acquired. There
is no guarantee that the Proposed Buyback Authority will be utilised in full
or that any purchases will be made. Any Shares purchased under the Proposed
Buyback Authority are currently expected to be cancelled and the number of
voting rights reduced accordingly.

The Waiver Resolution

The Panel has agreed to waive the obligation to make an offer that would
otherwise arise under Rule 9 of the Takeover Code as a result of the Proposed
Buyback, subject to the approval of the independent Shareholders. Accordingly,
the Waiver Resolution is being proposed at the AGM and will be taken on a
poll. The Concert Party will not be entitled to vote on the Waiver Resolution
as they are not considered to be independent. The effect of the Waiver
Resolution, if approved by the independent Shareholders, would be that the
Concert Party would not be required to make an offer under Rule 9 of the
Takeover Code that would otherwise arise due to the increase in the aggregate
holding of the Concert Party resulting from the purchase by the Company of its
own Shares pursuant to the Proposed Buyback.

Shareholders should note that any further increase in the interests of the
Concert Party in the Shares of the Company, which increases the percentage of
the voting rights in which they are interested, whether collectively or
individually, other than as a result of the Proposed Buyback will be subject
to the provisions of Rule 9 of the Takeover Code. Whether or not the Waiver
Resolution is passed by the independent Shareholders, members of the Concert
Party will not be restricted from making an offer for the Company.

Recommendations

Waiver Resolution

The Directors who have been so advised by Deutsche Numis consider the Waiver
Resolution to be fair and reasonable, and in the best interests of the
independent Shareholders and the Company as a whole.  In providing this
financial advice to the Directors, Deutsche Numis has taken into account the
commercial assessments of the Directors.  Accordingly, the Directors
recommend that Shareholders vote in favour of the Waiver Resolution
(Resolution 10) at the AGM.

Other resolutions

The Directors believe that Resolutions 1-9 and 11 contained in the Circular
are in the best interests of its Shareholders as a whole and are therefore
likely to promote the success of the Company. Accordingly, the Directors
unanimously recommend Shareholders to vote in favour of all the resolutions
being proposed at the AGM.

 

-Ends-

 

 

Enquiries:

 

DGA
Group
 
                       +44 (0)20 7664 5095

Jonathon Brill

James Styles

 

Deutsche Numis (Broker)
                                     +44
(0)20 7260 1000

Nathan Brown

George Shiel

 

Sherborne Investors (Guernsey) C Limited
                +44 (0)20 3530 3600

Talmai Morgan (Chair)

Matt Lihou (Apex, Company Secretary)

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOAITMMTMTBTTRA