28th Oct 2009 15:15
European Islamic Investment Bank plc (the "Company")
Tender Offer by Evolution Securities Limited ("Evolution Securities") to purchase ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") at a price of 7 pence per Ordinary Share subject to a maximum aggregate of £7,000,000 being an overall maximum of 100,000,000 Ordinary Shares
1. Introduction
The Company announces that it proposes to instruct Evolution Securities to purchase up to a maximum of 100,000,000 Ordinary Shares at a price of 7 pence per Ordinary Share (equivalent to an aggregate value of £7,000,000) by way of a tender offer to Qualifying Shareholders on the Company's register at 5.00 p.m. on 27 October 2009 (the "Tender Offer") which will then be purchased by the Company and cancelled (the "Purchase Agreement") and to effect a capital reduction in order to implement the Tender Offer (the "Capital Reduction").
Investors should note that the Tender Offer will only be made to persons who are Qualifying Shareholders on the register of members of the Company or Optionholders for the purposes of the Tender Offer at 5.00 p.m. on 27 October 2009.
The Directors reserve the right to exercise their discretion in the allocation of successful applications although, subject to the overall maximum of 100,000,000 Ordinary Shares, it is currently intended that applications will be accepted for up to 500,000 Ordinary Shares per Qualifying Shareholder.
2. Background to and Reasons for the Tender Offer
The Directors are aware that the Company's Ordinary Shares have historically traded at a significant discount to the Company's net asset value and that liquidity in the Ordinary Shares has generally been limited. Consequently, the Directors believe that there may be a number of smaller Shareholders who wish to realise some or all of their investment in the Company. Despite the economic crisis, the Company holds significant liquid resources and the board has therefore concluded that the Tender Offer represents the most effective means by which Shareholders can receive some liquidity in their holding.
The Capital Reduction is being undertaken to enable the Tender Offer to be made. Any additional distributable reserves created pursuant to the Capital Reduction should be available to assist in any future distributions.
3. The Tender Offer
The Board considers that the Tender Offer:
provides an opportunity for Qualifying Shareholders to tender all or part of their holding or to tender none of their Ordinary Shares, depending on their own liquidity requirements and their view of the prospects of the Company going forward;
allows Qualifying Shareholders the opportunity to dispose of Ordinary Shares in a tax efficient manner, free of dealing costs and stamp duty (which will be borne by the Company); and
provides a return of cash now, compared to the alternative of being exposed to the financial risks of the ongoing operations of the Company.
The price per Ordinary Share under the Tender Offer represents a premium of 141.4 per cent. to the closing price of 2.9 pence per Ordinary Share on 27 October 2009, being the last business day prior to the Company announcing the Tender Offer.
The maximum aggregate number of Ordinary Shares which may be purchased in the Tender Offer is 100,000,000 Ordinary Shares. The Directors reserve the right to exercise their discretion in the allocation of successful applications although, subject to the overall maximum of 100,000,000 Ordinary Shares, it is currently intended that applications will be accepted for up to 500,000 Ordinary Shares per Qualifying Shareholder. The price to be paid for each Ordinary Share subject to the Tender Offer is 7 pence.
The Directors (acting together) reserve the right to terminate the Tender Offer at any time on or before 7.00 a.m. on the date on which the Tender Offer completes if they conclude that its implementation is no longer in the best interests of the Company and/or Shareholders as a whole or that the purchase of Ordinary Shares by the Company may have adverse fiscal consequences (whether by reason of any change in legislation, practice, circumstances or otherwise) for the Company and/or Shareholders as a whole. If the Tender Offer is terminated, the Company will make an announcement through a Regulatory Information Service.
Full details of the Tender Offer, including the terms and conditions on which it is made, will be set out in the circular to the Company's shareholders (see below).
4. Summary Terms of the Tender Offer
The Tender Offer is conditional upon:
If these conditions are not satisfied by 5.00 p.m. on 30 January 2010 (or such later time and date as the Company and Evolution Securities may agree) the Tender Offer will not proceed and will lapse.
5. The Capital Reduction
The Company has a deficit on its profit and loss account and so does not have the distributable reserves required to effect the Tender Offer. The Board therefore proposes that the Capital Reduction be effected to create distributable reserves to enable the Purchase Agreement to be completed. Any distributable reserves created by the Capital Reduction which are not utilised under the Purchase Agreement should be available to assist in any future distributions, subject to arrangements for the protection of creditors required by the Court.
In addition to the approval by the Shareholders of the Resolutions, the Capital Reduction requires the approval of the Court. Accordingly, following approval of the Capital Reduction by Shareholders, an application will be made to the Court to confirm and approve the Capital Reduction.
6. Circular and General Meeting
A circular setting out further details of the Tender Offer and Capital Reduction is expected to be posted to Shareholders later today (the "Circular"). The Circular will also convene a General Meeting to be held at the offices of the Company at 4th Floor, 131 Finsbury Pavement, London, EC2A 1NT at 9.30 a.m. on 13 November 2009.
The Circular will be available on the Company's website www.eiib.co.uk.
7. Directors Intentions
The Directors have confirmed that they intend to vote in favour of the resolutions to be proposed at the General Meeting referred to above and do not intend to tender their holdings of Ordinary Shares in the Tender Offer.
8. Expected Timetable of Principle Events
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Record Date for Tender Offer
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27 October 2009 at 5.00 p.m.
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Latest time for receipt of Forms of Proxy
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11 November 2009 at 9.30 a.m.
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General Meeting
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13 November 2009 at 9.30 a.m.
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Final date for receipt of Tender Forms and share certificates for certificated shares
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20 November 2009 at 1.00 p.m.
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Final date for receipt of TTE instructions
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20 November 2009 at 1.00 p.m.
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Announcement of take-up level under Tender Offer
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23 November 2009
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Court hearing to confirm Capital Reduction*
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9 December 2009
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Effective Date*
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10 December 2009
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Purchase of Ordinary Shares under the Tender Offer**
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10 December 2009
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Purchase of Ordinary Shares under the Purchase Agreement**
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10 December 2009
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CREST Account credited with Tender Offer proceeds**
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16 December 2009
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Dispatch of cheques for Tender Offer proceeds**
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16 December 2009
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* These dates are dependent on, inter alia, the date upon which the Court confirms the Capital Reduction. The Court hearing may be subject to postponement by the Court.
** The Capital Reduction is subject to, inter alia, the approval of the Court and will not take place if Court approval is not obtained. If the Capital Reduction is not approved by the Court, the Tender Offer will not complete.
The Tender Offer is not being made, and will not be made, directly or indirectly, in or into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telephone, internet or any other forms of electronic communication) of interstate or foreign commerce of, or by any facilities of a national securities exchange of a Prohibited Territory (as such term is defined in the Circular) and the Tender Offer cannot be accepted by any such use, means or instrumentality or otherwise from or within such Prohibited Territories. Accordingly, this document is not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from a Prohibited Territory including to Shareholders with registered addresses in Prohibited Territories or to persons whom the Company or Evolution Securities know to be trustees, nominees or custodians holding Ordinary Shares for such persons.
Evolution Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and for no-one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Evolution Securities or for providing advice in connection with the matters set out in this document or any transaction or arrangement referred to herein.
Enquiries:
EIIB plc Tel: +44(0)20 7847 9900
Keith McLeod, Chief Executive Officer
Evolution Securities Tel: +44(0)20 7071 4300
Chris Sim
Stuart Andrews
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Rasmala