The Placing Price represents a premium of approximately 4.2 per cent. to the unaudited ex-income NAV per ordinary share of 99.82 pence (the “Adjusted NAV”). The Adjusted NAV is calculated as the recently announced unaudited NAV as at 29 March 2018, reduced by 1.5 pence per share to account for the dividend of 1.5 pence per share which was declared on 19 April 2018, which will be payable to shareholders on the Company's register on 27 April 2018, and to which the New Shares will not be entitled.
The Placing Price represents a discount of approximately 5.0 per cent. to the closing share price on 24 April 2018 of 109.5 pence. The closing share price on 24 April 2018 is not adjusted for the dividend of 1.5 pence per share to which the New Shares will not be entitled.
The Placing will be NAV accretive for existing shareholders.
Further details of the Placing
Participation in the Placing will only be available to persons in member states of the EEA who are qualified investors as defined in article 2.1(e) of the Prospectus Directive (“Qualified Investors”).
Qualified Investors who participate in the Placing will not be entitled to the dividend in respect of the quarter to 31 March 2018. Qualified Investors who are allotted New Shares will be entitled to the dividend in respect of the quarter ended 30 June 2018, should they hold the New Shares on the relevant record date, expected to be declared in July 2018.
The issue of the New Shares will take place after the expiration of the Company's existing Placing Programme and will be undertaken under the Company's existing general authority to dis-apply pre-emption rights as approved by shareholders on 19 July 2017 for up to 72,800,000 New Shares, representing an aggregate amount of less than 10% of the ordinary shares from time to time in issue. A prospectus is not required in respect of the Placing.
Application will be made for the admission of the New Shares to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.
Qualified Investors should communicate their firm interest to their usual sales contact at Stifel. The decision to allot any New Shares to any Qualified Investors shall be at the discretion of the Company and Stifel. The Company reserves the right, after consultation with Stifel and the Investment Adviser, to scale back applications under the Placing at its absolute discretion in such amounts as it considers appropriate.
By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for New Shares, investors will be deemed to have read and understood this Announcement and any previous or subsequent announcement related to the Placing (including the Appendices), in its entirety and to be making such offer on the terms and subject to the conditions in the 'Proposed Placing of Ordinary Shares' announcement that was released on 17 April 2018, and to be providing the representations, warranties and acknowledgements contained in the Appendix of that announcement.
Further details
The ticker for the Company's ordinary shares is SEQI. The ISIN for the Company's ordinary shares is GG00BV54HY67 and the SEDOL is BV54HY6.
The Company currently has 748,315,757 shares in issue. The Company holds no shares in treasury. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the Financial Conduct Authority's (“FCA”) Disclosure Guidance and Transparency Rules.
The Company issues new ordinary shares on a quarterly basis to Sequoia Investment Management Company Limited, the Company's Investment Adviser, in relation to management fees payable. Further to the announcement on 19 April 2018, the Company expects to issue 319,310 new ordinary shares to the Investment Adviser in respect of fees earned for the three month period ending 29 March 2018. The Company intends to make an application for these shares to be admitted to trading on 30 April 2018.
Investors should note that the Company's Adjusted NAV for the period ended 29 March 2018 has not been audited. Accordingly, there is the possibility that the Company's audited NAV for the twelve month period ended 31 March 2018 and any figures derived from the Company's audited NAV may differ from the Company's unaudited NAV and any calculations derived from the unaudited NAV contained in this announcement.