The Bankers Investment Trust PLC (The “Company”) Prepared in Accordance with the Prospectus Rules Made Under Section 84 of FSMA
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000 (“FSMA”). This document comprises a prospectus relating to The Bankers Investment Trust PLC (the “Company”) prepared in accordance with the Prospectus Rules made under section 84 of FSMA. This document has been approved by the Financial Conduct Authority (“ FCA ”) and has been filed with the FCA in accordance with Rule 3.2 of the Prospectus Rules. Applications will be made to the UK Listing Authority and the London Stock Exchange for all the New AIII 6.1 Ordinary Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities. It is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares will commence on 26 April 2016. The Company and each of the Directors, whose names appear on page 21 of this document, accept AI 1.1 responsibility for the information contained in this document. To the best of the knowledge and belief of AI 1.2 the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the AIII 1.1 information contained in this document is in accordance with the facts and does not omit anything likely AIII 1.2 to affect the import of such information. The whole text of this document should be read. The attention of HGT Shareholders is drawn in particular to the section of this document entitled “Risk Factors”. AI 5.1.1 The Bankers Investment Trust PLC AI 5.1.2 (Incorporated in England and Wales with company no. 00026351 and registered as an investment company under section 833 of the Companies Act 2006) Issue and Admission of New Ordinary Shares in connection with the recommended proposals for the reconstruction and winding up of Henderson Global Trust plc J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA in the UK and is acting exclusively for the Company and for no-one else in connection with the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove or for affording advice in relation to the contents of this document or any matters referred to herein. J.P. Morgan Cazenove is not responsible for the contents of this document. This does not exclude or limit any responsibilities which J.P. Morgan Cazenove may have under FSMA or the regulatory regime established thereunder. The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the “ Securities Act ”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act (“ Regulation S”)). In addition, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the “ US Investment Company Act ”), and the recipient of this document will not be entitled to the benefits of that Act. This document should not be distributed into the United States or to US Persons. This document does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, New Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or J.P. Morgan Cazenove. The distribution of this document in jurisdictions other than the UK, including any of the Restricted Territories, may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. The attention of HGT Shareholders with registered addresses in Restricted Territories and other recipients of this document who are residents or citizens of any country outside the United Kingdom is drawn to the section entitled “Restricted HGT Shareholders” in Part 3 of this document. Dated: 23 March 2016 CONTENTS Summary .............................................................................................................................................. 3 Risk Factors ......................................................................................................................................... 12 Important Notices ................................................................................................................................ 18 Expected Timetable .............................................................................................................................. 20 Dealing Codes ...................................................................................................................................... 20 Directors, Manager and Advisers ........................................................................................................ 21 Part 1 Information on the Company ......................................................................................... 22 Part 2 Investment Philosophy and Process ................................................................................ 27 Part 3 The Issue ......................................................................................................................... 30 Part 4 Directors and Management ............................................................................................ 33 Part 5 Financial Information ..................................................................................................... 38 Part 6 UK Taxation ................................................................................................................... 41 Part 7 Additional Information ................................................................................................... 44 Part 8 Definitions ...................................................................................................................... 60 2 SUMMARY Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in Sections A –E (A.1 –E.7). This summary contains all the Elements required to be included in a summary for these types of securities and issuer. Some Elements are not required to be addressed which means there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted into the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “not applicable”. Section A – Introduction and warnings Element Disclosure Requirement Disclosure A.1 Warning This summary should be read as an introduction to this document. Any decision to invest in the securities should be based on consideration of this document as a whole by the investor. Where a claim relating to the information contained in this document is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating this document before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this document or it does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in such securities. A.2 Subsequent resale of Not applicable. No consent has been given by the Company or any securities or final person responsible for drawing up this document for the subsequent placement of resale or final placement of securities by financial intermediaries. securities through financial intermediaries Section B – Issuer Element Disclosure Requirement Disclosure B.1 Legal and commercial The Bankers Investment Trust PLC. name B.2 Domicile and legal The Company was incorporated in England and Wales on 13 April form 1888 with registered number 00026351 as a public company limited by shares under The Companies Acts 1862 to 1886. The principal legislation under which the Company operates is the Act. B.5 Group description Not applicable. The Company is not part of a group. B.6 Major shareholders So far as is known to the Company by virtue of the notifications made to it pursuant to the Disclosure and Transparency Rules, as at the Latest Practicable Date, the following persons held directly or indirectly three per cent. or more of the Company’s voting rights: Number Percentage of voting of voting Name rights held rights Investec Wealth & Investment Limited 6,080,898 5.32 All Shareholders have the same voting rights in respect of the share capital of the Company.