Northern Inv. Co PLC Proposed Return Of Capital And Notice Of Gm

 
TIDMNRI 
 
 
   21 December 2016 
 
   NORTHERN INVESTORS COMPANY PLC 
 
   Proposed Return of Capital and Notice of General Meeting 
 
   Northern Investors Company PLC (the "Company") reported on 15 November 
2016, in the half-yearly financial report for the six months ended 30 
September 2016, that the next distribution to shareholders will be made 
by means of a bonus issue to all ordinary shareholders of new B 
preference shares, which will then be redeemed for cash.  The Company is 
now pleased to confirm that a circular giving details of a proposed 
Return of Capital to Shareholders of 250 pence per Ordinary Share by way 
of the issue and redemption of redeemable B Shares to shareholders has 
been published today. 
 
   The Company is proposing to introduce a mechanism to enable capital to 
be returned to Shareholders through a compulsory procedure involving a 
bonus issue, on a pro rata basis, of B Shares followed by the redemption 
of such B Shares at the option of the Company.  The introduction of the 
B Share Scheme will require Shareholder approval, which will be sought 
at a general meeting of the Company to be held at 3.00pm on 19 January 
2017.  Subject to the approvals being obtained at the General Meeting, 
the Company will be able to make future capital returns through the 
issue and redemption of B Shares without the need for further 
Shareholder approval.  This will be a less costly way of returning 
capital than tender offers and can be achieved more quickly.  It also 
ensures that all Shareholders are treated equally as capital is returned 
to all Shareholders on a pro rata basis. 
 
   Subject to the approvals being obtained at the General Meeting, the 
Company proposes to return GBP6.2 million to Shareholders, representing 
250 pence for each Ordinary Share currently in issue, by the issue of 5 
B Shares for each Ordinary Share held on the Return of Capital Record 
Date.  The B Shares will be redeemed compulsorily by the Company shortly 
after their issue. 
 
   Further Details of the B Share Scheme 
 
   Subject to the B Share Scheme Resolution being passed, the Company will 
be able to return capital to Shareholders by capitalising the 
appropriate amount standing to the credit of its special reserve (which 
was created through the cancellation of the Company's share premium 
account) and then applying the resulting amount for the purpose of 
paying up the nominal value of the appropriate number of B Shares.  Such 
B Shares would then be issued to Shareholders on a pro rata basis as 
determined from time to time by the Directors and, shortly thereafter, 
the Company would then redeem and cancel the B Shares in accordance with 
their terms for an amount not exceeding the amount treated as paid up on 
the issue of the B Shares.  Following the redemption and cancellation of 
the B Shares, the redemption proceeds will then be sent to Shareholders. 
 
   Subject to the B Share Scheme Resolution being passed at the General 
Meeting, B Shares may be issued and redeemed at the discretion of the 
Company without the need for additional Shareholders' approval.  Future 
capital returns under the B Share Scheme will be notified to 
Shareholders by means of an RIS Announcement. 
 
   No share certificates will be issued in relation to the B Shares and the 
B Shares will not be listed or traded on the London Stock Exchange or 
any other recognised exchange.  The B Shares will have limited rights, 
including a right to a dividend at a fixed rate. 
 
   The Return of Capital 
 
   Subject to the B Share Scheme Resolution being passed at the General 
Meeting, the Company proposes to return GBP6.2 million to Shareholders 
utilising the B Share Scheme.  Under these proposals, Shareholders will 
receive 5 B Shares for each Ordinary Share held by them on the Return of 
Capital Record Date by way of a bonus issue.  Shortly after their issue, 
the B Shares will be redeemed by the Company in accordance with their 
terms at a price of 50 pence for each B Share then in issue. 
Shareholders are expected to receive the proceeds of the redemption by 
31 January 2017.  In addition, Shareholders will receive a small fixed 
rate dividend on the B Shares as explained more fully in the Circular. 
 
   The Circular, which includes a form of proxy for use at the General 
Meeting, has been posted to Shareholders today and a copy will be 
available for inspection at the Company's registered office at Time 
Central, 32 Gallowgate, Newcastle upon Tyne NE1 4SN during normal 
business hours on weekdays (Saturdays, Sundays and public holidays 
excepted) from the date of this announcement until the commencement of 
the General Meeting.  The Circular is also available on the NVM Private 
Equity LLP website at www.nvm.co.uk. 
 
   A copy of the circular has been submitted to the National Storage 
Mechanism and will shortly be available for inspection at 
www.morningstar.co.uk/uk/NSM 
 
   Expected timetable 
 
 
 
 
Publication of Circular                                       21 December 2016 
Latest time for receipt of Forms of Proxy                         3.00pm on 17 
                                                                  January 2017 
General Meeting                                                   3.00pm on 19 
                                                                  January 2017 
Record date for entitlement to B Shares in connection             6.00pm on 19 
 with the Return of Capital                                       January 2017 
Ordinary Shares trade ex entitlement to the B Share            20 January 2017 
 Entitlement and the associated B Share Dividend 
Issue of B Shares in connection with the Return of                8.00am on 20 
 Capital                                                          January 2017 
Record date for the B Share Dividend                              6.00pm on 20 
                                                                  January 2017 
Redemption of B Shares                                            6.30pm on 24 
                                                                  January 2017 
Settlement of the capital payments linked to the redemption    31 January 2017 
 of the B Shares into CREST and by cheque 
Income payment of the B Share Dividend to mandated             3 February 2017 
 bank accounts or by cheque 
 
 
   Unless otherwise defined, capitalised terms used in this announcement 
have the same meaning as those defined in the circular published by the 
Company on 21 December 2016. 
 
   Enquiries: 
 
   Northern Investors Company PLC 
 
   Nigel Guy/Christopher Mellor 
0191 244 6000 
 
   Stifel Nicolaus Europe Limited 
 
   Neil Winward/Mark Bloomfield/Gaudi Le Roux                 020 7710 7600 
 
   Website:  www.nvm.co.uk 
 
   Neither the contents of the NVM Private Equity LLP website nor the 
contents of any website accessible from hyperlinks on the NVM Private 
Equity LLP website (or any other website) is incorporated into, or forms 
part of, this announcement. 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Northern Investors Co PLC via Globenewswire 
 
 
  http://www.nvm.co.uk/investorarea/northern_investors_company_plc.php
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