At the Annual General Meeting held on 19th June 2008, shareholders renewed the Company's authority to buy back up to 14.99 per cent of the Company's issued share capital in order to sustain the Board's intention to maintain the share price discount to Net Asset Value at less than 12 per cent, under normal market conditions.
Shareholders should be aware that the Board can give no assurance that such measures will be effective.
Buyback facility The Company has the power to buy back shares during each period where it is so authorised by shareholders. The current period ends on the earlier of 19 December 2009 or the date of the Company's Annual General Meeting in 2009. The use of this authority is governed by the UK Listing Authority Listing Rules, which limit buybacks to less than 15 per cent of the shares in issue during each such period. In addition, the price paid must not exceed 5 per cent above the average mid-market closing price of the preceding five trading days.
Any buybacks by the Company will be made in accordance with the Market Abuse Directive and FSA rules.
On 19 June 2008 the Company announced that it had bought back 3,942,380 Ordinary shares at a price of 360.50 pence per share and that these shares had been cancelled, reducing the number of shares in issue to 55,240,890 Ordinary shares.
Treasury shares The Company did not seek the power to re-sell treasury shares at Annual General Meeting on 19th June 2008 and accordingly shares bought back by the Company will either be held in treasury or cancelled at the Directors' discretion.
Tender facility If the use of buybacks and treasury shares is ineffective in holding the discount below 12 per cent, a tender offer will, under certain circumstances, be triggered. Specifically, a tender offer will only be made if the average Mid Market Price at which the shares trade in the period of 90 days immediately preceding the publication of the Accounts for the financial year ended 31 January 2009 and subsequent years represents a discount to net asset value of 12 per cent or more (the "Trigger Mechanism"). If the Trigger Mechanism is activated, a tender offer for up to 14.99 per cent of the issued share capital at a tender price based on net asset value less costs will be proposed at the subsequent AGM.