The AVI Global Trust plc (“AVI Global”)’s capital structure comprises Ordinary Shares and Loan Notes.
At 30 September 2023, there were 507,774,638 (2022: 537,052,524) Ordinary Shares of 2p each in issue, of which 45,600,956 (2022: 45,600,956) were held in treasury and therefore the total voting rights attaching to Ordinary Shares in issue were 462,173,682.
The profits of the Company (including accumulated revenue reserves) available for distribution and resolved to be distributed shall be distributed by way of interim, final and (where applicable) special dividends among the holders of Ordinary Shares, subject to the payment of interest to the holders of Loan Notes.
After meeting the liabilities of the Company and the amounts due to Loan Note holders on a winding-up, the surplus assets shall be paid to the holders of Ordinary Shares and distributed among such holders rateably according to the amounts paid up or credited as paid up on their shares.
Each Ordinary shareholder is entitled to one vote on a show of hands and, on a poll, to one vote for every Ordinary Share held.
The Notice of Meeting and Form of Proxy stipulate the deadlines for the valid exercise of voting rights and, other than with regard to Directors not being permitted to vote their shares on matters in which they have an interest, there are no restrictions on the voting rights of Ordinary Shares.
There are no restrictions on the transfer of the Company’s shares other than a) transfers by Directors and Persons Discharging Managerial Responsibilities and their connected persons during closed periods under the Market Abuse Regulation or which may constitute insider dealing, b) transfers to more than four joint transferees and c) transfers of shares which are not fully paid up or on which the Company has a lien provided that such would not prohibit dealings taking place on an open and proper basis.
The Company is not aware of any agreements between shareholders or any agreements or arrangements with shareholders which would change in the event of a change of control of the Company.
At 30 September 2023, there were in issue the following unsecured private placement notes (the Loan Notes):
The Loan Notes are unsecured. If the Company is liquidated, the Loan Notes are redeemable by the Company at a price which is in each case the higher of par and the terms set out below:
£30m 4.184% Series A Sterling Unsecured Loan Notes 2036
The price at which the Gross Redemption Yield on the date of redemption is equivalent to the yield on a reference UK government bond.
€30m 3.249% Series B Euro Unsecured Loan Notes 2036 and €20m 2.93% Euro Senior Unsecured Loan Notes 2037
The price at which the Gross Redemption Yield on the date of redemption is equivalent to the yield on a reference German government bond.
JPY8bn 1.38% Senior Unsecured Loan Notes 2032
50% of the notional value of the issued loans could be redeemed at the price at which the Gross Redemption Yield on the date of redemption is equivalent to the yield on a reference Japanese government bond, while for the 50% of swapped notes the redemption price is equivalent to the yield on a reference US Treasury plus an Applicable Percentage of 0.5%.
JPY4.5bn 1.44% Senior Unsecured Loan Notes 2033
The price at which the Gross Redemption Yield on the date of redemption is equivalent to the yield on a reference Japanese government Bond.
Had the Company been liquidated on 30 September 2023, the redemption premium would have amounted to £14.5m over and above the market values.
The holders of the Loan Notes have no right to attend or to vote at general meetings of the Company.
Under the terms of the Loan Notes, covenants require that the net assets of the Company shall not be less than £300,000,000 and total indebtedness shall not exceed 30% of net assets. The Company also has a short-term JPY8bn multi-currency revolving credit facility, the terms of which include covenants requiring that the net assets shall not be less than £300m and the adjusted net asset coverage to borrowings shall not be less than 4:1.
Other than the Loan Notes and the revolving credit facility set out above, the Company is not aware of any significant agreements to which the company is a party that take effect, alter or terminate upon a change of control of the company following a takeover bid.