Description of business:
Sherborne Investors (Guernsey) B Limited (the “Company”) is a limited partner in SIGB, LP (the “Investment Partnership”), a Guernsey domiciled limited partnership. The Company will commit to invest substantially all of the net proceeds realised from the placing and subscription for the Company’s shares (the “Net Proceeds”) in the Investment Partnership. The investment objective and investment policy of the Investment Partnership is the same as that of the Company.
The Investment Partnership is managed by Sherborne Investors Management (Guernsey) LLC (the “Investment Manager”).
The Investment Partnership’s investment objective is to realise capital growth from investment in a target company (the “Selected Target Company”) identified by the Investment Manager with the aim of generating a significant capital return. The Investment Partnership, and by extension the Company, will only invest in one target company at a time.
Upon the disposal of all or part of the Investment Partnership’s stake in the Selected Target Company, the Investment Partnership will distribute substantially all of its assets to the partners (in cash or in specie), including the Company. The Company, in turn, intends promptly to return capital to shareholders.
The Investment Partnership has not established a target rate of return with respect to the investment in the Selected Target Company and it will evaluate various risks and other factors in determining an appropriate return target.
The Investment Partnership’s investment policy is to invest in a company which is publicly quoted, most likely on a UK stock exchange, which it considers to be undervalued as a result of operational deficiencies and which it believes can be rectified by the Investment Manager’s active involvement, thereby increasing the value of the investment (a "Turnaround"). The investment will thus not be passive. The Investment Partnership’s investments may be made on-market or off-market.
The Investment Partnership may invest in a company operating in any economic sector but will only be invested in one company at a time. It will thus not seek to reduce risk through diversification. The choice of target company will be subject to a vote in the affirmative of the majority in interest of the limited partners of the Investment Partnership, in effect giving the board of the Company (the “Board”) a veto, as the Company will own more than 50 per cent. in interest in the Investment Partnership.
The investment in the Selected Target Company is intended to be in shares, but could also be in warrants, convertibles, derivatives and any other equity, debt or other securities. It is intended that any investment shall comprise in aggregate less than 30% of the voting rights of the Selected Target Company.
Depending on the size of the investment, all or part of the Net Proceeds will be invested in a selected company through the Investment Partnership, less the amounts retained by the Company and the Investment Partnership for working capital purposes.
The holding period for investments is neither fixed nor predictable, but it is expected that a typical holding period would be greater than one year. The average holding period of the three completed turnarounds in companies quoted in the UK with which the Investment Manager's key personnel have been involved was 24 months; however, this should not be taken as being indicative of the holding period for the Selected Target Company.
The Investment Partnership may engage in hedging transactions to protect the market value of its investment in any company in which it is invested and may also engage in stock lending.
The Company does not intend to borrow other than for short-term financing purposes should the Board deem fit. The Investment Partnership also does not currently intend to undertake borrowings, but any borrowings undertaken by the Investment Partnership shall not be greater than 30 per cent. of the Company's gross assets as measured at the time that such borrowings are incurred.
In the event that the Board considers it appropriate to amend materially the investment objective or policy of the Company, shareholder approval to any such amendment will be sought.
Sherborne Investors (Guernsey) B Limited