Odyssean Investment Trust (OIT) was launched on 1 May 2018. At the time, the board said it would offer shareholders the opportunity to cash in their investment at NAV (less costs) during the trust’s seventh year and every seventh year thereafter. The exact timing of the realisation is up to the board (in consultation with the portfolio manager).
We are now in the trust’s seventh year, the board plans to implement the realisation opportunity by way of a tender offer.
The company is holding a meeting at 11:00am on 6 June 2024 to approve the tender.
A video, produced by the manager, reviewing progress since the company’s launch, more details on the realisation opportunity, and the manager’s outlook for the medium to long term will also shortly be available at https://www.oitplc.com. The accounts for the year-ended 31 March 2024 will be published on or around 10 June 2024.
The company reminds shareholders that it will not make much sense to tender shares if the trust is trading on a premium at the time of the tender offer – it’s better to just sell them in the market for a higher price.
Shareholders will be offered the opportunity to tender for sale none, some or all of their shares. A tender pool representing the pro-rata interests of tendering shareholders will be carved out of the portfolio and turned into cash. Anyone who wants to buy, rather than sell, shares at the tender price will be able to do so, reducing the amount by which the company has to shrink.
The board retains the discretion to allocate only cash and near cash assets of the company to the tender pool. [This is a bit unusual, normally you would take a pro-rata slice of the whole portfolio and sell all of that. There must be a risk that a ‘near cash’ asset falls in value and tendering shareholders get less than they were expecting.]
If the tender looks likely to shrink the company too much, the board may pull the tender offer and take more drastic action. There is also an issue around the interests of a concert party. If the concert party would end up owning more than 30% of the voting rights, the board will terminate the tender offer.
The concert party
For the purposes of the Takeover Code, Odyssean Capital LLP is deemed to be acting in concert with the company. Each of Stuart Widdowson, Ian Armitage, Christopher Mills and Edward Wielechowski are members and/or directors/key employees of Odyssean Capital LLP. Christopher Mills is also the chief executive officer and investment manager of North Atlantic Smaller Companies Investment Trust (the company’s largest shareholder), with day-to-day discretionary authority over the management of its assets. In addition, Harwood Capital Management Limited (a company under the control of Christoper Mills) controls 50% of the voting rights in Odyssean Capital LLP. Harwood Capital Management Limited is also the parent company of Harwood Capital Management (Gibraltar) Ltd.
Harwood Capital Management Limited, Harwood Capital Management (Gibraltar) Ltd, Odyssean Capital LLP, Stuart Widdowson, Ian Armitage, Christopher Mills and Edward Wielechowski are deemed to be acting in concert for the purposes of the Takeover Code.
As at the close of business on 20 May 2024, the members of the concert party were interested in 26,494,285 ordinary shares or approximately 21.58% of Odyssean Investment Trust’s voting rights.
The directors will not tender any of their own shares. In addition, no member of the concert party intends to tender any of its shares.
OIT : Odyssean plans tender offer