Odyssean Investment Trust : Tender Offer Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares in Odyssean Investment Trust PLC, you should pass this document, together with all of the accompanying documents (but not the accompanying personalised Form of Proxy or any personalised Tender Form), as soon as possible, to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. This document and all accompanying documents should not, however, be forwarded or transmitted in or into any Restricted Territory.

Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Winterflood or for providing advice in relation to the Proposals. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Winterflood may have under the FSMA or the regulatory regime established thereunder.

Apart from the responsibilities and liabilities, if any which may be imposed on Winterflood by the FSMA or the regulatory regime established thereunder, Winterflood accepts no responsibility whatsoever for the contents of this document or for any other statement made or purported to be made by it or on its behalf in connection with the Company or the Proposals. Winterflood accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement. Winterflood has given and not withdrawn its written consent to the inclusion of its letter in Part 1 hereof and to the references to its name in the form and context in which it is included in this document.

ODYSSEAN INVESTMENT TRUST PLC

(incorporated in England and Wales with registered number 11121934 and registered as an

investment company under section 833 of the Companies Act 2006)

Tender Offer for Ordinary Shares

Approval of the buy back authority

and

Notice of General Meeting

The Tender Offer will close at 1.00 p.m. on 4 June 2024. The Tender Offer is only available to Shareholders on the Register at 6.00 p.m. on 4 June 2024 in respect of the Ordinary Shares held at such time. Shareholders holding Ordinary Shares in certificated form and who wish to tender Ordinary Shares for purchase in the Tender Offer should ensure that their completed Tender Forms are returned by post to Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA so as to arrive by no later than 1.00 p.m. on 4 June 2024. Shareholders who hold their Ordinary Shares in certificated form should also return their share certificate(s) and/or other documents of title in respect of the Ordinary Shares tendered. Shareholders who hold Ordinary Shares in uncertificated form (that is, in CREST) should not return a Tender Form but should transmit the appropriate TTE Instruction in CREST as set out in sub-paragraph 3.2(b) of Part 2 of this document as soon as possible but in any event so as to be received by no later than 1.00 p.m. on 4 June 2024.

The Tender Offer is not being made to Restricted Shareholders. In particular, the Tender Office is not being made, directly or indirectly, in or into or by the use of mails by any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange of the United States, nor is it being made directly or indirectly in or into Canada, Australia, Japan, New Zealand or the Republic of South Africa and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa.

Notice of a General Meeting of Odyssean Investment Trust PLC to be held at offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD at 11.00 a.m. on 6 June 2024 is set out at the end of this document. The Proposals described in this document are conditional upon Shareholder approval of the Resolution at the General Meeting.

Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the General Meeting. To be valid, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, so as to reach the Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA, by no later than 11.00 a.m. on 4 June 2024. The Form of Proxy can be returned by delivery to Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA, or in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of General Meeting and the CREST Manual on the Euroclear website (www.euroclear.com). As an alternative to completing a hard copy Form of Proxy, you can appoint a proxy or proxies electronically by visiting www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed on your form of proxy). Alternatively, if you have already registered with Equiniti Limited's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Full instructions are given on both websites. To be valid, your proxy appointment(s) and instructions should reach Equiniti Limited no later than 11 a.m. on Tuesday, 4 June 2024. Further instructions relating to the Form of Proxy are set out in the Notice of General Meeting and the Form of Proxy.

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CONTENTS

		Page
EXPECTED TIMETABLE	4
LETTER FROM THE CHAIR	5
PART 1	LETTER FROM WINTERFLOOD SECURITIES LIMITED	15
PART 2	TERMS AND CONDITIONS OF THE TENDER OFFER	20
PART 3	TAXATION	32
PART 4	RISK FACTORS	34
DEFINITIONS	35
NOTICE OF GENERAL MEETING	39

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EXPECTED TIMETABLE

Latest time and date for receipt of Forms of Proxy or	11.00 a.m. on 4 June 2024
transmission of CREST Proxy Instructions for the General
Meeting

Tender Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions in CREST

Record Date for participation in the Tender Offer

General Meeting

Results of General Meeting announced

Results of Tender Offer announced

Calculation Date

Sale of On-Sale Shares

Establishment of Tender Pool and Continuing Pool

Realisation of the Tender Pool commences

Tender Price announced; final distribution under the Tender Offer of assets in the Tender Pool announced and Tender Offer settlement timetable announced

CREST Accounts credited with Tender Offer cash consideration

1.00 p.m. on 4 June 2024

1. p.m. on 4 June 2024

1. a.m. on 6 June 2024 6 June 2024 6 June 2024

close of business on 6 June 2024*

7 June 2024**

10 June 2024**

10 June 2024**

11 June 2024 (where the Tender Pool consists only of cash or

near-cash assets)(1)**

14 June 2024 (where the Tender Pool consists only of cash or

near-cash assets)(2)**

Cheques issued in respect of the Tender Offer cash	20 June 2024 (where the Tender
consideration	Pool consists only of cash or
	near-cash assets)(3)**

All references are to London time unless otherwise stated. Dates and times are indicative only and may be subject to change. Any changes will be notified via an RIS.

• The Calculation Date may be at such later date as may be agreed between the Company and Winterflood.
• The sale of the On-Sale Shares is anticipated to take place on 7 June 2024. To the extent the sale of On-Sales Shares occurs at a later date, the date of subsequent events will be adjusted accordingly.

1. In the event that assets (not being near-cash assets) are required to be realised in the Tender Pool this date will be as soon as practicable after commencement of the realisation of such assets in the Tender Pool.
2. In the event that assets (not being near-cash assets) are required to be realised in the Tender Pool this date will be within 5 business days from the Tender Price announcement.
3. In the event that assets (not being near-cash assets) are required to be realised in the Tender Pool this date will be within 10 business days from the Tender Price announcement.

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LETTER FROM THE CHAIR

ODYSSEAN INVESTMENT TRUST PLC

(incorporated and registered in England and Wales with registered number 11121934. An

investment company within the meaning of section 833 of the Companies Act 2006)

Directors:	Registered Office:
Linda Wilding (Chair)	25 Southampton Buildings
Arabella Cecil	London
Peter Hewitt	WC2A 1AL
Richard King
Neil Mahapatra
	21 May 2024
Dear Shareholder

TENDER OFFER FOR ORDINARY SHARES

AND APPROVAL OF THE BUY BACK AUTHORITY

AND

NOTICE OF GENERAL MEETING

SHAREHOLDERS ARE NOT OBLIGED TO TENDER ANY ORDINARY SHARES AND IF THEY DO NOT WISH TO PARTICIPATE IN THE TENDER OFFER, THEY SHOULD NOT COMPLETE OR RETURN THEIR TENDER FORM OR SUBMIT A TTE INSTRUCTION IN CREST.

THE DIRECTORS WILL NOT TENDER ANY OF THEIR OWN ORDINARY SHARES UNDER THE TENDER OFFER. IN ADDITION, NO MEMBER OF THE CONCERT PARTY INTENDS TO TENDER ANY OF ITS ORDINARY SHARES UNDER THE TENDER OFFER.

SHAREHOLDERS SHOULD BE AWARE THAT THE TENDER OFFER IS NOT CONDITIONAL ON THE ORDINARY SHARES TRADING AT A DISCOUNT TO NAV PER ORDINARY SHARE. SHAREHOLDERS WHO TENDER ORDINARY SHARES MAY RECEIVE LESS THAN THEY WOULD OTHERWISE BE ABLE TO REALISE BY SELLING SUCH ORDINARY SHARES IN THE MARKET.

1. INTRODUCTION

The Company launched on 1 May 2018 and at that time, the Board stated its intention to offer Shareholders the opportunity to elect to realise the value of their investment in the Company at the Net Asset Value per Ordinary Share less applicable costs during the seventh year following initial admission of the Ordinary Shares and every seventh year thereafter. The exact timing of the realisation within each seventh year is at the discretion of the Board, in consultation with the Portfolio Manager.

As the Company enters into its seventh year following initial admission, your Board has agreed to provide the realisation opportunity to Shareholders at this time and has determined to implement the realisation opportunity by way of the Tender Offer, further detail of which are set out in this document.

2. THE PROPOSALS

I am writing to you to provide further details of the Proposals which, in summary:

• provide Shareholders the opportunity to tender for sale none, some or all of their Ordinary Shares; and
• provide for any or all of such Ordinary Shares tendered to be sold by Winterflood to Incoming Investors.

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Should the demand from Incoming Investors exceed the Ordinary Shares tendered, the Board may explore options to satisfy such demand through an equity fund raising. The Board gives no assurance that any new Ordinary Shares will be issued.

Under the 2006 Act, the Listing Rules and the Takeover Code, the Proposals require Shareholder approval which will be sought at the General Meeting to be held on 6 June 2024. Shareholder approval will be sought at the General Meeting to grant the Directors authority to repurchase a maximum of 122,752,053 Ordinary Shares, being the number of Ordinary Shares in issue as at the date of this document, or such other number as shall be equal to the number of Ordinary Shares in issue immediately prior to the commencement of the General Meeting (in each case excluding those held in treasury, if any) and the implementation of the Tender Offer is conditional on, amongst other things, this approval being obtained.

The purpose of this document is to set out the background to and reasons for, and provide further details of, the Proposals and why the Board is unanimously recommending that you vote in favour of the Resolution to be proposed at the General Meeting, notice of which is set out at the end of this document. This document contains, inter alia, the formal terms of the Tender Offer, together with details of how Shareholders can tender Ordinary Shares for purchase, if they wish to do so.

3. INVESTMENT PERFORMANCE AND OUTLOOK

The Company raised £87.5 million before expenses at launch through the issue of new Ordinary Shares at 100p per Ordinary Share. In the period since initial admission, the Company's market capitalisation has grown to £206.5 million through both investment performance and new issuance as the Company's Ordinary Shares outperformed the market on both an NAV and share price basis. The NAV per Ordinary Share has increased to 164.78 pence (as at 17 May 2024), generating a total return for Shareholders of 67.6 per cent. (or 8.9 per cent. annualised) which compares to the return of the NSCI + AIM (ex-investment trusts) Index over the same period of 12.3 per cent. (or 1.9 per cent. annualised).

The Board and the Portfolio Manager believe that the investment opportunity set out at the time of the Company's launch in 2018 continues to remain. Over the long term, UK quoted smaller companies have significantly outperformed UK larger companies on a compounding basis, as well as generating low-teens annualised absolute returns. However, unusually, this has not been the case since the Company was launched, with UK smaller companies lagging UK larger companies, and delivering annualised returns of 1.9 per cent. per annum. Given the unsupportive market backdrop since launch, the absolute and relative performance of the Company's NAV per Ordinary Share demonstrates how the Company's differentiated investment strategy can add considerable value.

The recent underperformance of UK smaller companies has been driven by a number of factors including but not limited to the asset class being out of favour, rising interest rates and smaller companies being less able to absorb the impact from market wide events including the COVID-19 pandemic and the UK recession. This has been exacerbated by a flight of equity investors to US equities, especially large-cap technology stocks.

The UK smaller companies sector is currently unloved. The Board shares the Portfolio Manager's view that there is considerable value in parts of the market. Valuation data provided by Quest, Canaccord Genuity`s cashflow based tool, suggests that UK equities, especially UK smaller companies, are trading at very significant absolute discounts to their intrinsic value, and are extremely attractively priced relative to other equity markets.

The Board and the Portfolio Manager believe that many quoted UK smaller companies offer the potential to re-rate markedly in the medium-term, or benefit from continued M&A activity. Since launch, the Company has benefitted from M&A activity, with 12 companies of the 41 investments since launch being subject to completed or attempted takeover approaches. The Portfolio Manager views the combination of the scope for re-rating and improving sentiment towards UK smaller companies as providing more of a tailwind for the absolute performance of the strategy than has existed since the time of the Company's IPO.

There is less sell-side research cover on UK smaller companies, which has only reduced since the introduction of MiFID II in January 2018. In addition, there are fewer natural buyers of smaller companies given the liquidity mis-match with that required for open-ended funds. This has been exacerbated by negative fund flows from open-ended funds focused on smaller companies, which

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the Portfolio Manager estimates has totalled £2.8 billion since the Company's launch. The Portfolio Manager believes that these negative fund flows have depressed valuations of UK smaller companies, with open-ended funds becoming forced sellers and more reluctant to invest in less liquid smaller companies.

As a result, UK smaller companies are overlooked and undervalued further reducing liquidity. This illiquidity leads to a mis-pricing opportunity which the Board and the Portfolio Manager continue to believe is best accessed via the Company's closed-ended structure that allows the Portfolio Manager to invest through the cycle in a concentrated portfolio of stocks in which it has high conviction. As well as trading at historically low multiples, the Portfolio Manager believes many of these companies, often market leaders in a niche, are undergoing positive change driven by refreshed leadership. The market environment is well suited to the Portfolio Manager's selective and engaged investment strategy in which liquidity is poor and an investment is more akin to a private equity investment, both with regards to management of the position and eventual liquidity.

The Portfolio Manager believes that as interest rates start to fall, interest in UK smaller companies will improve and it's likely that the valuation headwinds will abate. With liquidity much reduced this could lead to a period of above average returns if valuations of smaller companies return to historic levels. Using the closed-ended fund structure to enable investment in less liquid companies, the Portfolio Manager has positioned the portfolio to benefit from such a scenario. With many portfolio companies' valuations significantly below their long-term average enterprise value to sales ratio and price to book ratio, the Portfolio Manager anticipates that either these holdings are likely to re-rate or alternatively be acquired by larger corporations, probably from North America or Asia.

The Company's shares have maintained a strong rating in the period since launch having traded at an average discount of 0.1 per cent. despite the asset class being out of favour. The Board believes this reflects the marketing efforts of the Portfolio Manager allied with a differentiated strategy and strong absolute performance. In addition, the combination of the Realisation Opportunity and discount control mechanism has ensured that the rating has remained relatively stable even during periods of market instability - both mechanisms that will remain in place during the next investment cycle.

The Board is optimistic about the opportunity for the Company. It is expected that as market conditions and sentiment improve, the UK smaller companies sector should see a re-rating delivering strong absolute performance while the Portfolio Manager's engaged investment strategy has the potential to deliver outperformance, with M&A in the UK market anticipated to provide continued potential for re-rating or exit opportunities and the benefits of self-help initiatives being executed at portfolio companies begin to bear fruit.

4. FURTHER INFORMATION IN RESPECT OF THE TENDER OFFER

4.1 Key Points of the Tender Offer

The key points of the Tender Offer are as follows:

•

•

•

•

the Tender Offer will provide Shareholders (other than Restricted Shareholders) with the opportunity to tender for sale none, some or all of their Ordinary Shares;

Incoming Investors will be invited to acquire the tendered Ordinary Shares from Tendering Shareholders through Winterflood at the Investment Price;

after accounting for the sale of the On-Sale Shares and the realisation of the Tender Pool, which will be established on the basis set out under paragraph 10 of Part 1 of this document, Tendering Shareholders shall receive the Tender Price in cash in consideration for the purchase of Ordinary Shares tendered by them; and

the Tender Price shall be the Final Tender Offer Asset Value of the Tender Pool divided by the total number of Exit Shares expressed in Sterling, rounded down to two decimal places.

Winterflood may seek to sell some or all of such tendered Ordinary Shares to Incoming Investors at the Investment Price. The aggregate Investment Price (less costs and commissions), for such number of Ordinary Shares as Incoming Investors agree to acquire, will be paid to the Company and allocated to the Tender Pool and may form part of the cash proceeds to be paid to Tendering Shareholders for the Exit Shares.

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Any Ordinary Shares not sold by Winterflood to Incoming Investors, will be repurchased by the Company. The Company may, at its option, issue new Ordinary Shares for sale in the market and use the proceeds, in whole or in part, to fund the Tender Pool.

If the number of Ordinary Shares tendered is such that the Board is of the view that the continuance of the Company is not in the best interests of the continuing Shareholders, it reserves the right to terminate the Tender Offer. Additionally, if the Tender Offer were to result in the Concert Party (as defined in paragraph 5.2 below) being interested in Ordinary Shares which, in aggregate, carry 30 per cent. or more of the voting rights of the Company, the Board will terminate the Tender Offer. If the Tender Offer is terminated, the Board will put forward alternative proposals as soon as practicable and, in any event, within six months of termination of the Tender Offer, which proposals will allow Shareholders to realise the value of their investment in the Company at Net Asset Value per Ordinary Share less applicable costs. If the Tender Offer is terminated, the Company will make an announcement through an RIS that such is the case.

Shareholders (other than Restricted Shareholders) on the Register on the Record Date will be invited to tender for sale some or all of their Ordinary Shares held on the Record Date to Winterflood who will, as principal, purchase at the Tender Price the Ordinary Shares validly tendered.

The tendered Ordinary Shares (less any On-Sale Shares) will be repurchased by the Company pursuant to the Repurchase Agreement. Tendering Shareholders will receive the full Tender Price in cash only once all of the assets in the Tender Pool have been fully realised.

Shareholders should also note that, even if all of the Conditions are met shortly after the closing of the Tender Offer, there could be a significant period of time between the Tender Closing Date and the date on which all of the assets comprising the Tender Pool will be fully realised, which will be the date when Shareholders receive full payment of the Tender Price.

The Tender Offer is subject to certain conditions being satisfied by the Long Stop Date (as defined below) and may be terminated in certain circumstances as set out in paragraph 7 of Part 2 of this document.

The Tender Offer is not conditional on Ordinary Shares trading at a discount to the Net Asset Value per Ordinary Share as at the Calculation Date (i.e. the share price per Ordinary Share being less than the Net Asset Value per Ordinary Share). In the event that Ordinary Shares are trading at a premium to the Net Asset Value per Ordinary Share as at the Calculation Date (i.e. the share price per Ordinary Share is higher than the Net Asset Value per Ordinary Share), Shareholders who tender Ordinary Shares may receive less than they would otherwise be able to realise by selling such Ordinary Shares in the market.

Shareholders' (other than Restricted Shareholders) attention is drawn to the letter from Winterflood set out in Part 1 of this document and to Part 2 of this document which, together with the Tender Form, constitute the terms and conditions of the Tender Offer. Details of how Shareholders will be able to tender Ordinary Shares can be found in paragraph 3 of Part 2 of this document.

Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.

Shareholders who are in any doubt as to the contents of this document or as to the action to be taken should immediately consult a suitable qualified independent financial adviser authorised under the FSMA if in the United Kingdom, or from another appropriately authorised independent financial adviser if in a territory outside of the United Kingdom.

4.2 Restricted Shareholders and Other Overseas Shareholders

The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Territories. Restricted Shareholders are being excluded from the Tender Offer in

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order to avoid offending applicable local laws relating to the implementation of the Tender Offer. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.

1. Tender Pool
   Save as set out below, all of the Company's assets and liabilities will, following valuation on the Calculation Date, be allocated between the Continuing Pool and the Tender Pool on the basis set out under paragraph 10 of Part 1 of this document. The net value of the assets and liabilities allocated on the establishment of the Tender Pool will equal the Tender Offer FAV (calculated in accordance with paragraph 8 of Part 1 of this document). The Tender Pool assets will be realised and the liabilities settled and the net cash proceeds paid in satisfaction of the Tender Price to Shareholders who successfully tender their Ordinary Shares (save that any cash paid into the Tender Pool, including the cash for the On-Sale Shares, shall not be subject to a realisation process).
   The Tender Pool will bear the costs of realising the assets in the Tender Pool and the amount
   of stamp duty or stamp duty reserve tax payable on the repurchase by the Company of the Ordinary Shares acquired from Winterflood (for the avoidance of doubt, no such stamp duty or stamp duty reserve tax need be paid by the Company in respect of On-Sale Shares). Shareholders who successfully tender their Ordinary Shares will receive a pro rata share of the net proceeds of the Tender Pool. The assets of the Tender Pool will be fully realised as
   soon as practicable after the commencement of the realisation of the Tender Pool such that final cash payments can be made to the Tendering Shareholders as soon as practicable thereafter. The Board may at its discretion make interim distributions from the Tender Pool. However, under the Tender Offer the Company reserves the right to defer the Tender Pool realisations and/or cash payments if the Board believes this to be in the best interests of Shareholders as a whole.
   Shareholders should note that the Tender Price will only be determined finally once all the assets of the Tender Pool have been realised.
   The Board retains the discretion to allocate only cash and near cash assets of the Company to the Tender Pool. In addition, the Company may, at its option, issue new Ordinary Shares for sale in the market and use the proceeds, in whole or in part, to fund the Tender Pool. In either such circumstance there will be no, or minimal, costs of realising the assets in the Tender Pool and it is expected that the purchase of tendered Ordinary Shares (excluding any On-Sale Shares) will take place on 7 June 2024 and payment will be made to Tendering Shareholders (including any On-Sale Shares), where the Tender Pool consists only of cash or near-cash assets: (i) on 14 June 2024 in the case of shares tendered through CREST (save where assets (not being near-cash assets) are required to be realised in the Tender Pool this date will be within 5 business days from the Tender Price announcement), or (ii) 20 June 2024 in the case of any consideration issued by cheque (save where assets (not being near-cash assets) are required to be realised in the Tender Pool this date will be within 10 business days from the Tender Price announcement). It is the Board's current intention only to exercise such discretion to allocate only cash and near cash assets of the Company to the Tender Pool where the number of Ordinary Shares that the Company is required to repurchase pursuant to the Tender Offer is such that allocating only cash and near cash to the Tender Pool is in the best interests of Shareholders as a whole.
2. Conditions of the Tender Offer
   The Tender Offer is conditional on the following (together the "Conditions") being satisfied on or before 31 August 2024 (the "Long Stop Date"):
3. 1. the passing of the Resolution by not later than twenty Business Days after the date of the General Meeting;
   2. where the Company repurchases Ordinary Shares pursuant to the Tender Offer, the Directors and Winterflood being satisfied that the Company has sufficient distributable reserves (as defined in section 830 of the 2006 Act) to effect the purchase of all the Exit Shares (other than On-Sale Shares) pursuant to the Repurchase Agreement;

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1. the Tender Offer not having been terminated in accordance with paragraph 7 of Part 2 of this document prior to the fulfilment of the conditions referred to in sub- paragraphs 4.4(a) and (b) above;
2. Winterflood being satisfied, acting in good faith, that: (i) at all times up to and
   immediately prior to the date on which conditions (a), (b) (c), (e) and (f) become satisfied, the Company has complied with its obligations under the Repurchase
   Agreement, and (ii) as at the date on which conditions (a), (b) (c), (e) and (f) become satisfied the Company is not in breach of any of the representations and warranties given under the Repurchase Agreement;
3. the Tender Offer not resulting in the Concert Party being interested in Ordinary Shares which, in aggregate, carry 30 per cent or more of the voting rights of the Company; and
4. the Tender Offer not having been withdrawn.

5. THE TAKEOVER CODE

1. Rule 9 of the Takeover Code
   Under Rule 9 of the Takeover Code, where any person acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) in shares which, when taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent, or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required to make a general offer to all remaining shareholders to acquire their shares.
   Similarly, where any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company, but does not hold shares carrying more than 50 per cent. of the voting rights of a company, a general offer will be required if any further interest in shares is acquired by any such person, or any person acting in concert with him.
   A general offer, if required under Rule 9 of the Takeover Code, must be in cash and at not less than the highest price paid by the person required to make the offer or any person acting in concert with him for any interest in shares of the company during the 12 months prior to announcement of the offer. Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code (although a person who is neither a director (which for this purpose includes any investment manager of an investment trust and
   the exception to Rule 37 would, therefore, not apply in the case of the members of the Concert Party (as defined below)) nor acting (or presumed to be acting) in concert with a director will not normally incur an obligation to make a general offer under Rule 9 of the Takeover Code). However, this exception will not normally apply when a shareholder not acting in concert with a director or investment manager of an investment trust has purchased shares at a time when he had reason to believe that such a purchase of its own shares by the company would take place.
   Therefore, in respect of the Tender Offer, a Shareholder not acting in concert with the Directors or the Portfolio Manager may incur an obligation under Rule 9 of the Takeover Code to make a general offer to Shareholders to acquire their Ordinary Shares if, as a result of the purchase by the Company of its Ordinary Shares from other Shareholders, it comes to hold or acquire 30 per cent, or more of the Ordinary Shares following the Tender Offer and it has purchased Ordinary Shares when it had reason to believe that the Company would purchase its own Ordinary Shares.
2. The Concert Party
   For the purposes of the Takeover Code, Odyssean Capital LLP, to whom certain day-to-day portfolio management services in respect of the Company's assets has been delegated by the Company, 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

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