Flagstone – Secondary Sale

Update: 19 March

On Monday 18 March, Wealth Club Nominees submitted its response on behalf of investors, in accordance with the wishes of each investor who completed the form by 18 March. As stated in previous correspondence, any investors who failed to complete the form will be unable to participate in the Secondary Sale. 

The transaction exchanged on 7 March and is expected to complete within two months from the exchange date, subject to regulatory approval – not guaranteed. Upon completion, Wealth Club Nominees should receive the proceeds and distribute them to investors who have elected to participate in the Secondary Sale.

Flagstone Investment Management Limited (now Flagstone Group Ltd) has agreed a £107.5 million minority investment from Estancia Capital Partners, a US private equity firm, at a price of £1,284 per Secondary Share. For context, you invested at a price of £683 per share.

The transaction is a combination of primary and secondary investment – you can read the details in the Indication of Interest Letter

This provides existing shareholders with an opportunity for an early partial exit. If you so wish, you can participate in the Secondary Sale and request the sale of a portion of your shares in the Company at the price of £1,284 per Secondary Share.

The Company anticipates the Secondary Sale being carried out so that:

  1. Shareholders may be invited to sell Secondary Shares with an aggregate value up to their pro rata proportion of the Secondary Sale proceeds (as stated in the email from Wealth Club); provided that
  2. The Company will have ultimate discretion as to how any allocation is used as between those shareholders (including taking into account any shareholders who indicate they wish to sell more than their pro rata proportion).

Tax implications

As the transaction will take place within the three-year minimum holding period for EIS tax relief, you will lose EIS tax relief on any shares you decide to sell. We have prepared an FAQs document about what happens to EIS tax reliefs on an early exit. 

Next steps – action required by Monday 18 March, noon

Please carefully read the Indication of Interest Letter, alongside the email you received from Wealth Club, which includes details such as the number of shares you hold and your pro-rata amount. Please also carefully read our FAQs document on EIS tax reliefs on an early exit and ensure you fully understand the tax implications of any sale. If unsure, please seek specialist tax advice. 

Once you decide what course of action is right for you, please complete the form below. The deadline is Monday 18 March, noon. Wealth Club Nominees Ltd, our nominee service which holds your shares, will respond on investors' behalf. The amount of shares sold will be decided by the Company at its discretion. Please note: if you do not reply by the deadline, you will not be able to participate in the Secondary Sale.  

The transaction exchanged on 7 March. It is estimated completion will be around two months from the date of exchange, subject to regulatory approvals. Upon completion, proceeds will be sent to the nominee and the nominee will distribute to investors.

As the deadline is now passed, it is no longer possible to respond.

Wealth Club aims to make it easier for experienced investors to find information on – and apply for – investments. You should base your investment decision on the offer documents and ensure you have read and fully understand them before investing. The information on this webpage is a marketing communication. It is not advice or a personal or research recommendation to buy any of the investments mentioned, nor does it include any opinion as to the present or future value or price of these investments. It does not satisfy legal requirements promoting investment research independence and is thus not subject to prohibitions on dealing ahead of its dissemination. 

The details

Type
Single company
Sector
FinTech
Target return
Funds raised / sought
-
Minimum investment
-
Deadline
18 March 2024 (noon)
Last updated: 14 March 2024

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