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Aim Rule 26

We have detailed the following information in adherence to AIM Rule 26.

Please direct any queries to enquiries@galileo.co.im

Content last updated 31st March 2017.

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Investment Strategy

When the Company was established as Speymill Macau plc, its objective was to invest in high quality residential property and selective commercial investments in Macau.

Following the financial crisis of 2008-2009, the shareholders elected a new Board of Directors which proceeded to re-examine the debts and properties of the Company. After due consideration and re-structuring of debt, the new Board succeeded in selling a number of the investment properties and then called for an Extraordinary General Meeting of shareholders to decide whether to go forward with the Company's original mandate or to distribute the funds and liquidate the remaining properties. On November 19th, 2010 the shareholders unanimously voted to empower the Directors to sell the remaining properties, including the AIA Tower, at a time and under such conditions as they may determine in order to maximize shareholder value and then to distribute the proceeds.

The Board successfully completed the sale of the Company's real estate portfolio effective 31st January 2012.

Following the liquidation of the property portfolio, the Board engaged in discussions with some Shareholders and it became apparent that a majority of Shareholders by value would like to maintain their investment in the Company and would support the continuation of the life of the Company following the adoption of a new investment objective and investing policy. The intention was that this restructuring of the Company would be undertaken alongside the appointment of an external investment manager, Terra Partners Asset Management Limited, a company owned by Howard Golden, Fillip Montfort and Yarden Mariuma.

As part of the restructuring, the Company held an EGM on 24th May 2012 where it proposed to the shareholders to restructure the Company and, among other things, adopt a new Investing Policy. As part of the restructuring, the Company made a tender offer to shareholders to purchase ordinary shares in the Company at about 97.5% of NAV in order to give shareholders the opportunity to exit the Company at a very slight discount to NAV prior to the adoption of the new Investing Policy. As a result of the tender offer 36,896,674 shares were tendered meaning that some 66% of Investors elected to retain their holdings in the Company and in effect invest in the newly restructured Company.

The Company's investment objective is to achieve capital appreciation while attempting to reduce risk primarily by applying a disciplined and diversified value investing philosophy.

The Company will implement its investment objective primarily by investing through one or more of the following investment strategies:

  • Corporate Activism. The Company intends to make investments in funds or companies which have a potential to turnaround or otherwise achieve recovery as a result of input from, or actions taken by, shareholders.
  • Diversified portfolio of value stocks. Alongside its activist activities, or whilst awaiting such opportunities, the Company will create a portfolio of value stocks diversified by sector and country. This strategy will concentrate on small and mid-cap companies with strong cash flows and positive dividends trading in developed, emerging, and frontier markets.
  • Investing in emerging and frontier markets. The founders of the Investment Manager have experience sourcing and performing fundamental due diligence in a variety of emerging and frontier markets that have little, or no, quality sell-side research available This situation creates natural inefficiencies that reward stock-picking efforts and thorough fundamental analysis. Such markets often present unusual opportunities due to various barriers to entry.
  • Provide cash flow to investors. The Investment Manager believes that a consistent dividend stream is an important indication of a company's strength and while searching for activist transactions it will attempt to make investments in companies exhibiting high levels of corporate governance with regular dividend streams to enable the Company to declare dividends to Shareholders.

Directors Biographies

This information can be found on the Board of Directors page.

Country of Incorporation and Main Country of Operation

Terra Capital Plc (TCA) is an Isle of Man incorporated Company (Company Number 118202C) registered on 31st October 2006. Its main country of operation is the Cayman Islands. Its registered office is:

Millennium House
46 Athol Street
Douglas
Isle of Man
IM1 1JB

As Terra Capital plc is registered in the Isle of Man, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Key Company Advisors

Nominated Adviser & Broker
Panmure Gordon & Co
1 New Change
London
EC4M 9AF
Tel: +44 (0)20 7886 2500
Website: www.panmure.com
Administrator and Registrar
Galileo Fund Services Ltd
Millennium House
46 Athol Street
Douglas
Isle of Man
IM1 1JB
Auditors and Tax Advisors
KPMG Audit LLC and KPMG LLC
Heritage Court
41 Athol Street
Douglas
Isle of Man
IM99 1HN
English Law Adviser
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Isle of Man Law Adviser
Appleby
33 Athol Street
Douglas
Isle of Man
IM1 1LB

Documentation and Announcements

Securities Information

Trading Platforms
TCA does not have its shares listed on any exchange or trading platform other than AIM.

SECURITIES IN ISSUE

Percentage of AIM Ordinary Shares Securities not in public hands: 85.41%
The number of shares currently in issue is 68,299,236 with a further 6,829,924 shares held in Treasury.

Significant Shareholders

Transfer Restrictions
There are no restrictions on the transfer of the Terra Capital shares.

Corporate Governance

As an Isle of Man incorporated Company and under the AIM Rules for companies, it is not a requirement for the Company to comply with the UK Corporate Governance Code published by the Financial Reporting Council (the “FRC Code”) or any other corporate governance code and the Company has not yet adopted any such code.

The Board intends, where appropriate for a Company of its size, voluntarily to follow the principles and recommendations of the Association of Investment Companies ('AIC') Code of Corporate Governance (the ‘AIC Code’) by reference to the AIC Corporate Governance Guide for Investment Companies (the "AIC Guide"). The AIC Code, as explained by the AIC Guide, addresses all the principles of good governance and best practice set out in Section 1 of the FRC Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. Details will be set out in the Company’s annual report for the year ending 31 December 2015.

Specific corporate governance arrangements are described below.

City Code on Takeovers and Mergers
Terra Capital plc is subject and complies with the UK City Code on Takeovers and Mergers.

Directors Responsibilities
The Directors are responsible for the determination of the Company’s investment policy and strategy and have overall responsibility for the Company’s activities including the review of the investment activity and performance.

All of the Directors are non-executive.

The Board of Directors delegates to the Investment Manager through the Investment Management Agreement the responsibility for the management of the Company’s assets in accordance with the Company’s investment policy.

The Company has no executives or employees.

The Articles of Association require that all Directors submit themselves for election by shareholders at the first opportunity following their appointment and shall not remain in office longer than three years since their last election or re-election without submitting themselves for re-election.

The Board meets formally at least 4 times a year and between these meetings there is regular contact with the Investment Manager. Other meetings are arranged as necessary. The Board considers that it meets sufficiently regularly to discharge its duties effectively. The Board ensures that at all times it conducts its business with the interests of all shareholders in mind and in accord with Directors' duties.

Audit Committee
All audit committee responsibilities are performed by the Board, with specified terms of reference. The principal terms of reference are to appoint auditors, to set their fees, to review the scope and results of the audit, to consider the independence of the auditors, to review the internal financial and non-financial controls, to approve the contents of the draft interim and annual reports to shareholders and to review the accounting policies. In addition, the Board reviews the quality of the services of all the service providers to the Company and reviews the Company’s compliance with financial reporting and regulatory requirements.


Contact Us +44 (0)1624 692600
enquiries@galileo.co.im
Galileo Fund Services Limited Millennium House,
46 Athol Street,
Douglas, Isle of Man,
IM1 1JB
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