Doc re. Issue of C Share Proposals

Share Issuance Authorities

At the Company's annual general meeting on 30 March 2021, the Directors were given authority to allot up to 16,195,000 new Ordinary Shares on a non-pre-emptive basis (the "Existing Authority"). This Existing Authority lasts until the end of the next annual general meeting of the Company, at which time the authority may be renewed. As at the date of this announcement, the Company has not issued any Ordinary Shares pursuant to the Existing Authority and the Company's issued share capital, excluding Shares held in treasury, stands at 172,450,000 Ordinary Shares. The Existing Authority is in addition to the authority granted to the Board at the Company's general meeting on 1 February 2021 to reissue all of the Ordinary Shares held in treasury on a non-pre-emptive basis, pursuant to which the Company has reissued 37,775,000 Shares from treasury as at the date of this announcement.

As the Company's authority to allot new Shares on a non-pre-emptive basis pursuant to the Existing Authority is limited to 16,195,000 Ordinary Shares, the Company's ability to issue the maximum amount of up to 500 million C Shares and/or Ordinary Shares under the Initial Issue and the Placing Programme will be conditional on the approval of further Share issuance authorities by Shareholders.

In order for all of the Shares that are capable of being issued under the Initial Issue and the Placing Programme to be capable of being issued in a timely and cost efficient manner, the Board is proposing a General Meeting, at which an Ordinary Resolution to authorise the Directors to allot up to 500 million C Shares and/or Ordinary Shares in the Company, together with a Special Resolution to disapply pre-emption rights in respect of any such allotment pursuant to the Initial Issue or the Placing Programme will be proposed.

Adoption of New Articles of Association

The Board is also proposing, in connection with the proposed Initial Issue and Placing Programme, a Special Resolution at the General Meeting to amend the Company's existing Articles of Association. The proposed New Articles will make the necessary provision for the Company to issue C Shares and therefore the implementation of the Initial Issue and the Placing Programme (to the extent that the Placing Programme involves the issue of C Shares) will be conditional on their approval by Shareholders.

General Meeting to approve the Proposals

A Circular setting out further details of the Company's Proposals for share issuance, disapplication of pre- emption rights and the adoption of the New Articles, and explaining why the Board is recommending that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting to be held at 16 Palace Street, London, SW1E 5JD at 9 a.m. on 16 June 2021 is expected to be available today. The notice convening the GM will be set out at the end of the Circular.

2.    Details of the Proposals

Proposed allotment of up to 500 million C Shares and/or Ordinary Shares and proposed disapplication of pre-emption rights

As indicated above, under its Existing Authority, the Directors were given authority to allot up to 16,195,000 new Ordinary Shares on a non-pre-emptive basis. Shareholders' pre-emption rights over this unissued share capital have been disapplied so that the Directors will not be obliged to offer such new Ordinary Shares to Shareholders pro rata to their existing holdings.

The Board is now seeking authority to allot a further 500 million C Shares and/or Ordinary Shares on a non pre-emptive basis. This authority is being sought in addition to and not in substitution for the Existing Authority.

The further authority to allot Shares and the associated disapplication of pre-emption rights being sought at the General Meeting will be restricted to use only in connection with the Initial Issue and Placing Programme. As such, the authority to allot such C Shares and/or Ordinary Shares will expire on 11 May 2022, being the latest date on which Shares can be issued pursuant to the Placing Programme. As the disapplication of pre-emption rights will only be effective in connection with allotments under the Initial Issue and Placing Programme, it will also expire on such date.

The Board will only issue new Ordinary Shares at a premium (net of costs) to the latest estimated NAV per Ordinary Share as at the relevant time.

Shareholders are referred to the Prospectus for full details of the Initial Issue and Placing Programme.

Proposal to amend the Company's Articles of Association

In connection with the proposed issue of C Shares pursuant to the Initial Issue and the Placing Programme, the Company proposes to adopt the New Articles containing the rights attached to the C Shares. The adoption of the New Articles requires the approval of Shareholders and is not conditional on approval of the other Proposals at the General Meeting. The material amendments to the Articles introduced in the New Articles are set out below.

C Shares

The New Articles set out the terms on which the Directors may issue C Shares in the Company, by way of the inclusion of a new Article 6A.

The material terms of Article 6A are as summarised below.

·    The Directors shall be authorised to issue classes of C Shares on such terms as they determine (subject to consistency with the New Articles). Each class of C Shares shall be deemed to be a separate class of Shares.

·    The holders of C Shares will be entitled to receive such dividends as the Directors may resolve to pay to such holders out of the assets attributable to such class of C Shares. However, Shareholders should note that holders of C Shares issued pursuant to the Initial Issue and Placing Programme will not be entitled to receive the first semi-annual dividend that the Directors propose to pay to holders of Ordinary Shares following the Initial Issue of C Shares.

·    The capital and assets of the Company on a winding-up or on a return of capital prior, in each case, to Conversion shall be applied as follows: (A) first, the Ordinary Share Surplus shall be divided amongst the holders of the Ordinary Shares pro rata according to their holdings of Ordinary Shares; and (B) secondly, the C Share Surplus shall be divided amongst the holders of any class of C Shares in issue at the relevant time pro rata according to their holdings of such class of C Shares.

·    Each class of C Shares shall carry the right to receive notice of and to attend and vote at any general meeting of the Company. The voting rights of holders of C Shares will be the same as those applying to holders of Ordinary Shares, namely one vote per Share, subject to requirements in relation to obtaining separate class consents from each class of C Shares and from Ordinary Shareholders in respect of a variation of rights.

·    The Company's records and bank accounts shall be operated so that the assets attributable to the holders of C Shares can, at all times, be separately identified and the Company shall procure that separate cash accounts, broker and other settlement accounts and investment ledger accounts shall be created and maintained in the books of the Company for the assets and liabilities attributable to holders of C Shares.

·    C Shares will be converted into Ordinary Shares on the basis of the relative net asset values per C Share and Ordinary Share at the Conversion Calculation Date, according to a conversion process set out in the New Articles. Following a specified Conversion Calculation Date, a Conversion Ratio as at such date will be calculated and the numbers of Ordinary Shares to which each holder of C Shares will be entitled on Conversion will be determined accordingly. On Conversion, such number of C Shares as shall be necessary to ensure that, upon Conversion being completed, the aggregate number of Ordinary Shares into which those C Shares are converted equals the number of C Shares in issue on the Conversion Calculation Date multiplied by the Conversion Ratio and rounded down to the nearest whole Ordinary Share, shall automatically convert into an equal number of Ordinary Shares. The New Articles also set out how the Directors may deal with any fractional entitlements that arise upon Conversion.

Shareholders are referred to the New Articles and the Prospectus for full details of the C Shares.

3.    Benefits of the Proposals

The Board believes that the Proposals (and the Initial Issue and Placing Programme contingent on the Proposals) will have the following benefits for Shareholders:

·    the Initial Issue and Placing Programme will allow the Company to grow, thereby spreading the Company's fixed running costs across a larger equity capital base, which should reduce the level of ongoing expenses per Ordinary Share;

·    following conversion of C Shares into Ordinary Shares and following any placing of Ordinary Shares pursuant to the Placing Programme, there will be a greater number of Ordinary Shares in issue, which should improve liquidity in the secondary market for the Ordinary Shares, making them more attractive to a wider range of investors;

·    the Initial Issue includes the Open Offer which will provide a pre-emptive element to Shareholders wishing to increase their shareholding in the Company;

·    the issue of C Shares pursuant to the Initial Issue and Placing Programme will preserve revenue reserves for Ordinary Shareholders;

·    based on the target issue, the issue of C Shares pursuant to the Initial Issue will not be dilutive to the Net Asset Value per Ordinary Share, and any issue of new Ordinary Shares pursuant to the Placing Programme will only be made at a premium to NAV per Ordinary Share (after taking account of the costs and expenses of such issue) as at the relevant time and will therefore be accretive to existing Ordinary Shareholders;

·    the issue of C Shares pursuant to the Initial Issue and Placing Programme means that costs will be paid by new investors, not existing Ordinary Shareholders (provided, in the case of the Initial Issue, that expenses do not exceed 1.5 per cent. of the Gross Initial Proceeds, as described in further detail in the Circular); and

·    the disapplication of pre-emption rights will, in relation to the Placing Programme, give the Company the ability to issue new Ordinary Shares tactically, so as to continue to support orderly trading of the Company's Ordinary Shares and to grow the Company's share capital in an efficient and timely manner.

Dividends

The Company's dividend policy and aim with respect to the Ordinary Shares is to pay two interim dividends each year, in February and August. C Shareholders will not be entitled to participate in any dividends of the Company in relation to assets attributable to the Ordinary Shares but may receive dividends out of the assets attributable to such class of C Shareholders. It is not currently expected that any dividends will be paid to C Shareholders prior to Conversion.

Conversion

The C Shares to be issued pursuant to the Initial Issue are expected to convert to New Ordinary Shares within 5 business days of the record date for the semi-annual dividend payable in respect of Ordinary Shares. This will be on or around 5 August 2021 (the "Calculation Date") and the C Shares will convert into Ordinary Shares on the basis of a Conversion Ratio which is calculated in accordance with the methodology outlined in the paragraph below.

On the Calculation Date for the Issue Shares, the net assets attributable to the Ordinary Shares then in issue, the net assets attributable to the Issue Shares issued pursuant to the Initial Issue (including, for the avoidance of doubt, any income accrued to such Issue Shares) and the resultant Conversion Ratio will be calculated.

Holders of the Issue Shares will receive such number of New Ordinary Shares as results from applying the Conversion Ratio to their holdings in the Issue Shares on the Conversion Date, with fractions of Issue Shares being dealt with by the Directors in such manner as they see fit.

Following the Calculation Date, the Directors shall procure that the Conversion Ratio and the number of New Ordinary Shares due to each holder of the Issue Shares is calculated and that fair valuations of the assets attributable to the Company's Ordinary Shares and the Issue Shares are prepared in accordance with the Company's latest published valuation methodology.

Upon Conversion, the New Ordinary Shares arising will rank pari passu with all other Ordinary Shares then in issue for dividends and other distributions declared, made or paid by reference to a record date falling after the relevant Calculation Date. Full details of the terms and timing of conversion can be found in the prospectus.

Admission and dealings

Applications will be made to the London Stock Exchange and to the FCA for the C Shares to be admitted to trading on the main market of the London Stock Exchange and the premium segment of the Official List, respectively. It is expected that admission will become effective and that dealings in the C Shares will commence on or around 21 June 2021.

Prospectus and Circular

Further details of the Initial Issue, Placing Programme and Admission will be set out in the Prospectus, which, together with the Circular, are expected to be available today on the Company's website, https://www.polarcapitalglobalfinancialstrust.com.

Copies of the Prospectus and the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

IMPORTANT NOTICES

This communication is only addressed to, and directed at, persons in the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation ("Qualified Investors"). For the purposes of this provision, the expression "UK Prospectus Regulation" means the UK version of the EU Prospectus Regulation (2017/1129/EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. In the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in the United Kingdom, by persons who are not Qualified Investors.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus to be published by the Company in due course in connection with the admission of the shares in the capital of the Company to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc's main market for listed securities (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the Company's website.

This announcement is not an offer to sell or a solicitation of any offer to buy the securities of the Company (such securities being the "Securities") in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction where such offer or sale would be unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940 ("Investment Company Act") and, as such, holders of the Securities will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The Securities have not been and will not be registered under the US Securities Act of 1933 ("Securities Act)", or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act ("US Persons") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. No public offering of the Securities is being made in the United States.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Investment Manager, Stifel or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in the Prospectus and in this announcement are targets only. There is no guarantee that any returns set out in the Prospectus and in this announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement. Past performance cannot be relied on as a guide to future performance.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.

Each of the Company, the Investment Manager and Stifel and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: the FCA's PROD3 Rules on product governance within the FCA Handbook ("FCA PROD3 Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the FCA PROD3 Rules) may otherwise have with respect thereto, the C Shares the subject of the Initial Issue have been subject to a product approval process, which has determined that such C Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in FCA Glossary; and (ii) eligible for distribution through all distribution channels as are permitted by PROD3 ("Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the C Shares may decline and investors could lose all or part of their investment; the C Shares offer no guaranteed income and no capital protection; and an investment in the C Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Issue Furthermore, it is noted that, notwithstanding the Target Market Assessment, Stifel will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA PROD3 Rules; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the C Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the C Shares and determining appropriate distribution channels.