The Throgmorton Trust PLC
Interim Management Statement- 3 months to 31 August 2010
To the members of The Throgmorton Trust PLC
This interim management statement has been produced solely to provide
additional information to shareholders as a body to meet the relevant
requirements of the UK Listing Authority's Disclosure & Transparency Rules.
It should not be relied on by any other party for any other reason.
This interim management statement relates to the period from 1 June 2010 to
31 August 2010, and contains information that covers this period, and up to the
date of publication of this interim management statement. Please note more
detailed performance information, including the latest month end announcements
are available on the Manager's website-www.blackrock.co.uk/its.
The Company's objective is to provide shareholders with capital growth and an
attractive total return from investment predominantly in UK smaller companies
which are listed on the main market or traded on the AIM market.
Stock Performance
Cumulative Performance (%):
One Three One Three
Month Months Year Years
Net Asset Value# 0.9% 10.1% 33.9% -8.3%
Net Asset Value* 0.9% 10.1% 34.2% -12.4%
Net Asset Value** 0.7% 8.0% 30.0% -15.2%
Share Price 0.5% 4.1% 33.3% -11.4%
Subscription share price 6.5% 2.5% - -
HGSC plus AIM (ex Inv Cos) -0.2% 2.2% 13.8% -16.6%
All performance figures are in £ on a total return basis.
#NAV prior to costs of repaying the debentures early
*NAV after costs of repaying the debentures early- undiluted
**NAV after costs of repaying the debentures early - diluted
Ten Largest Equity Holdings at 31 August 2010 (in alphabetical order)
Abcam Group
Aveva Group
City of London Investment Group
Domino Printing Sciences
Fidessa Group
Hutchison China Meditech
ITE Group
Rotork
Spirax-Sarco Engineering
Victrex
Financial position and performance as at 31 August 2010
Gross Assets (£m)* 106.4
Short term borrowings (£m) Nil
Net asset value-capital only 170.92p
Net asset value-Including Income 172.83p
Share Price 139.75p
Ordinary Shares in issue*** 58,367,192
Subscription Shares in issue 14,763,134
Actual Gearing (including CFDs - £m) 5.8
CFDs - short (£m) 12.2
CFDs - long (£m) 18.0
Discount to NAV-Cum Income 18.5%
Discount to NAV-Capital Only** 18.2%
*includes net revenue of £0.25m
***not including 7,400,000 shares held in treasury
Material Events/Transactions
There were no material events or transactions, except as disclosed, during the
three months to 31 August 2010, nor was the Company involved in any other
material transactions during the period except the purchase and sale of
securities undertaken in the normal course of its business.
Tender Offer and General Meeting
On 4 June 2010 it was announced that a circular had been posted to shareholders
containing details of:-
- a proposed tender offer to purchase up to 25% of the Ordinary Shares in
issue on 12 April 2010 (excluding ordinary shares held in treasury) with a
9% exit charge and associated costs to include a Cash Exit and In Specie
Distribution Option;
- a possible subsequent repurchase of up to 14.99% of the Ordinary Shares in
issue on 12 April 2010;
- cancellation of the Company's share premium account to provide additional
distributable reserves which may be required to allow the Company to
undertake the purchase of ordinary shares;
- removal of the obligation to consider tender offers on a twice-yearly
basis; and
- a General Meeting in respect of the requisite shareholder approval for the
above proposals.
Results of the Tender Offer
The results of the proposed tender offer were announced on 29 June 2010. The
tender offer was undersubscribed and in total 21.3% of the Company's ordinary
shares were to be repurchased under the offer.
The Company did not implement the subsequent repurchase of up to 14.99% of the
ordinary shares in issue.
General Meeting Results
The results of the general meeting were announced on 1 July 2010 and it was
reported that the special and ordinary resolutions put to shareholders as
follows were passed:
Special Resolution 1 to:
i. authorise the Directors to purchase up to a maximum of 18,532,133 ordinary
shares by means of a tender offer;
ii. authorise the Directors to purchase up to a maximum of 11,111,867 ordinary
shares by means of a subsequent repurchase;
iii. subject to the confirmation of the Court, cancel the Company's share
premium account; and
iv. remove the obligation of the Company to consider tender offers on a
twice-yearly basis.
Ordinary Resolution 2 to approve the inclusion of the In Specie Distribution
Option.
The minimum number of proxy votes received in favour of the resolutions was
96.90%.
Distribution to Exiting Shareholders
On 21 July 2010 the Board announced that it did not propose to make the interim
distribution to exiting shareholders initially anticipated to have been made by
22 July 2010 due to the tender pool being close to realisation. Final payment
under the Cash Exit Option of the Tender Offer was therefore expected to be
made to Existing Shareholders on or by Tuesday, 27 July 2010.
Following completion of the Tender Offer it was announced the number of
Ordinary Shares that the Company would have in issue, less the total number of
Ordinary Shares held by the Company in Treasury, would be 58,355,792.
The final Tender Price per Cash Exit Share paid to Exiting Shareholders under
the Cash Exit Option of the Tender Offer was announced on 26 July 2010 as
139.37p pence per Cash Exit Share (including all accrued interest) and the
proceeds from the Tender Offer were paid to Exiting Shareholders under the Cash
Exit Option on Tuesday, 27 July 2010.
Subscription Share Conversion
The Company published an announcement on 22 June 2010 in respect of the
exercise of subscription share rights during the period of 30 days ending on
the business day prior to the relevant subscription date of 30 July 2010.
On 4 August 2010, 11,400 ordinary shares were issued, subject to listing,
following the exercise of conversion rights by subscription share holders in
respect of the subscription date of 30 July 2010. The 11,400 ordinary shares
were subsequently listed on 9 August 2010.
Half Yearly Financial Report
The Company announced its half yearly financial results for the period ended 31
May 2010 on 20 July 2010.
Dividend
An interim dividend of 0.58 pence per share was declared on 20 July 2010,
payable on 31 August 2010 to shareholders on the register on 30 July 2010 (ex
dividend date 28 July 2010).
The Board is not aware of any material events or transactions, except as
disclosed herein, occurring between 1 June 2010 and the date of publication of
this interim management statement which would have a material impact on the
financial position of the Company.
Latest information is available by typing, www.blackrock.co.uk/its on the
internet, "BLRKINDEX" on Reuters, "BLRK" on Bloomberg or "8800" on Topic 3 (ICV
terminal).
Contact details:
Kerry Higgins
Secretary
Tel: 020 7743 1089
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
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Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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