Interim Management Statement
Interim Management Statement - 3 months to 31 August 2009
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 2009 to 31
August 2009, 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# 9.8% 17.4% -1.9% -19.1%
Net Asset Value^ 9.8% 17.4% -1.6% -22.9%
Share Price 7.3% 13.1% -3.3% -22.1%
HGSC plus AIM (ex Inv Cos) 11.6% 18.3% -5.5% -14.5%
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
Ten Largest Equity Holdings at 31 August 2009 (in alphabetical order)
Aveva Group
BATM Advanced Communications
Brewin Dolphin Holdings
Dechra Pharmaceutical Holdings
Domino Printing Sciences
Fidessa Group
Pace
Rathbone Brothers
Rensburg Sheppards
Victrex
Financial position and performance as at 31 August 2009
Gross Assets (£m)* 110.5
Short term borrowings (£m) Nil
Net asset value-capital only 131.39p
Net asset value-Including Income 134.16p
Share Price 110.25p
Ordinary Shares in Issue 82,351,197
Actual Gearing Nil
Discount to NAV-Cum Income 17.8%
Discount to NAV-Capital Only** 16.1%
*includes net revenue of £2.3m
Material Events/Transactions
There were no material events or transactions, except as disclosed, during the
three months to 31 August 2009, 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
On 3 July 2009 the Board announced that the Directors had resolved to exercise
their discretion to implement a tender offer (the "Tender Offer") as at 1
September 2009. The Tender Offer would enable Shareholders to tender their
Shares for cash, subject to a maximum of 10 per cent in aggregate of the Shares
in issue at the relevant time. A circular to Shareholders was posted in July
2009 containing details of the Tender Offer and the procedure for tendering
Shares.
It was also announced that the Board believed that the Company was an
attractive investment opportunity and it was the intention to focus on
increasing the size of the Company going forward. In addition to the Tender
Offer the announcement stated that the Board was considering proposals for a
bonus issue of subscription shares to Shareholders on the register after the
Tender Offer and that subscription shares would represent an attractive way in
which investors could participate in any future net asset growth of the Company
through subscribing for Shares. Further details of the proposed subscription
share issue were to be included in the above mentioned circular to
Shareholders.
The results of the Tender Offer which closed on 25 August 2009 were announced
on 28 August. Valid tenders for 26.6 per cent (21,869,191 Shares) of the
Company's Shares were received. The Tender Offer was over subscribed and
therefore Shareholders who tendered would have their basic entitlement (10 per
cent of their shares) satisfied in full and their election for Further Shares
scaled-back pro rata with each shareholder receiving 28.4 per cent of their
election for Further Shares.
In total, 10 per cent of the Company's Shares outstanding on the Tender Closing
Date would be repurchased and cancelled.
Payment of the Tender Price due to Shareholders whose tenders under the Tender
Offer were accepted was expected to be dispatched (by cheque or by payment
through CREST, as appropriate) no later than the end of November 2009. It was
expected that an interim distribution from the Tender Pool would be made by 13
October 2009.
On 14 September 2009 the Board announced that pursuant to the Tender Offer, the
Tender Pool had been realised in full and that the Tender Price of 126.52 pence
per Exit Share, together with interest accruing thereon, was expected to be
paid to Exiting Shareholders on or by Friday, 25 September 2009.
Forms of payment for Exiting Shareholders were as follows:
- Exiting Shareholders who held Shares in uncertificated form in CREST would
be paid the consideration through CREST on or by 25 September 2009 in
favour of the Exiting Shareholders' payment bank in accordance with the
CREST payment arrangement.
- Exiting Shareholders who held Shares in certificated form would receive a
cheque for the consideration from the Registrars by first class post to the
registered address of the Exiting Shareholder or, in case of joint holders,
the registered address of the first named holder. Cheques were expected to
be posted on or by 25 September 2009.
In accordance with the terms of the Tender Offer the Company would repurchase a
total of 8,235,089 Ordinary Shares. Following cancellation of the 8,200,000
shares currently held in treasury, 7,400,000 of the Ordinary Shares would be
repurchased pursuant to the Tender Offer and placed in treasury, 835,089 would
be cancelled.
Following the Tender Offer the number of Ordinary Shares that the Company has
in issue, less the total number of Ordinary Shares held by the Company in
Treasury would be 74,116,108.
On 22 September 2009 the Board subsequently confirmed that the final Tender
Price to be paid to Exiting Shareholders would be 126.55 pence per Exit Share,
including all accrued interest. The 0.03 pence increase per Exit Share since
the announcement made on 14 September 2009 reflected interest subsequently
accrued on the Tender Pool.
It was also announced that the proceeds from the tender offer were expected to
be paid to Exiting Shareholders on Wednesday, 23 September 2009 which was
earlier than had been anticipated and announced on 14 September 2009.
Subscription Share Issue
The Company sent to shareholders a circular and prospectus both dated 3
September 2009 and including a Notice of General Meeting to be held on 1
October 2009. The purpose of the meeting was to consider proposals for a Bonus
Issue of Subscription Shares and the adoption of new Articles. Following the
General Meeting on 1 October 2009, it was announced that Shareholders had
approved the Special Resolution in respect of the proposals.
Issue of Subscription Shares
It was also announced that a total of 14,822,901 Subscription Shares had been
allotted, subject to listing, to Ordinary Shareholders on the Register at 5.00
p.m. on 30 September 2009, by way of the Bonus Issue on the basis of one
Subscription Share for every five Ordinary Shares held at that date.
The Subscription Share Rights conferred by the Subscription Shares would be
exercisable by notice to the Company which may be given on each of 31 January,
30 April, 31 July and 31 October between 31 January 2010 and 31 October 2011
(both dates inclusive).
The Subscription Price, as defined in the Prospectus and equal to the published
unaudited NAV per Ordinary Share as at 5.00 p.m. on 30 September 2009 of 144.07
pence per share plus a one per cent premium to such amount, rounded up to the
nearest whole penny, would be 146.00 pence.
An application was made for the Subscription Shares to be admitted to the
Official List and to trading on the London Stock Exchange and it was expected
that dealings in the Subscription Shares would commence at 8.00 a.m. on 2
October 2009.
It was anticipated that certificates in respect of the Subscription Shares
would be sent out during the week commencing Monday, 5 October 2009.
Interim Dividend
An interim dividend in respect of the year ending 30 November 2009 of 0.55p per
ordinary share was declared by the Directors and paid on 27 August 2009 to
holders of ordinary shares on the register at the close of business on 31 July
2009 (ex dividend date 29 July 2009).
Half Yearly Financial Report
The Company announced its half yearly financial results for the period ended 31
May 2009 on 16 July 2009.
The Board is not aware of any material events or transactions, except as
disclosed herein, occurring between 1 June 2009 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