Statement re Subscription Share Circular
The Throgmorton Trust PLC
30 September 2011
Reminder of rights to subscribe for Ordinary Shares at 146p per share
The Board of The Throgmorton Trust PLC has today sent to holders of
subscription shares in the Company a circular (the "Circular") reminding them
of their final entitlement to exercise the conversion rights attaching to the
Subscription Shares.
A copy of the Circular has been submitted to the National Storage Mechanism and
will shortly be available for inspection at www.Hemscott.com/nsm.do. The
Circular will also shortly be available for viewing on the Company's website
www.blackrock.co.uk/thrg.
The full text of the Circular is reproduced below:
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take, you should consult your independent
financial adviser authorised under the Financial Services and Markets Act 2000
immediately.
If you have sold or otherwise transferred all of your Subscription Shares in
The Throgmorton Trust PLC, please forward this document as soon as possible to
the purchaser or transferee or the stockbroker, bank or other agent through
whom the sale or transfer was effected for delivery to the purchaser or
transferee.
This document should be read in conjunction with, and is subject to, the
detailed provisions contained in the Company's articles of association.
THE THROGMORTON TRUST PLC
(Incorporated in England and Wales under the Companies Act 1948 to 1985 with
registered no. 594634 and registered as an investment company under section 833
of the Companies Act 2006)
Directors: Registered Office:
Richard Bernays (Chairman) 12 Throgmorton Avenue
Simon Beart London
Crispin Latymer EC2N 2DL
Eric Stobart
Harry Westropp
30 September 2011
To Subscription Shareholders of The Throgmorton Trust PLC (the Company)
FINAL EXERCISE DATE FOR SUBSCRIPTON SHARES
Dear Sir or Madam
Introduction
This letter is sent to you as a registered holder of the subscription shares of
1 pence each in the Company (the Subscription Shares) to remind you that the
subscription rights carried by your Subscription Shares may be exercised on
31 October 2011. This is the final exercise date of the subscription rights
carried by your Subscription Shares. Each of your Subscription Shares carries
the right (but not the obligation) to subscribe for one ordinary share of
5 pence each (an Ordinary Share) at an exercise price of 146 pence.
If any subscription rights are not exercised by their holders by 31 October
2011, the Company will appoint a trustee (the Trustee) in respect of the
unexercised subscription rights. If in the Trustee's opinion the net proceeds
of sale of the Ordinary Shares that would arise on exercise of the unexercised
subscription rights (after deduction of all costs and expenses incurred by, and
any fee payable to, the Trustee) will exceed the costs of subscription, the
Trustee shall prior to 14 November 2011 either exercise the subscription rights
and sell in the market the Ordinary Shares acquired on exercise or (if it
appears to the Trustee that doing so is likely to realise greater net proceeds
for subscription shareholders (the Subscription Shareholders)) accept any offer
available to Subscription Shareholders for the purchase of the outstanding
Subscription Shares. The Trustee shall distribute pro rata the net proceeds of
any such sale or acceptance of any such offer less, in either case, deduction
of such costs of exercising the Subscription Share Rights and such other costs
and expenses incurred by, and any fee payable to, the Trustee, to the persons
entitled to such proceeds by 26 December 2011, provided that entitlements under
£5.00 per holder shall be retained for the benefit of the Company. If the
Trustee does not exercise the subscription rights prior to 14 November 2011
(and so that his decision in respect thereof shall be final and binding on all
holders of outstanding Subscription Shares), all rights attaching to such
Subscription Shares shall lapse on that date.
The subscription rights attached to each Subscription Share can be exercised
only once. Your attention is drawn to the table on page 4 detailing the
mid-market quotations for the Ordinary Shares and the Subscription Shares.
Procedure
If you wish to exercise some or all of your subscription rights and you hold
your Subscription Shares in certificated form, please complete and sign the
Notice of Exercise of Subscription Rights (the Notice) on the reverse of your
Subscription Share certificate(s) (specifying how many Subscription Shares you
wish to exercise). Please send the completed Notice together with your payment
to Computershare Investor Services PLC (the Registrar), at the following
address:
Computershare Investor Services PLC
Computershare Priority Applications
Corporate Actions
Bristol
BS99 6AJ
Payments must be made by cheque or bankers' draft in pounds sterling drawn on a
branch in the United Kingdom of a bank or building society which is either a
member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing
Company Limited or which has arranged for its cheques or bankers' drafts to be
cleared through the facilities provided for members of these companies. Such
cheques or bankers' drafts must bear the appropriate sort code in the top right
hand corner. Cheques, which must be drawn on the personal account of the
individual investor where they have sole or joint title to the funds, should be
made payable to Computershare Investor Services PLC re The Throgmorton Trust
PLC Subscription Shares.
Third party cheques will not be accepted with the exception of building society
cheques or bankers' drafts where the building society or bank has confirmed the
name of the account holder by stamping or endorsing the cheque/bankers' draft
to such effect.
The account name should be the same as that shown in the Notice.
The Notice and payment must be received no later than 2.00 p.m. on 28 October
2011 for certificated holders.
You will not be able to withdraw a completed Notice, once lodged. If you have
lost your Subscription Share certificate(s), please inform the Registrar
(telephone 0870 707 4016 - calls cost approximately 8p per minute, excluding
VAT, from a BT landline. Calls from other service providers may cost more) who
will send you a letter of indemnity to complete. The letter of indemnity and
Notice must be completed and returned to the Registrar at the above address
together with a cheque for the relevant subscription amount so as to arrive no
later than 2.00 p.m. on 28 October 2011.
Details of the necessary action to be taken to exercise subscription rights
attached to Subscription Shares held in uncertificated form (i.e. through
CREST) are enclosed with this letter, where relevant. CREST sponsored members
should refer to their CREST sponsor who will be able to take the necessary
action to exercise subscription share rights. The relevant Notice and payment
from uncertificated holders must be received by no later than 2.00 p.m. on 28
October 2011.
If you wish to have some or all of the Ordinary Shares allotted to someone
else, please complete and lodge a Form(s) of Nomination, which is available
from the Registrar. A Form of Nomination must be signed by both the registered
holder and by each person who is to receive the Ordinary Shares and must be
lodged with the Registrar when you lodge your Notice and payment. It should be
noted that a Form of Nomination may not be used in connection with the exercise
of subscription rights attached to the Subscription Shares held in
uncertificated form.
Taxation
Under existing legislation, the exercise of subscription rights attached to
Subscription Shares will not constitute a disposal for the purposes of United
Kingdom taxation of capital gains. Instead, the Ordinary Shares acquired
pursuant to the exercise of the subscription rights will be treated as the same
asset as the Subscription Shares in respect of which the Subscription Share
Rights are exercised. The base cost of the Subscription Shares, if any, will be
added to the subscription price of 146 pence in computing the base cost of the
Ordinary Shares acquired upon such exercise. If you are in any doubt as to your
tax position, you are advised to consult your professional adviser.
If you nominate a third party to be allotted the Ordinary Shares, such
nomination will constitute a disposal for the purposes of the United Kingdom
taxation and you should consult your professional adviser as to the capital
gains tax, inheritance tax, stamp duty reserve tax and other taxation
consequences of such a transaction.
The Ordinary Shares acquired on exercise of the subscription rights should be
eligible to be held in a stocks and shares ISA, subject to applicable annual
subscription limits (£10,680 for the 2011/2012 tax year).
These statements are intended only as a general guide to the tax treatment of
shareholders on an exercise of their subscription rights, based on current
United Kingdom tax law and what is understood to be the current practice of HM
Revenue & Customs, and they may not apply to certain shareholders. For
instance, investments held in ISAs will be free of United Kingdom tax on
capital gains. If you are resident outside the United Kingdom or are in any
doubt as to the potential tax or other consequences of exercising your
subscription rights, you should consult your own professional adviser.
Admission
Ordinary Shares issued pursuant to the exercise of the Subscription Shares will
be allotted not later than 14 November 2011. Application will be made to the UK
Listing Authority for the new Ordinary Shares to be admitted to the Official
List and to the London Stock Exchange plc for those securities to be admitted
to trading on the London Stock Exchange's main market for listed securities.
The Company will use all reasonable endeavours to obtain such admission no
later than 14 November 2011. Certificates for the Ordinary Shares will be
posted to those holders of Subscription Shares in certificated form not later
than 28 November 2011. In the meantime, any transfers will be certified against
the respective registers.
For CREST participants, the Registrar will, on or prior to 14 November 2011
instruct Euroclear UK & Ireland to credit your appropriate stock account (being
a stock account under the participant ID and member account ID specified in
your Uncertificated Subscription Notice) with the Ordinary Shares issued to
you, or to which you are entitled.
The Ordinary Shares allotted to you will not rank for any dividends or other
distributions declared, paid or made on the Ordinary Shares by reference to a
record date prior to 14 November 2011 but will otherwise rank as one class of
share with the existing Ordinary Shares.
Exercise of Subscription Share Rights held through the BlackRock Investment
Trust stocks and shares ISA (the ISA) or the BlackRock Investment Trusts
Savings Plan (the Savings Plan) (together the Savings Schemes)
Holders of Shares through either of the Savings Schemes wishing to exercise
their Subscription Share Rights (Savings Scheme Participants) should complete
the enclosed ISA Notice of Exercise of Subscription Share Rights Form or the
Savings Plan Notice of Exercise of Subscription Share Rights Form, as
applicable. Further copies of the forms will also be available from
www.blackrock.co.uk/thrg. Please complete and return the relevant form(s) to
the address given at the top of the form. Forms must be received at least seven
business days before the final exercise date for the Subscription Shares and
therefore should be received by 20 October 2011. Ordinary Shares arising from
the exercise of the Subscription Share Rights will be issued within 10 business
days of the relevant Subscription Date (by 14 November 2011).
In respect of Shares held through an ISA, the subscription price paid upon
exercise of the subscription rights will contribute towards the annual
subscription limit unless the subscription price is paid out of cash already
held within the stocks and shares ISA or with cash subscribed in the same tax
year to a cash ISA held by you and transferred to your stocks and shares ISA.
Where there is insufficient cash to execute your instructions in full, the
number of Subscription Shares to be converted will be reduced accordingly and
the remaining Subscription Rights will be dealt with in accordance with the
procedure above for Subscription Rights which are unexercised.
If any Savings Scheme Participants fail to exercise their Subscription Share
Rights, any proceeds received by the Plan Manager (BlackRock Investment
Management (UK) Limited) from the Trustee as 3 described above, will in the
case of Subscription Shares held in the ISA be switched into the cash holding
facility pending the receipt of instructions for re-investment, or in the case
of Subscription Shares held through the Savings Plan, be paid by cheque to the
Subscription Shareholder as soon as practicable following receipt.
In the case of Savings Scheme Participants who hold Ordinary Shares within an
ISA, any profit on the disposal of Subscription Shares obtained by the Trustee
on their behalf will not be counted as a new subscription for the purposes of
their annual subscription limit of £10,680 (for the tax year 2011/2012).
If you have any queries please call the Investor Services Team on 0800 44 55
22. For your protection, telephone calls are usually recorded.
Mid-market quotations
The mid-market quotations, derived from the London Stock Exchange plc, on the
first business day in each of the six months prior to the date of this letter
and as at 28 September 2011 (the latest practicable date prior to printing this
notice) for one Ordinary Share and one Subscription Share were as follows:
Ordinary Subscription
Shares Shares
(p) (p)
1 April 2011 192.50 46.00
3 May 2011 197.00 47.74
1 June 2011 200.00 47.75
1 July 2011 195.50 45.25
1 August 2011 197.60 48.38
1 September 2011 179.63 29.00
28 September 2011 166.75 23.50
This letter is sent by way of reminder only in order to comply with the rights
of the Subscription Shares and should not be read by Subscription Shareholders
as a recommendation to exercise their subscription rights or otherwise. In this
respect, if you require advice, you should contact an independent financial
adviser authorised pursuant to the Financial Services and Markets Act 2000. The
full terms of the Subscription Shares are contained within Part IV of the
Prospectus issued on 3 September 2009 which can be obtained from BlackRock
Investment Management (UK) Limited, 12 Throgmorton Avenue, London EC2N 2DL,
telephone 0800 44 55 22
Yours faithfully,
K.V. Higgins
for and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
Past performance is not a guide to future performance. Changes in the rates of
exchange between currencies may cause the value of investments to fluctuate.
Shares in the developing and emerging markets in which the Company invests, can
prove volatile and this may be reflected in the Company's share price. The
price of shares and any income from them may fall as well as rise and is not
guaranteed. The investor may not get back the original amount invested. This
document does not constitute an offer or invitation to purchase shares in the
Company.
THE THROGMORTON TRUST PLC
(the Company)
Procedures applicable for the final exercise of subscription rights attached to
Subscription Shares held in uncertificated form (i.e. in CREST)
In accordance with the terms of the Subscription Shares contained within Part
IV of the Prospectus issued on 3 September 2009, the Directors have determined
that, the following procedure shall apply in the case of Subscription Shares
which are held in uncertificated form at the time when the subscription rights
attached thereto are exercised.
1 In order to exercise subscription rights conferred by
uncertificated Subscription Shares, an "Uncertificated
Subscription Notice" must be received as specified below and the
Company must have received a remittance for the subscription price
for the ordinary shares in respect of which the subscription
rights are exercised by no later than 2.00 p.m. on the business
day prior to the relevant Subscription Date (as defined in the
Prospectus issued on 3 September 2009), the relevant Subscription
Date for the purposes of this notification being 31 October 2011.
Please note the last opportunity for receipt of Unmatched Stock
Event (USE) instructions by CREST for settlement will be 2.00 p.m.
on Friday 28 October 2011.
2 The form of the Uncertificated Subscription Notice must be as
follows:
A USE instruction (as defined in the CREST Reference Manual)
which, on its settlement, will have the effect of transferring the
number of Subscription Shares conferring the subscription rights
which are being exercised from the relevant CREST stock account of
the holder of the Subscription Shares to the CREST stock account
of the receiving agent of the Company, Computershare Investor
Services PLC (the Receiving Agent), under the participant ID
specified in paragraph 3(iv) below.
3 The USE instruction must be properly authenticated in accordance
with the requirements of Euroclear UK & Ireland Limited
(Euroclear) and must contain, in addition to any other information
necessary for settlement in CREST, the following details:
(i) The number of Subscription Shares conferring the
subscription rights which are being exercised.
(ii) The participant ID of the holder of the Subscription
Shares.
(iii) The member account ID of the holder of the Subscription
Shares, being the account to which the Subscription Shares
concerned are to be debited.
(iv) The participant ID of the Receiving Agent, which is 0RA52.
(v) The member account ID of the Receiving Agent which is
WARTHROG.
(vi) The corporate action ISIN, which GB00B44STM29.
(vii) The corporate action number (this number will be shown in
the Corporate Action details displayed by CREST).
(viii) The intended settlement date. This must be on or before the
business day prior to the relevant Subscription Date (being
28 October 2011).
(ix) If payment of the subscription price is made in the manner set
out in paragraph 6(b) below, a reference number, selected by
the CREST member, must be entered in the shared note field of
the USE instruction. The payment referred to in paragraph 6(b)
below must also be identified with that reference number,
together with the CREST member’s participant ID and member
account ID referred to in paragraphs 3(ii) and (iii) above.
4. In order for an Uncertificated Subscription Notice to be valid:
(a) the USE instruction must comply with the requirements
specified in paragraph 3 above and must have settled on or
before 2.00 p.m. on the business day prior to the relevant
Subscription Date (being 28 October 2011 for the purposes
of this notification); and
(b) the Company must have received a remittance for the
subscription price for the ordinary shares in respect of
which the subscription rights are exercised by not later
than 2.00 p.m. on the business day prior to the relevant
Subscription Date, as mentioned in paragraph 6 below.
5 CREST members and (where applicable) their CREST sponsors should
note that Euroclear does not make available special procedures in
CREST for any particular corporate action. Normal system timings
and limitations will apply in relation to the input and settlement
of a USE instruction. It is the responsibility of the CREST member
to take (or to procure that the CREST member's sponsor takes) such
action as shall be necessary to ensure that a valid Uncertificated
Subscription Notice is received as stated above and has settled
not later than 2.00 p.m. on the business day prior to the relevant
Subscription Date (being 28 October 2011). In this connection,
CREST members are referred to the CREST Reference Manual
concerning practical limitations of the CREST system and timings.
However, under current CREST timings, a USE instruction to
transfer uncertificated Subscription Shares will not settle after
2.00 p.m.
6. (a) Payment of the subscription price may be made by means of
the USE instruction generating an assured payment
obligation in favour of the Receiving Agent of an amount
equal to the subscription price.
(b) Alternatively, the CREST member may make payment of the
subscription price outside CREST by sending the payment to
the Receiving Agent. In that event, however, the payment
must be identified with the reference number referred to
in paragraph 3(ix) above and the participant ID and member
account ID of the CREST member referred to in paragraphs 3
(ii) and (iii) above. If the payment is not so identified,
the Company shall be entitled to treat the Uncertificated
Subscription Notice as invalid.
7. The sending of an Uncertificated Subscription Notice by or on
behalf of a CREST member will constitute:
(a) a request that the ordinary shares which the CREST member
is entitled to subscribe for be issued to such CREST
member on the terms set out in the letter accompanying
these procedures and subject to the full terms of the
Subscription Shares contained within Part IV of the
Prospectus issued on 3 September 2009;
(b) an undertaking to the Company to provide promptly to the
Company and the Receiving Agent such information as may be
specified by the Company or the Receiving Agent as being
required for the purpose of compliance with The Money
Laundering Regulations 2007 as from time to time amended
(the Money Laundering Regulations); and
(c) an undertaking and warranty to the Company that the CREST
member is not in the United States and will not offer,
sell, renounce, transfer or deliver, directly or
indirectly, the ordinary shares subscribed for in the
United States or to a US Person (United States and US
Person having the meanings given in paragraph 8(d) below).
8. The Company may in its sole discretion:
(a) treat as valid (and binding on the CREST member concerned)
an Uncertificated Subscription Notice which does not
comply in all respects with the requirements as to
validity set out above;
(b) accept an alternative properly authenticated
dematerialised instruction from a CREST member or (where
applicable) a CREST sponsor as constituting a valid
Uncertificated Subscription Notice subject to such terms
and conditions as the Company may determine;
(c) treat a USE instruction (or alternative instruction
referred to in paragraph 8(b) above) as not constituting a
valid Uncertificated Subscription Notice if, at the time
when the Receiving Agent receives the information
contained in such instruction, either the Company or the
Receiving Agent shall have received actual notice from
Euroclear of any of the matters specified in Regulation 35
(5)(a) of the Uncertificated Securities Regulations 2001
(SI 2001 No.3755) as from time to time amended in relation
to such properly authenticated dematerialised instruction.
These matters include notice that any information
contained in the instruction is incorrect or notice of
lack of authority to send the instruction;
(d) treat a USE instruction (or alternative instruction
referred to in paragraph 8(b) above) as not constituting a
valid Uncertificated Subscription Notice where it is given
by or on behalf of a US Person. For this purpose "US
Person" means any person or entity defined as such in Rule
902(o) under the Securities Act of 1933 (as amended) and,
without limiting the generality of the foregoing, US
Person includes a resident of the United States, a
corporation, partnership or other entity created or
organised in or under the laws of the United States and an
estate or trust, if any executor, administrator or trustee
is a US Person, but shall not include a branch or agency
of a United States bank or insurance company that is
operating outside the United States for valid business
reasons as a locally regulated branch or agency engaged in
the banking or insurance business and "United States"
means the United States of America (including the States
and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction;
or
(e) accept an alternative instruction or notification from a
CREST member or, where applicable, a CREST sponsor, or
extend the time for settlement of a USE instruction or any
alternative instruction or notification in the event that,
for reasons outside the control of the CREST member or
CREST sponsor concerned, the CREST member or CREST sponsor
is unable to send a valid Uncertificated Subscription
Notice to Euroclear as specified above.
9. An Uncertificated Subscription Notice is sent entirely at the risk
of the holder of the Subscription Shares concerned and the Company
accepts no liability for any failure of the CREST system.
10. Where subscription rights conferred by uncertificated Subscription
Shares are exercised, the ordinary shares subscribed for will,
subject to the Money Laundering Regulations and subject as may
otherwise be determined by the Directors of the Company, be issued
in uncertificated form and the Company will as soon as practicable
notify Euroclear of the ordinary shares issued following such
exercise. This will result in the stock account in CREST of the
CREST member concerned being credited with the relevant number of
ordinary shares. The account which will be so credited will be the
same member account as that to which the relevant Subscription
Shares have been debited in consequence of such exercise.
Notwithstanding the above, the Company reserves the right to issue
such ordinary shares in certificated form if it so decides. It
should be noted that where subscription rights attached to
uncertificated Subscription Shares are exercised, it is not
possible to nominate another person as the allottee of all or any
of the ordinary shares thereby subscribed.
If you have any enquiries regarding the procedure described above, these should
be referred, in the case of CREST sponsored members, to their CREST sponsor
and, in the case of other CREST members including CREST sponsors, to the
Receiving Agent at the following address:
Computershare Investor Services PLC
Computershare Priority Application
Corporate Actions
Bristol
BS99 6AJ
Telephone no. : 0870 707 4016
Enquiries:
BlackRock Investment Management (UK) Limited
Kerry Higgins - +44 207 743 1089
Oriel Securities
Joe Winkley - +44 207 710 7600
Gareth Price
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