Tender Offer

RNS Number : 6640P

Chelverton Growth Trust PLC

04 September 2017

 

CHELVERTON GROWTH TRUST PLC (the "Company")

Proposed Tender Offer

The Company is pleased to announce a tender offer by WH Ireland Limited ("WH Ireland") to purchase up to 15 per cent. of the Company's issued share capital (the "Tender Offer"). The authority to effect the Tender Offer was taken at the AGM of the Company on 15 December 2016. The tender price per ordinary share will be 92.5 per cent. of the net asset value per ordinary share at the close of business on 18 September 2017.

Pursuant to an agreement between the Company and WH Ireland, details of which are set out in the circular, the Company will purchase from WH Ireland all those ordinary shares purchased by it under the Tender Offer at the tender price.

The Directors believe that all relevant information relating to the Company has been released to the London Stock Exchange up to and inclusive of the date of this announcement.

Expected Timetable of Events
Closing Date: latest time and date for receipt of Tender Forms	3.00p.m. on 18 September 2017
Record Date for the Tender Offer	close of business on 18 September 2017
Calculation Date	close of business on 18 September 2017
Result of Tender Offer announced	21 September 2017
Tender Price announced	21 September 2017
Cheques despatched and assured payments made through CREST by	6 October 2017
Balancing Ordinary Shares despatched through CREST by	6 October 2017
Balancing Ordinary Share certificates despatched by	6 October 2017

If any of the above times and/or dates change, the revised time(s) and/ or date(s) will be notified to shareholders by announcement through a Regulatory Information Service.

WH Ireland is authorised and regulated by the Financial Conduct Authority of the United Kingdom. 

The Tender Offer is for up to 15 per cent. of the Company's issued share capital and shareholders will be able to decide whether to tender some or all of their ordinary shares within the overall limits of the Tender Offer (but tenders in excess of a shareholder's basic entitlement (being 15 per cent. of his or her shareholding) will only be accepted to the extent that other shareholders tender less than their basic entitlement). 

The tender price will be the price per ordinary share which represents 92.5 per cent. of the net asset value per ordinary share on the Calculation Date, which will include a revaluation of any of the Company's unquoted shareholdings. Assuming a Calculation Date as at the close of business on 31 July 2017 (being the latest practicable date prior to the publication of this document) the Net Asset Value per share was 80.51p and the Tender Price would have been 74.47p compared to the mid-market Ordinary Share price at the close of business on that day of 63.00p.

The Tender Offer is conditional, inter alia, on valid tenders being received in respect of at least one per cent. of the Company's issued share capital by the Closing Date.

Shareholders can choose to continue to hold in full their investment in the Company. Assuming that the full 15 per cent. of ordinary shares are tendered, accepted and cancelled pursuant to the Tender Offer, the effect on net asset value per ordinary share is marginally positive. Alternatively, shareholders can choose to tender some or all of their ordinary shares for purchase and to receive cash in consideration of such purchase (subject to the scaling back of tenders in excess of the basic entitlement).

Shareholders on the Register on the Record Date will be invited to tender some or all of their ordinary shares to WH Ireland who will, as principal, purchase at the tender price the ordinary shares validly tendered (subject to the overall limits of the Tender Offer) and, following the completion of all those purchases, sell the relevant ordinary shares on to the Company at the tender price by way of an on-market transaction. All transactions will be carried out on the London Stock Exchange and will be subject to the rules of the London Stock Exchange. 

The Tender Offer is subject to certain conditions, and may be terminated in certain circumstances. Full details of the Tender Offer are set out in the circular being posted to shareholders today. 

Overseas shareholders 

The Tender Offer is not being made to certain overseas shareholders. 

General

The Directors believe that all relevant information relating to the Company has been released to the London Stock Exchange up to and inclusive of the date of this announcement.

Enquires:

William van Heesewijk

Chelverton Asset Management Limited

Tel: [phone]

www.chelvertonam.com

Paul Shackleton

WH Ireland Limited

Tel: [phone]

 

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