Lindsell Train Investment Trust PLC
02 August 2002
THE LINDSELL TRAIN INVESTMENT TRUST PLC (THE 'COMPANY')
2 AUGUST 2002
Recommended proposals to obtain the authority for the purchase by the Company of
its own Ordinary Shares.
The Board of the Company announces that it will post to shareholders today
details of the recommended proposals to obtain the authority for the purchase by
the Company of its own ordinary shares.
At the time of the original placing of the Company's ordinary shares and their
admission to the Official List of the United Kingdom Listing Authority and to
trading on the London Stock Exchange in January 2001, the Board stated that it
would consider all options available to mitigate the possibility of ordinary
shares trading at a discount to the net asset value per ordinary share. This
included obtaining shareholder consent to repurchase ordinary shares.
Although the ordinary shares have traded at a premium to the published net asset
value per ordinary share for the vast majority of the Company's life, the
Directors wish to have the authority to repurchase ordinary shares where they
consider it appropriate to do so. In order to be able to conduct share buybacks,
the Company must increase its issued share capital (which must at all times be
above £50,000 in order to maintain its status as a public company) by
capitalising part of the Company's share premium account by way of a 2 for 1
bonus issue. In order to maintain the net asset value per ordinary share at a
consistent level with that before the bonus issue, every three ordinary shares
will then be consolidated into one ordinary share of 75p. The effect of this is
to increase the issued share capital to £150,000, thus enabling the Company to
purchase its own ordinary shares.
The record date for the allotment of ordinary shares under the bonus issue is
expected to be 30 September 2002. The ordinary shares to be issued under the
bonus issue will rank pari passu with the existing ordinary shares. Application
will be made to the United Kingdom Listing Authority for the additional ordinary
shares to be admitted to the Official List and to the London Stock Exchange for
such ordinary shares to be admitted to trading on the London Stock Exchange's
market for listed securities. It is expected that such admissions will become
effective and that dealings in the additional ordinary shares will commence on 1
October 2002. The additional ordinary shares will be in registered form and
documents of title will not be issued.
It is anticipated that the consolidation will become effective on 2 October
2002. Application will be made to the United Kingdom Listing Authority for the
consolidated ordinary shares to be admitted to the Official List and to the
London Stock Exchange for such ordinary shares to be admitted to trading on the
London Stock Exchange's market for listed securities. It is expected that such
admissions will become effective and that dealings in the consolidated ordinary
shares will commence on 2 October 2002.
The Directors will seek, at the Extraordinary General Meeting, authority from
shareholders to purchase through the market (i.e. on the London Stock Exchange)
up to 29,999 ordinary shares, being no more than 14.99 per cent. of the
Company's issued share capital following the capitalisation, bonus issue and
consolidation.
The purchase price paid on any exercise of the buy-back authority will not
exceed 105 per cent. of the average of the middle market quotations for the
ordinary shares for the five business days immediately preceding the date of
purchase and the minimum price will be 75 pence per share (being the nominal
value of an ordinary share). Furthermore, purchases of ordinary shares in
exercise of the buy-back authority will only be made at prices (after allowing
for costs) below the prevailing net asset value per ordinary share and otherwise
in accordance with guidelines established from time to time by the Board. The
Company may utilise the buy-back authority by either a single purchase or a
series of purchases, as and when market conditions are appropriate, with the aim
of maximising the benefit to the remaining Shareholders.
Company law restricts the duration of an authority to make market purchases of
own shares to a maximum of 18 months following the passing of the relevant
resolution. However, it is intended that approval will be sought from
Shareholders at the Company's annual general meeting in 2003, and at each
subsequent annual general meeting, for the renewal of the Company's authority to
make market purchases of its ordinary shares.
These proposals require the approval of Shareholders. Accordingly, an
Extraordinary General Meeting of the Company will be held at 11 am on Wednesday,
28 August 2002 at 1 Serjeants' Inn, London EC4Y 1LT.
A copy of the Circular to Shareholders will be submitted to the United Kingdom
Listing Authority, and will shortly be available for inspection at the United
Kingdom Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. no. (0)20 7676 1000
Copies of the Circular will also be available for inspection free of charge at
the registered office of the Company.
Enquiries:
Michael Lindsell / Nick Train 020 7255 6488
Lindsell Train Limited
Angus Gordon Lennox 020 7588 2828
Cazenove & Co. Ltd
This information is provided by RNS
The company news service from the London Stock Exchange
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