Edinburgh US Tracker Trust plc
04 December 2007
EDINBURGH US TRACKER TRUST plc
PROPOSED TENDER OFFER
4 DECEMBER 2007
The Company announces the proposed terms of a tender offer to be made for up to
50 per cent of the Company's issued share capital (the 'Tender Offer'). The
price of the Tender Offer will be set at a level which will enable those
Shareholders who wish to realise Shares in the Company to do so at a price which
is close to net asset value, whilst ensuring that Shareholders who do not wish
to tender their Shares are not disadvantaged. The Tender Offer will be
available to all Shareholders and is being put forward following discussions
with the Company's largest Shareholder.
Under the Tender Offer, Shareholders (other than certain overseas persons) will
be able to tender up to 50 per cent of their holdings ('Basic Entitlement').
Shareholders will also be able to tender additional Shares which will be
satisfied to the extent that other Shareholders tender less than their Basic
Entitlement.
The Tender Offer will be made at a purchase price that represents the
realisation net asset value per Share on the Calculation Date which is expected
to be calculated in mid January 2008. The realisation net asset value will be
the net asset value (including accrued income) at the calculation date less the
costs of making the Tender Offer and the costs of realising stocks in the
portfolio to finance the consideration due for Share purchases under the Tender
Offer. It is expected that the costs of the Tender Offer, to be borne by those
shareholders who apply under the Tender Offer (and assuming that the Tender
Offer is fully taken up), will amount to approximately 0.75 per cent of the
value of the Tender Offer pool, including 0.5% stamp duty to be borne on the
purchase of all Shares tendered and purchased by the Company. The Share
purchases under the Tender Offer will not give rise to any asset uplift for
Shareholders who continue with their investment in the Company.
The Tender Offer will be made by Winterflood Securities Limited who will act as
principal and purchase the Shares by means of on market purchases and sell them
on to the Company. The purchase of Shares by the Company will be funded from
the Company's cash resources and by the sale of investments in the Company's
portfolio.
Shareholders owning more than 5 per cent of the issued share capital will be
able to receive their consideration under the Tender Offer in stock rather than
in cash, if they elect to do so (the 'Stock Election'). The value receivable
under the Stock Election will be the same as the value receivable in cash under
the Tender Offer.
The Tender Offer will be subject to the approval of Shareholders by Special
Resolution. The record date for the Tender Offer will be 5 p.m. on 6 December
2007. The Stock Election, if it proceeds, will be subject to separate
Shareholder approval.
The Company has received an undertaking from its largest shareholder to vote in
favour of the resolution to be proposed at the Extraordinary General Meeting to
approve the Tender Offer, and for it to accept the Tender Offer in respect of
the entirety of its holding in the Company (subject to any scaling-back under
the terms of the Tender Offer).
The Board intends to continue to apply the current discount management policy
and to purchase Shares on an ongoing basis with the aim of establishing a
long-term level of discount to net asset value of no wider than 3 per cent. The
Board also intends to renew the buy-back authority if the Company's buy-back
powers become exhausted prior to the next Annual General Meeting of the Company.
Shares bought back will be cancelled.
It is expected that a Shareholder circular to convene the Extraordinary General
Meeting of the Company and to make the proposed Tender Offer will be dispatched
in December 2007 and that the Tender Offer will be implemented in January.
Enquiries:
William Hemmings, Head of Investment Companies, 0207 463 6000
Aberdeen Asset Managers
Robin Archibald, Director, Corporate Finance & Broking, 0203 100 0000
Winterflood Securities
This information is provided by RNS
The company news service from the London Stock Exchange
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