THE THROGMORTON TRUST PLC(the "Company")
Tender Offer to purchase up to 25 per cent. of the Ordinary Shares in issue as
at the Record Date
Possible Subsequent Repurchase of up to 14.99 per cent. of the Ordinary Shares
in issue on the Record Date
Cancellation of the Company's share premium account
Removal of the obligation to consider regular tender offers
4 June 2010
Further to the announcement on 7 April 2010, the Board of The Throgmorton Trust
PLC announces that a circular (the "Circular") containing details of the
proposed tender offer ("Tender Offer"), Subsequent Repurchase, cancellation of
share premium account, removal of obligation to consider regular tender offers
and inclusion of the In Specie Distribution Option (the "Proposals") has been
posted to Shareholders today, along with the Form of Proxy, Voting Instruction
Form, Tender Form and Saving Schemes Tender Form, for use at the General
Meeting to be held at 2.00 p.m. on 1 July 2010 at 33 King William Street,
London EC4R 9AS (the "General Meeting").
The Tender Offer will enable Shareholders to tender none, any, or all of their
Ordinary Shares:
(1) for cash at the Tender Price per Cash Exit Share; or
(2) for shares pursuant to the In Specie Distribution Option. This option is
only available to Shareholders holding at least 5 per cent. of the issued
Ordinary Share capital of the Company as at close of business on 12 April 2010
(the "Record Date") (excluding Ordinary Shares held in treasury) (the "
Qualifying Shareholders"),
subject to a maximum of 25 per cent. of the Ordinary Shares in issue of the
Company on the Record Date (excluding Ordinary Shares held in treasury) with a
9 per cent. exit charge and associated costs.
In addition, following Shareholder approval, the Company may make a subsequent
repurchase of up to 14.99 per cent. of the Ordinary Shares in issue on the
Record Date for cash at the Subsequent Repurchase Price, from any tendering
Shareholders whose Ordinary Shares were validly tendered under the Tender Offer
but which were not accepted by reason of the Tender Offer being oversubscribed
(the "Subsequent Repurchase").
The Directors will also seek shareholder approval to:
1. remove the obligation of the Board to consider tender offers on a
twice-yearly basis;
2. cancel the Company's share premium account to provide additional
distributable reserves which may be required to allow the Company to
undertake the purchase of Ordinary Shares; and
3. approve the inclusion of the In Specie Distribution Option.
Shareholder approval for the Proposals will be sought at the General Meeting by
way of a special resolution, on which all Shareholders may vote, and an
ordinary resolution, on which only Independent Shareholders may vote.
Whilst the Tender Offer is open to all Shareholders who have held their
Ordinary Shares continuously from the Record Date to the Tender Closing Date
(other than Shareholders in a Restricted Territory), the Directors have no
intention of tendering any of their own shares.
A copy of the Circular and the documents referred to in paragraph 7 of Part 6
of the Circular are available for inspection at the offices of Stephenson
Harwood, One St. Paul's Churchyard, London EC4M 8SH and at the UK Listing
Authority's Document Viewing Facility, which is situated at Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS Tel. No. 020
7066 1000.
Defined terms in this announcement have the same meaning as in the Circular.
Expected timetable:
Record date for the Tender Offer close of business on 12 April 2010
Latest time and date for receipt of 3.00 p.m. on 21 June 2010
Savings Schemes Tender Forms
Latest time and date for receipt of 3.00 p.m. 21 June 2010
Voting Instruction Forms from
participants in the Saving Schemes
Tender Closing Date: latest time and 1.00 p.m. on 28 June 2010
date for receipt of Tender Forms and
TTE instructions
Latest time and date for receipt of 2.00 p.m. on 29 June 2010
Forms of Proxy for General Meeting
General Meeting 2.00 p.m. on 1 July 2010
Results of General Meeting and Tender 2 July 2010
Offer announced
Calculation date close of business on 5 July 2010
Balancing and new Ordinary Share expected to be by 6 July 2010
certificates dispatched and CREST
accounts credited
Subsequent Repurchases commence (if 6 July 2010 or as soon as practicable
necessary) thereafter
Transfer of portfolio assets to 14 July 2010
Qualifying Shareholders that have
elected for the In Specie
Distribution Option
Date of Court hearing to confirm 28 July 2010
cancellation of the share premium
account
First interim distribution under the expected to be by 22 July 2010
Tender Offer announced: cheques
dispatched and payments through
CREST made
Tender Price per Cash Exit Share as soon as practicable after General
announced; final distribution under Meeting but expected to be by
Tender Offer of assets mid-September 2010
in Tender Pool announced; cheques
dispatched and payments through CREST
made
Enquiries:
Jonathan Ruck Keene
BlackRock Investment Management (UK) Limited
Telephone: 020 7743 3000
Joe Winkley/Gareth Price
Oriel Securities Limited
Telephone: 020 7710 7600
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