29 Nov 2011 11:27
The Announcement entitled Tender Offer that was released to the London Stock Exchnage under the reference PRNUK-2911111043-0B35 stated that the Annual Report and Circular would be posted later today. These refeneces should have read that the documents were posted on 28 November 2011. The amended announcement appears below in full.
29 November 2011 CHELVERTON GROWTH TRUST PLC (the "Company") Proposed Tender Offer, Buyback Offer and Notice of AGM
The Company is pleased to announce a tender offer by Merchant Securities Limited ("Merchant Securities") to purchase up to 10 per cent. of the Company's issued share capital (the "Tender Offer") and a subsequent invitation to certain minority shareholders (other than related parties and certain overseas shareholders) to offer their ordinary shares for buyback by the Company ("Buyback Offer"). The Tender Offer and subsequent Buyback Offer are subject to shareholders' approval at the Company's annual general meeting to be held at 11.00 a.m. on 21 December 2011. 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 22 December 2011.
A circular containing details of the Tender Offer and subsequent Buyback Offer, together with the Company's report and accounts for the year ended 31 August 2011 and a notice of annual general meeting, was posted to shareholders on 28 November 2011.
Pursuant to an agreement between the Company and Merchant Securities, details of which are set out in the circular, the Company will purchase from Merchant Securities all those ordinary shares purchased by it under the proposals at the tender price.
Expected Timetable of Events
Closing Date: latest time and date for receipt of 3.00p.m. on 22 December 2011 Tender/Buyback Forms
Record Date for the Tender Offer and Buyback Close of business on 22Offer December 2011 Date of the Company's AGM 21 December 2011 Calculation Date, close of business on 22 December 2011 Result of Tender Offer and Buyback Offer 28 December 2011announced Tender Price announced 28 December 2011 Balancing Ordinary Shares despatched through 23 January 2012CREST Cheques despatched by 23 January 2012 Balancing Ordinary Share certificates despatched 23 January 2012by
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.
Merchant Securities is authorised and regulated by the Financial Services Authority of the United Kingdom.
The Tender Offer is for up to 10 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 10 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. Assuming a calculation date as at the close of business on 18 November 2011 (being the latest practicable date prior to this announcement) the Net Asset Value per ordinary share was 31.08p and the tender price would have been 28.75p compared to the mid-market ordinary share price at the close of business on that day of 22.00p.
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 10 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 Merchant Securities 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.
Following completion of the Tender Offer, those shareholders (excluding related parties and certain overseas shareholders) who participate in the Tender Offer and following its completion hold a maximum of 4,000 Ordinary Shares in the Company ("Minority Shareholders") will have the opportunity to sell all (but not some) of their Shares to the Company. Shares purchased by the Company as part of the Buyback Offer will be purchased for the Tender Price.
Any Minority Shareholder who elects to participate in the Buyback Offer will automatically be deemed to have also tendered his, her or its entire Basic Entitlement for the purposes of the Tender Offer.
Minority Shareholders on the Register on the record date will be invited to sell all (but not some) of their ordinary shares to the Company who will purchase, as principal, at the tender price the ordinary shares eligible for sale by the Minority Shareholders and which are tendered by the Minority Shareholders. 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 and Buyback Offer are subject to certain conditions, and may be terminated in certain circumstances. Full details of the Tender Offer and Buyback Offer are set out in the circular which was posted to shareholders on 28 November 2011.
Overseas shareholders
The Tender Offer and Buyback Offer are not being made to certain overseas shareholders.
Enquires:William van Heesewijk
Chelverton Asset Management Limited
Tel: 020 7222 8989www.chelvertonam.comLindsay Mair / Virginia BullMerchant SecuritiesTel: 020 7628 2200www.merchantsecurities.co.uk
XLON