24 Nov 2010 08:05
24 November 2010 CHELVERTON GROWTH TRUST PLC (the "Company") Proposed Tender 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"). The Tender Offer is subject to shareholders' approval at the Company's annual general meeting to be held on at 11.30 a.m. on 16 December 2010. 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 17 December 2010.
A circular containing details of the Tender Offer, together with the Company's report and accounts for the year ended 31 August 2010 and a notice of annual general meeting, will be posted to shareholders later today.
Pursuant to an agreement between it 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 Tender Offer at the tender price.
Expected Timetable of Events
Closing Date: latest time and date for receipt of 3.00p.m. on 17 December 2010 Tender Forms
Record Date for the Tender Offer Close of business on 17
December 2010 Calculation Date Close of business on 17 December 2010
Result of Tender Offer announced 21 December 2010 Tender Price announced 21 December 2010 Balancing Ordinary Shares despatched through 17 January 2011CREST Cheques despatched by 17 January 2011 Balancing Ordinary Share certificates despatched 17 January 2011by
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 19 November 2010 (being the latest practicable date prior to this announcement) the Net Asset Value per ordinary share was 26.37p and the tender price would have been 24.39p compared to the mid-market ordinary share price at the close of business on that day of 19.00p.
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 neutral. 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.
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.
Enquires:
William van HeesewijkChelverton Asset Management LimitedTel: 020 7222 8989www.chelvertonam.comLindsay Mair / Virginia BullMerchant SecuritiesTel: 020 7628 2200www.merchantsecurities.co.uk
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