23 Nov 2007 15:37
Chelverton Growth Trust PLC
23 November 2007 Chelverton Growth Trust PLC PROPOSED TENDER OFFER AND NOTICE OF AGM
The Company today announces a tender offer by Ellis Stockbrokers Limited to purchase up to 15 per cent. of the issued ordinary shares in the Company (the "Tender Offer"), conditional on shareholders approval at the Annual General Meeting to be held on 20 December 2007. 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 20 December 2007.
A circular, containing details of the Tender Offer, together with the report and accounts for the year ended 31 August 2007 and the notice of the Annual General Meeting will today be posted to shareholders.
The Company will purchase from Ellis Stockbrokers Limited all those ordinaryshares purchased by them under the Tender Offer at the tender price, plus thefees, costs and expenses.EXPECTED TIMETABLEClosing Date: latest time
and date for receipt of Tender Forms 3.00p.m. on 18 December 2007
Record Date for the Tender Offer Close of business on 18 December 2007
Calculation Date close of business on 20 December 2007 Result of Tender Offer announced 21 December 2007 Tender Price announced 21 December 2007 Settlement Date 17 January 2008
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.
Ellis Stockbrokers Limited is authorised and regulated in the UK by the Financial Services Authority in respect of regulated activities.
TENDER OFFER
The Tender Offer is for up to 15 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 15 per cent. of his shareholding) will only be accepted to the extent that other shareholders tender less than their basic entitlement or do not tender any ordinary shares).
The tender price will be the price per ordinary share which represents 92.5 per cent. of the tender net asset value per ordinary share on the Calculation Date. Assuming a Calculation Date as at the close of business on 16 November 2007 (being the latest practicable date prior to the publication of this notice) the net asset value per share was 48.24p and the tender price would have been 44.62p compared to the ordinary share price of 37.5p.
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. In such cases shareholders will receive, assuming that the full 15 per cent. of ordinary shares are tendered, accepted and cancelled pursuant to the Tender Offer, an expected uplift of 0.6p in the net asset value per ordinary share arising as a result of the tender price being at a discount to the tender net asset value per ordinary share. 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).
The current intention of the Board is to make future tender offers in each subsequent calendar year, of up to 10 per cent. of the ordinary shares in issue at such times, on terms substantially similar to those applying to this Tender Offer.
FURTHER DETAILS OF TENDER OFFER
Shareholders on the register on the Record Date will be invited to tender some or all of their ordinary shares to Ellis Stockbrokers Limited 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, plus the fees, costs and expenses 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 which are set out in the circular to be posted today to shareholders.
EXTENSION OF THE COMPANY'S DURATION
The existing Articles of Association provide that the directors shall convene an EGM of the Company on 30 November 2009, at which a proposal for the winding-up of the Company will be made. In recognition of the fact that certain of the investments held by the Company are illiquid and may, in the Manager's and Board's view, take longer than the period remaining until 30 November 2009 to fulfil their inherent value, the Directors propose to amend the Articles of Association to extend the duration of the Company until 30 November 2011. In the event that this resolution is not passed, the directors shall conduct the Company's affairs so as to effect an orderly wind-up of the Company.
OVERSEAS SHAREHOLDERS
The Tender Offer is not being made to certain overseas shareholders.
Contact:
William van Heesewijk
Chelverton Asset Management Limited
020 7222 8989
CHELVERTON GROWTH TRUST PLC