Tender Offer

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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