Result of EGM and Tender Offe

RNS Number : 2727D

Throgmorton Trust PLC

11 September 2008

 



The Throgmorton Trust PLC

RESULTS OF EGM AND TENDER OFFER

On 4 June 2008 the Board of The Throgmorton Trust PLC ('Throgmorton Trust' or the 'Company') announced the appointment of BlackRock as Investment Manager, the adoption of an investment policy that allows the Company to invest up to 30% of its assets in contracts for difference (CFDs) to give short and long exposure and the adoption of an ongoing discount protection mechanism.  These measures allow shareholders to benefit from the skills of BlackRock fund managers Mike Prentis and Richard Plackett, who have proven records in short and long investment in the small cap sector.  The Board also announced a tender offer for up to 40% of the Company's share capital for those shareholders wishing to realise some or all of their investment.

RESULTS OF THE EGM

The Board is pleased to announce that at the Extraordinary General Meeting held earlier today, the special resolutions set out in the Notice of the Extraordinary General Meeting, relating to the change in investment policy, 40% tender offer, regular ongoing tender offers and changes to the Company's Articles of Association were approved by Shareholders.

The proxy votes received in respect of each resolution were as follows:

Resolution 1

For	55,519,312 Shares (99.8 per cent of votes cast)
Against	84,389 Shares (0.2 per cent of votes cast)
Abstention	135,552 Shares

Resolution 2

For	51,015,822 Shares (99.0 per cent of votes cast)
Against	530,391 Shares (1.0 per cent of votes cast)
Abstention	4,193,039 Shares

Proxy votes in respect of a total of 55,603,701 Shares were received on Resolution 1 and a total of 51,546,213 Shares on Resolution 2, each representing approximately 40.5 per cent and 37.6 per cent respectively, of Throgmorton Trust's Shares outstanding.

RESULTS OF THE TENDER OFFER

The Board announces the result of the Tender Offer which closed on 9 September 2008 and received Shareholder approval at the Extraordinary General Meeting of the Company held on 11 September 2008.

Valid tenders for 44.3 per cent (60,741,753 Shares) of the Company's Shares were received. Throgmorton Trust also received valid Applications for Shares under the Mix and Match facility for 1,127,000 Shares. After accounting for Applications under the Mix and Match facility, the Tender Offer was over subscribed and therefore Shareholders who tendered shall have their basic entitlement (40 per cent of their shares) satisfied in full and their election for Further Shares will be scaled-back pro rata with each shareholder receiving 84 per cent of their election for Further Shares. This means that a shareholder tendering 100 per cent of their shares will have 90 per cent of their total election satisfied under the Tender Offer.  In total, 40 per cent of the Company's Shares outstanding on the Tender Closing Date will be repurchased under the Tender Offer.

Payment of the Tender Price due to Shareholders whose tenders under the Tender Offer have been accepted is expected to be despatched (by cheque or by payment through CREST, as appropriate) no later than end of January 2009. It is expected that an interim distribution from the Tender Pool will be made by 30 September 2008. Depending on the size of this interim distribution and the realisation of the Tender Pool Assets, there may be further interim distributions before the year end.

Investors whose Applications under the Mix and Match facility have been accepted should expect to have their CREST accounts credited by 22 September 2008.

After close of business today, the Company's assets shall be split into a Continuing Pool and a Realisation Pool as outlined in Part 2, paragraph 10 of the Circular.

Richard Bernays, Chairman of Throgmorton Trust, said:

'The restructuring process that started in April is now complete. We will now go forward as a UK small cap investment trust able to use modern investment management tools such as contracts for difference that allow long and short exposure, advised by fund managers with track records in this type of investment, and with a proven discount protection mechanism.'

Defined terms in this announcement have the same meaning as in the Circular to Shareholders dated 1 August 2008.

Enquiries

BlackRock	020 7743 2178
Jonathan Ruck Keene
Maitland
William Clutterbuck	020 7379 5151
UBS Limited	020 7567 8000
John Humphrey
Joe Winkley

UBS Limited ('UBS') are acting exclusively for the Company and no one else in relation to the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of UBS or for giving advice in relation to this announcement or any transaction or arrangement referred to herein.

This announcement does not constitute an offer or form any part of any offer or invitation to sell or issue or purchase or subscribe for any shares in Throgmorton Trust.

The value of investments and the income derived from them may fall as well as rise and investors may not recoup the original amount invested in the Company. Past performance is not indicative of future performance. There is no assurance that the investment objectives of the Company will actually be achieved.

 

END

 

 

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