Tender Offer

RNS Number : 7876S

Chelverton Growth Trust PLC

12 November 2013

 

November 2013

CHELVERTON GROWTH TRUST PLC

(the "Company")

Proposed Tender Offer and Notice of AGM

The Company is pleased to announce a tender offer by Sanlam Securities UK Limited ("Sanlam 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 at 11.00 a.m. on 19 December 2013. 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 2013.

The Company's report and accounts for the year ended 31 August 2013 and a notice of annual general meeting and a circular containing details of the Tender Offer will be posted to shareholders later today.

Pursuant to an agreement between the Company and Sanlam Securities, details of which are set out in the circular, the Company will purchase from Sanlam Securities all those ordinary shares purchased by it under the Tender Offer at the tender price.

Expected Timetable of Events
Date of the Company's AGM	19 December 2013
Closing Date: latest time and date for receipt of Tender Forms	3.00p.m. on 20 December 2013
Record Date for the Tender Offer	close of business on 20 December 2013
Calculation Date	close of business on 20 December 2013
Result of Tender Offer announced	23 December 2013
Tender Price announced	23 December 2013
Balancing Ordinary Shares despatched through CREST	17 January 2014
Cheques despatched by	17 January 2014
Balancing Ordinary Share certificates despatched by	17 January 2014

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.

Sanlam Securities is authorised and regulated by the Financial Conduct 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 31 October 2013 (being the latest practicable date prior to this announcement) the net asset value per ordinary share was 46.47p and the tender price would have been 42.98p compared to the mid-market ordinary share price at the close of business on that day of 41.50p.

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 Sanlam 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 Heesewijk

Chelverton Asset Management Limited

Tel: [phone]

www.chelvertonam.com

Virginia Bull / Scott Mathieson

Sanlam Securities UK Limited

Tel: [phone]

www.sanlamsecuritiesuk.com

 

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