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TR European Growth (TRG)

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Wednesday 20 April, 2005

TR European Growth

Tender Offer

TR European Growth Trust PLC
20 April 2005


TR European Growth Trust plc (the 'Company') - Tender Offer

Introduction

Further to the Company's announcement of 24th March, the Board of Directors of
TR European Growth Trust plc announces that, at an extraordinary general meeting
of the Company's shareholders held earlier today, the special resolution
proposing the implementation of a tender offer to purchase up to 30 per cent. of
the Company's issued share capital (coupled with a matching facility), the
introduction of a discount protection mechanism, the continuation of the life of
the Company and amendment of the Company's articles of association in relation
thereto was passed.

Tender Offer

Applications under the Tender Offer were made in respect of 50,342,191 Shares,
representing 34.6 per cent. of the Company's issued share capital. Under the
terms of the Tender Offer, to the extent that Shareholders tender over and above
30 per cent. of their holdings, the excess will be accepted, on a pro rata
basis, to the extent that other Shareholders tender less than 30 per cent. of
their holdings. On the basis of applications received, those Shareholders who
have tendered in excess of 30 per cent. of their holdings will have
approximately 78.63 per cent. of such excess accepted pursuant to the Tender
Offer. Accordingly, Shareholders tendering the whole of their shareholding in
the Tender Offer will have approximately 85.04 per cent. of their Shares
repurchased in aggregate.

In accordance with the terms of the Tender Offer, and after consultation with
the Manager, the Board has determined to carry out the Tender Offer in two
Tranches, with half of each Shareholder's tendered Shares being repurchased in
the First Tranche and the remaining half in the Second Tranche. A separate
Repurchase Price will be recalculated in respect of each Tranche. The price at
which Shares will be repurchased in the First Tranche, representing a discount
of 6.5 per cent. to the Net Asset Value per Share as at close of business on
20th April 2005, will be announced shortly. It is now anticipated that payment
of monies in respect of the First Tranche will be made to tendering Shareholders
during the week commencing 2nd May, with the balance of monies being paid to
tendering Shareholders during the week commencing 23rd May.

Matching Facility

Purchase applications totalling £200,576.79 were received in respect of the
Matching Facility. The price at which Shares will be sold to Shareholders
pursuant to the Matching Facility, being equal to a discount of 6.5 per cent. to
the Net Asset Value per Share as at close of business on 20th April 2005, will
be announced shortly.

Expected Timetable

The expected timetable for the completion of the Tender Offer and the Matching
Facility is as follows:

Calculation Date for First Tranche                       Close of business on
                                                         20th April

Repurchase Price for First Tranche announced             21st April

Settlement Date: Cheques despatched and CREST payments   Week commencing 2nd
made for the First Tranche                               May

Share certificates despatched and CREST accounts settled Week commencing 2nd
for the Matching Facility                                May
Calculation Date for Second Tranche                      Close of business on
                                                         4th May

Repurchase Price for Second Tranche announced            5th May

Settlement Date: Cheques despatched and CREST payments   Week commencing 23rd
made for the Second Tranche                              May

Balancing Share certificates despatched                  on or about 27th May


Discount Protection Mechanism

Following approval of the Special Resolution at the Extraordinary General
Meeting, a discount protection mechanism has been introduced for the Company
pursuant to which Shareholders will be entitled to tender up to 10 per cent. of
their Shareholding for purchase by the Company if the Shares have traded at an
average month end discount of greater than 10 per cent. over the course of any
financial year of the Company. Any such tender offer will be carried out at a
price representing a discount of 6.5 per cent. to the Net Asset Value per Share
on the calculation date for such tender offer. Tenders by Shareholders in excess
of their basic entitlement of 10 per cent. will be satisfied, on a pro rata
basis, to the extent that other Shareholders tender less than their basic
entitlement. Details of any such subsequent tender offer to be made to
Shareholders in such circumstances will be contained in, or will accompany, the
Company's annual report and accounts.

Continuation of the Company

The passing of the Special Resolution at the Extraordinary General Meeting also
constituted approval by Shareholders for the continuation of the Company for a
further five years. Shareholders will next consider the continuation of the
Company at the Annual General Meeting of the Company to be held in 2010.

Terms defined in the Company's Circular to Shareholders dated 24th March 2005
shall have the same meaning in this announcement.


Enquiries


Audley Twiston-Davies                                   020 7378 4500
Chairman, TR European Growth Trust plc

James de Sausmarez                                      020 7818 1818
Henderson Global Investors

Andrew Zychowski                                        020 7623 8000
Dresdner Kleinwort Wasserstein


Dresdner Kleinwort Wasserstein Securities Limited, which is authorised and
regulated by the Financial Services Authority in the conduct of investment
business, is acting for the Company in connection with the matters discussed in
this announcement and no one else and will not be responsible to anyone other
than the Company for providing the protections afforded to clients of Dresdner
Kleinwort Wasserstein Securities Limited nor for providing advice in relation
thereto.


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