Extension of Early Tender Deadline for Stock
The Throgmorton Trust PLC
Extension of early tender deadline for Stock
NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES
OR ITALY (SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW) This announcement is
made in connection with the Offer and the Proposal (both as defined in The
Throgmorton Trust PLC Debenture Stock Tender Offer Memorandum dated Thursday,
31 July 2008 and the T.T. Finance PLC Guaranteed Debenture Stock Tender Offer
Memorandum dated Thursday, 31 July 2008 (the "Tender Offer Memoranda")).
The Throgmorton Trust PLC and T.T. Finance PLC have today announced that, in
relation to the Offer and the Proposal, they are extending the early tender
deadline of 12:00 noon, London time, on Tuesday, 19 August 2008 to 12:00 noon,
London time, on Friday 22 August 2008, which will enable stockholders who have
validly tendered their stock after 12:00 noon, London time, on Tuesday, 19
August 2008 but before 12:00 noon, London time, on Friday 22 August 2008 to
receive the early tender premium that would have been payable had such
stockholders tendered their stock by 12:00 noon, London time, on Tuesday, 19
August 2008.
As set out in the Tender Offer Memoranda the early tender premium will be equal
to the difference between the amount payable for the relevant stock at the
relevant repurchase price and that which would be payable for such stock at an
effective repurchase price determined in accordance with market convention
(excluding accrued interest) and the terms of the offers by reference to the
sum of an effective repurchase spread of +50 bps for the £19,118,645 12 5/16
per cent. Debenture Stock 2010 of The Throgmorton Trust PLC (of which £
17,168,645 is outstanding) and an effective repurchase spread of +40 bps for
the £15,000,000 11 5/16 per cent. Guaranteed Debenture Stock 2018 of T.T.
Finance PLC which is outstanding, and the relevant mid-market benchmark
security rate.
In the opinion of The Throgmorton Trust PLC and T.T. Finance PLC extending the
early tender deadline as described in this announcement is not materially
prejudicial to the interests of the stockholders.
All other terms of the Offer and Proposals will remain the same.
Stockholders should contact the following for further information:
The Dealer Manager:
UBS Investment Bank at 1 Finsbury Avenue, London EC2M 2PP, Attention: Liability
Management Group, Tel: +44 20 7567 7480.
The Registrar:
Capita Registrars, The Registry at 34 Beckenham Road, Beckenham, Kent BR3 4TU,
Tel: 0871 664 0321.
Copies of the Tender Offer Memoranda are available for inspection at the
Document Viewing Facility of the Financial Services Authority, 25 The North
Colonnade, London E14 5HS.
DISCLAIMER This announcement must be read in conjunction with the relevant
Tender Offer Memorandum. This announcement and the relevant Tender Offer
Memoranda contain important information which should be read carefully before
any decision is made with respect to the Offer and/or the Proposal. If you are
in any doubt as to the action you should take, you are recommended to seek your
own financial advice, including as to any tax consequences, from your
stockbroker, bank manager, solicitor, accountant or other independent financial
adviser. Any individual or company whose relevant stock is held on its behalf
by a broker, dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to tender the relevant stock in the Offer or
participate in the Proposal. None of the Company, UBS Limited or Alliance
Assurance Trust Company Limited makes any recommendation whether stockholders
should tender the relevant stock in the Offer or participate in the Proposal.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memoranda in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memoranda comes are required by the
Company and the Dealer Manager to inform themselves about and to observe any
such restrictions. Neither this announcement nor the Tender Offer Memoranda
constitutes an offer to buy or a solicitation of an offer to sell the relevant
stock, and tenders of the relevant stock in the Offer will not be accepted from
stockholders in any jurisdiction in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and the Dealer
Manager is such a licensed broker or dealer in such jurisdictions, the Offer
shall be deemed to be made on behalf of the Company by the Dealer Manager.
United States
The Offer is not being made and will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone, email and other
forms of electronic transmission) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, and the
relevant stock may not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by persons
located or resident in the United States. Accordingly, copies of this
announcement, the Tender Offer Memoranda and any other documents or materials
relating to the Offer are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded in or into the United
States or to persons located or resident in the United States. Any purported
tender of the relevant stock in the Offer resulting directly or indirectly from
a violation of these restrictions will be invalid and tenders of Stock made by
a person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will not be accepted. For the
purposes of this paragraph, United States means the United States of America,
its territories and possessions, any state of the United States of America and
the District of Columbia.
Italy
The Offer is not being made in the Republic of Italy (Italy). The Offer, this
announcement and the Tender Offer Memorandum have not been submitted to the
clearance procedure of the Commissione Nazionale per le Societe la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly, stockholders
are notified that, to the extent stockholders are resident and/or located in
Italy, the Offer is not available to them and they may not tender the relevant
stock in the Offer and, as such, any Tender Instructions received from such
persons shall be ineffective and void, and none of this announcement, the
Tender Offer Memoranda or any other documents or materials relating to the
Offer or the relevant stock may be distributed or made available in Italy.
The Offer is not being made and this announcement and the Tender Offer
Memoranda are not being distributed to the public in the United Kingdom, France
or Belgium. In such jurisdictions, only the following persons may participate
in the Offer and receive this announcement and the Tender Offer Memorandum (as
more fully set out in the Tender Offer Memoranda):
United Kingdom (investment professionals and persons within Article 43(2) or
otherwise of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005) / France (certain qualified investors and providers of portfolio
management investment services) / Belgium (institutional investors).
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