Further re Offers and Proposals
The Throgmorton Trust PLC and T.T. Finance PLC
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 ("Throgmorton") and T.T. Finance PLC ("T.T.
Finance"), a wholly-owned subsidiary of Throgmorton, (together the
"Companies") hereby announce that all £19,118,645 12 5/16 per cent.
Debenture Stock 2010 of which £17,168,645 is outstanding (ISIN:
GB0008908690) (the "Throgmorton Stock") and all outstanding £15,000,000
11 5/16 per cent. Guaranteed Debenture Stock 2018 (ISIN: GB0008699992) (the
"T.T. Finance Stock") (together the "Stocks") validly tendered in the
relevant offer will be accepted for repurchase by the Companies. The
Companies also announce that the relevant extraordinary resolutions
detailed in the separate notices dated 31 July 2008 were each duly passed
by the requisite majority of stockholders at the relevant meeting of
stockholders convened by the relevant notice held at 10.00 a.m., London
time, in the case of the Throgmorton Stock, and 10.15 a.m., London time, in
the case of the T.T. Finance Stock. The relevant trust deed in respect of
the Stocks has also been amended accordingly.
NOTICE IS HEREBY GIVEN THAT, following the passing of the extraordinary
resolutions and amendment of the relevant trust deed, and pursuant to the
separately amended terms and conditions of the Stocks, the Companies are
exercising the relevant issuer call immediately and all outstanding Stocks will
be redeemed on Wednesday, 3 September 2008 (the "Early Redemption Date") at the
relevant early redemption amount together with accrued interest. In addition,
payment of any Voting Only Early Submission Amount, as applicable, will be
settled on the Early Redemption Date on the terms set out in the relevant
Tender Offer Memoranda. UBS Limited has been appointed as calculation agent for
the purpose of determining the Early Redemption Amount.
As detailed in the relevant Tender Offer Memoranda, the amounts that will be
paid by the Companies for the Stocks so redeemed will be the same as the
amounts payable by the Companies for equal nominal amounts of Stocks
repurchased at the relevant repurchase price pursuant to the relevant Offer
(including in each case the amounts payable in respect of any applicable early
tender premium or voting only early submission amount, as the case may be, and
accrued interest).
The Early Redemption Date for each offer will also be the respective Settlement
Date, which is the date on which Sterling cheques for (i) the amount payable to
each stockholder for Stocks repurchased at the relevant repurchase price
pursuant to the relevant Offer, any early tender premium (if applicable) and
accrued interest or, as the case may be, (ii) the early redemption amount, any
voting only early submission amount (if applicable) and accrued interest, will
be posted by the Registrar to Stockholders.
For the purposes of the early redemption of the outstanding Stocks, the
Companies will not be requiring the delivery of the certificate or
certificates relating to the relevant Stock to be so redeemed. However, all
certificates relating to such stock shall be deemed to be cancelled from
the redemption of such stock on the Early Redemption Date.
The separate repurchase prices payable for each of the Stocks are expected to
be determined at or around 9.00 a.m., London time, (the "Pricing Time") on
Wednesday, 27 August 2008
The relevant offers and the separate proposals were made on the terms and
subject to the conditions contained in the relevant Tender Offer Memoranda.
This announcement should be read in conjunction with the relevant Tender Offer
Memorandum. Terms used in this announcement and not otherwise defined have the
meanings given in the relevant Tender Offer Memoranda
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.
A copy of each Tender Offer Memoranda is available for inspection at the
Document Viewing Facility of the Financial Services Authority, 25 The North
Colonnade, London E14 5HS.
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