Possible proposals
The Throgmorton Trust PLC
The Board of The Throgmorton Trust PLC ("Throgmorton") announces that it has
received a proposal from Gartmore Growth Opportunities Plc ("Gartmore Growth")
regarding a possible merger with Throgmorton. The proposal, which is at an
early stage and may or may not lead to an offer, currently envisages a share
for share exchange based on the formula asset value of Throgmorton's shares.
The Board of Throgmorton is currently reviewing this proposal and all options
available to it, taking into account the interests of all shareholders. The
Board is aware that Throgmorton is currently trading at a wide discount to net
asset value. As part of its review of options one of the Board's primary aims
is to ensure that any proposal includes robust discount controls with a view to
minimising any ongoing discount. In addition, the Board recognises the need to
ensure greater liquidity in the shares of Throgmorton and this will be taken
into consideration as part of the review of potential options.
It is envisaged that a further announcement will be made shortly.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the
Company confirms that, as at the close of business on 16 April 2008, its
relevant securities in issue consisted of 137,251,872 ordinary shares of 5p
each ('Ordinary Shares'). The International Securities Identification Number
for the Ordinary Shares is GB0008910555.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of the Company, all 'dealings'
in any 'relevant securities' of the Company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which any offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of the Company, they will be deemed to be a
single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of the Company by the Company, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on
the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has a long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
17 April 2008
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