Proposed Tender Offer & Own Share Purchase
THROGMORTON TRUST PLC
15 October 1999
RECOMMENDED PROPOSALS TO ENABLE THE COMPANY TO PURCHASE ITS SHARES
TENDER OFFER FOR PURCHASE OF THE COMPANY'S 7.25 PER CENT. CONVERTIBLE
UNSECURED LOAN STOCK 2003
INTRODUCTION
The Board has resolved to seek the approval of Shareholders and Stockholders
for the Company to be authorised to make market purchases of its shares. It
is also proposing to make a tender offer to repurchase up to all the
outstanding 7.25 per cent. Convertible Unsecured Loan Stock 2003 ('Stock') at
a price of 100p per unit of Stock. The Company will next week be despatching
a circular to Shareholders and Stockholders containing further details of
these proposals and convening an Extraordinary General Meeting and a meeting
of Stockholders on 12 November 1999 for the purpose of giving the necessary
authority to enable the Company to purchase its own shares.
PURCHASE OF SHARES
It is proposed that the Company be authorised to purchase in the market and
cancel up to 45,266,174 of its issued Ordinary Shares (equivalent to 14.9 per
cent. of the Shares in issue). The principal aim of any purchases would be to
increase the net asset value per Share.
Purchases of Shares would be made at the discretion of the Board in the light
of prevailing market conditions and within guidelines set from time to time by
the Board. Purchases would only be made through the market at prices below
the prevailing net asset value per Share, thereby increasing the net asset
value per Share of the remaining Shares. Any such purchases would be made
with the aim of maximising the benefit to Shareholders.
Implementation of purchases by the Company of Shares will not affect the
conversion rights of Stockholders. Purchases pursuant to the exercise of the
proposed authority will normally only be made if, in the Directors' opinion,
they will result in an increase in the underlying fully diluted net asset
value per Share and accordingly enhance the underlying value attributable to
the Shares into which the Stock is convertible.
An Extraordinary General Meeting of the Company is to be convened for 12
November 1999 to give the necessary authority for the Company to purchase its
Shares. The Government has laid before Parliament a statutory instrument, due
to come into force on 8 November 1999, enabling investment trusts to
distribute capital profits by way of the purchase of their own shares, without
thereby losing investment company status, and the Directors intend to take
advantage of this relaxation. The authority to purchase Shares will last for
12 months, although the Company will seek the renewal of the authority to
purchase its Shares at the next annual general meeting to be held in March
2000. The authority to purchase Shares also requires the consent of
Stockholders and a meeting of Stockholders is to be convened for 12 November
1999 for this purpose.
TENDER OFFER FOR THE STOCK
The Board has been approached by holders of approximately 12 per cent. of the
outstanding Stock with the request that it be redeemed before its due
redemption date of 30 November 2003. Since the Company has a high level of
debt, the Board considers that it would be advantageous to repay part of the
Stock.
The Board has therefore decided to invite holders of the Stock on the register
at the close of business on 5 November 1999 to tender some or all of their
Stock for repurchase by the Company at a price of 100p per unit of Stock, such
price being equal to the nominal value of each unit of Stock. Any Stock
repurchased pursuant to this tender invitation would be repurchased on 30
November 1999. Tenders may be accepted in respect of up to all the
outstanding Stock, being #17,292,917 nominal of Stock. Although the Directors
will have discretion as to whether to accept or reject tenders in whole or in
part, this power is intended for use only if circumstances arose which
persuaded them that it was not in the interests of the Company as a whole, or
of Stockholders, to accept for redemption the amount of Stock actually
tendered. Any scaling down of tenders, if implemented at all, would be done,
as far as practicable, on a pro rata basis. In addition, the Directors
reserve the discretion not to proceed with the repurchase of Stock pursuant to
the tender invitation if, in the light of market conditions (including
prevailing interest rates), the Directors conclude that it would not be in the
Company's interests to proceed with the repurchases.
Under the trust deed constituting the Stock, the Stock may be converted into
fully paid Ordinary Shares in any year up to and including 2003 at a
conversion rate of 1 Ordinary Share for each 126.9p nominal of Stock.
The closing date for the tender is 23 November 1999. On or as soon as
practicable after that date the Company will announce the nominal amount of
the Stock tendered and the amount of Stock for which tenders have been
accepted. Payment for any Stock purchased will be despatched on 30 November
1999. Payment of the half-yearly interest on the Stock due to be made on 30
November 1999 will be paid in the normal way.
ENQUIRIES
Paul Branigan - 0171 330 6544
Neil Birrell - 0171 330 6550
Framlington Investment Management Limited
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