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TR European Growth (TRG)

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Wednesday 30 September, 2009

TR European Growth

Tender Offer and Related Matt

RNS Number : 9728Z
TR European Growth Trust PLC
30 September 2009






Further to the Company's announcement on 17 July 2009 concerning a Tender Offer for up to 10 per cent. of the Company's issued share capital, the Company has today published a circular (the 'Circular') to Shareholders setting out details of the Tender Offer and related matters.

The Tender Offer is available to Shareholders (other than certain Overseas Shareholders) on the Register as at the close of business on 29 October 2009.

The Directors will not be tendering any of their Shares in the Company.


In 2005, the Company conducted a tender offer for 30 per cent. of its Shares in issue and introduced the Discount Protection Mechanism into its Articles. The Discount Protection Mechanism provided that, should the Company's average month-end discount over the course of any financial year exceed 10 per cent., a further tender offer would be undertaken for up to 10 per cent. of the Company's issued share capital at a discount of 6.5 per cent., being the same discount level at which the 2005 tender offer had been conducted.

As at the close of business on 30 June 2009 (being the last day of the Company's financial year), the Company's average month-end discount over the preceding financial year was 10.02 per cent. and accordingly, pursuant to the Discount Protection Mechanism, a tender offer has been triggered.  

Tender Offer

Under the Tender Offer, Shareholders (other than certain Overseas Shareholders) will be entitled to tender up to 10 per cent. of their shareholding as at the Record Date (their 'Basic Entitlement'). Shareholders may tender in excess of their Basic Entitlement but such excess tenders will only be satisfied to the extent that other Shareholders tender less than their Basic Entitlement and will be satisfied on a pro rata basis.

The Tender Offer is being made at 93.5 per cent. of the Net Asset Value per Share on the Calculation Date. For these purposes, Net Asset Value will be calculated as being the value of all assets (including current period revenue items) less all liabilities of the Company. Such Net Asset Value shall be calculated before taking account of the expenses of the Proposals.

The Tender Offer is being made by Winterflood Securities. Winterflood Securities will purchase the Shares tendered as principal and, following the completion of all those purchases, sell the relevant Shares on to the Company pursuant to the Repurchase Agreement at the Repurchase Price by way of an on-market transaction. Those Shares which the Company acquires from Winterflood Securities will be cancelled on acquisition. The repurchase of Shares by the Company will be funded from the Company's cash resources and sale of investments in the Company's portfolio.

Discount Protection Mechanism

The Company is proposing to amend the Discount Protection Mechanism in order that the average discount to the Net Asset Value per Share, in respect of any financial year, shall be calculated as being the aggregate Discount to Net Asset Value per Share for each Business Day in a calendar month divided by the number of Business Days in such calendar month (such sum being the 'Monthly Average Discount'), aggregated with the Monthly Average Discount for each other calendar month in the relevant financial year and divided by twelve.  

The Directors believe that calculating the average Discount to Net Asset Value over a greater number of calculation points will provide for a more representative calculation of the average Discount to Net Asset Value per Share.

The Directors are proposing that the revised Discount Protection Mechanism will apply to financial years with effect from 1 July 2009 onwards.   

General Meeting

Implementation of the Tender Offer requires the approval of Shareholders. The General Meeting to vote on the Special Resolution to approve the Tender Offer will be held at 1.30 p.m. on 2 November 2009.


Latest time and date for receipt of Tender Instructions from Henderson ISA Participants in respect of the Tender Offer

5.00 p.m. on 26 October

Latest time and date for receipt of Forms of Direction from Savings Plans Participants in respect of the General Meeting

5.00 p.m. on 26 October

Latest time and date for receipt of Tender Forms from Shareholders in respect of the Tender Offer

11.00 a.m. on 29 October

Latest time and date for settlement of any TTE Instruction (in the case of Shares held in uncertificated form only)

11.00 a.m. on 29 October

Record Date for the Tender Offer

close of business on 29 October


Latest time and date for receipt of Forms of Proxy from Shareholders in respect of the General Meeting

1.30 p.m. on 29 October

General Meeting

1.30 p.m. on 2 November

(or as soon as the Company's Annual General Meeting has been adjourned)

Calculation Date

close of business on 2 November

Results of the Tender Offer and Repurchase Price announced

by 6 November

Cheques despatched and CREST payments

made in respect of successfully tendered Shares and unsuccessfully tendered Shares returned

by 6 November

Share certificates despatched

week commencing 9 November

Terms used and not defined in this announcement bear the meaning given to them in the Circular dated 30 September 2009. 


Copies of the Circular and the Form of Proxy have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: 


The Financial Services Authority 

25 The North Colonnade 

Canary Wharf 

London E14 5HS 


The Circular will also shortly be available to download from the Company's website,

- ENDS -



James de Sausmarez                      020 7818 3349

Head of Investment Trusts

Henderson Global Investors

Jane Lewis                                    020 3100 0295 

Winterflood Investment Trusts  



This information is provided by RNS
The company news service from the London Stock Exchange

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