6 November 2012
CHELVERTON GROWTH TRUST PLC
(the "Company")
Proposed Tender Offer and Notice of AGM
The Company is pleased to announce a tender offer by Merchant
Securities Limited ("Merchant Securities") to purchase up to 10 per
cent. of the Company's issued share capital (the "Tender Offer").
The Tender Offer is subject to shareholders' approval at the
Company's annual general meeting to be held at 11.00 a.m. on 13 December
2012. The tender price per ordinary share will be 92.5 per
cent. of the net asset value per ordinary share at the close of
business on 14 December 2012.
The Company's report and accounts for the year ended
31 August 2012 and a notice of annual
general meeting will be posted to shareholders later today. In
addition, a circular containing details of the Tender Offer will be
posted to shareholders on or before 12
November 2012.
Pursuant to an agreement between the Company and Merchant
Securities, details of which are set out in the circular, the
Company will purchase from Merchant Securities all those ordinary
shares purchased by it under the Tender Offer at the tender
price.
Expected Timetable of Events
Date of the Company's AGM 13 December 2012
Closing Date: latest time and date for receipt 3.00p.m. on 14 December
2012 of Tender Forms
Record Date for the Tender Offer Close of business on 14 December 2012
Calculation Date Close of business on 14 December 2012
Result of Tender Offer announced 18 December 2012
Tender Price announced 18 December 2012
Balancing Ordinary Shares despatched through 14 January 2013
CREST
Cheques despatched by 14 January 2013
Balancing Ordinary Share certificates 14 January 2013
despatched by
If any of the above times and/or dates change, the revised
time(s) and/ or date (s) will be notified to shareholders by
announcement through a Regulatory Information Service.
Merchant Securities is authorised and regulated by the Financial
Services Authority of the United
Kingdom.
The Tender Offer is for up to 10 per cent. of the Company's
issued share capital and shareholders will be able to decide
whether to tender some or all of their ordinary shares within the
overall limits of the Tender Offer (but tenders in excess of a
shareholder's basic entitlement (being 10 per cent. of his or her
shareholding) will only be accepted to the extent that other
shareholders tender less than their basic entitlement).
The tender price will be the price per ordinary share which
represents 92.5 per cent. of the Net Asset Value per ordinary share
on the calculation date. Assuming a calculation date as at the
close of business on 31 October 2012
(being the latest practicable date prior to this announcement) the
Net Asset Value per ordinary share was 35.24p and the tender price
would have been 32.597p compared to the mid-market ordinary share
price at the close of business on that day of 26.25p.
The Tender Offer is conditional, inter alia, on valid tenders
being received in respect of at least one per cent. of the
Company's issued share capital by the closing date.
Shareholders can choose to continue to hold in full their
investment in the Company. Assuming that the full 10 per cent. of
ordinary shares are tendered, accepted and cancelled pursuant to
the Tender Offer, the effect on Net Asset Value per ordinary share
is marginally positive. Alternatively, shareholders can choose to
tender some or all of their ordinary shares for purchase and to
receive cash in consideration of such purchase (subject to the
scaling back of tenders in excess of the basic entitlement).
Shareholders on the Register on the record date will be invited
to tender some or all of their ordinary shares to Merchant
Securities who will, as principal, purchase at the tender price the
ordinary shares validly tendered (subject to the overall limits of
the Tender Offer) and, following the completion of all those
purchases, sell the relevant ordinary shares on to the Company at
the tender price by way of an on-market transaction. All
transactions will be carried out on the London Stock Exchange and
will be subject to the rules of the London Stock Exchange.
The Tender Offer is subject to certain conditions, and may be
terminated in certain circumstances. Full details of the Tender
Offer are set out in the circular being posted to shareholders on
or before 12 November 2012.
Overseas shareholders
The Tender Offer is not being made to certain overseas
shareholders.
Enquires:
William van Heesewijk
Chelverton Asset Management Limited
Tel: 020 7222 8989
www.chelvertonam.com
Lindsay Mair / Virginia Bull
Merchant Securities
Tel: 020 7628 2200
www.merchantsecurities.co.uk