TIDMSDV TIDMSDVZ
RNS Number : 5234X
Chelverton Small Cos Div Trust PLC
27 November 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE
UNITED KINGDOM), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
This announcement is an advertisement for the purposes of the
Prospectus Rules of the UK Financial Conduct Authority (the "FCA")
and not a prospectus and not an offer of securities for sale in any
jurisdiction. Neither this announcement nor anything contained
herein shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoever in any jurisdiction. This
announcement does not constitute a recommendation regarding any
securities.
Investors should not purchase or subscribe for any shares
referred to in this announcement except on the basis of information
in the Prospectus and Circulars in connection with the admission of
C Shares and/or Ordinary Shares of the Company to the standard
segment of the Official List and to trading on the London Stock
Exchange's main market for listed securities and the admission of
ZDP Shares of ZDPCo to the standard segment of the Official List
and to trading on the London Stock Exchange's main market for
listed securities.
Chelverton Small Companies Dividend Trust PLC (the
"Company")
Chelverton Small Companies ZDP PLC ("Existing ZDPCo")
LEIs: 213800DAF47EJ2HT4P78 and 213800OPDNDC5YERVG70
Placing, Intermediaries Offer and Offer for Subscription of C
Shares
and
Issue of ZDP Shares in connection with the recommended proposals
for the reconstruction and winding-up of Chelverton Small Companies
ZDP PLC and Placing of ZDP Shares
and
Placing Programme of Ordinary Shares and ZDP Shares
Publication of a Prospectus
Further to the announcement on 6 November 2017, the Company
announces that it has published a prospectus (the "Prospectus") in
relation to:
-- an offer of C Shares comprising a maximum of 75 million C
Shares to be issued at the Issue Price of 100 pence per share
through a placing (the "Placing"), Intermediaries Offer and Offer
for Subscription (together, the "Issue");
-- an issue of up to approximately 30 million ZDP Shares
pursuant to a rollover offer ("Rollover") and ZDP Placing ("ZDP
Placing") which will involve the liquidation of Existing ZDPCo and
issuance of new 2025 ZDP Shares ("ZDP Shares") by SDV 2025 ZDP PLC
("2025 ZDPCo") (together, the "ZDP Issue"), a wholly owned
subsidiary of the Company (the "Scheme"). 2025 ZDPCo will issue ZDP
Shares at the ZDP Issue Price of 100 pence per ZDP Share; and
-- a Placing Programme of up to 30 million Ordinary Shares (the
"Placing Programme") and 7.5 million ZDP Shares (the "ZDP Placing
Programme").
The ZDP Shares will have a life of 7.3 years and will have a
Final Capital Entitlement of 133.18 pence per ZDP Share on 30 April
2025, equivalent to a gross redemption yield of 4 per cent with an
initial target cover ratio of circa 3.75x, subject to the level of
take up of the Issue and rollover elections received pursuant to
the Scheme.
The C Shares will convert into Ordinary Shares on the basis of
the Conversion Ratio calculated at the Calculation Date. Details of
the terms and timing of conversion can be found in the Prospectus.
The existing investment objective and policy will remain unchanged
and the Company intends to use the Net Proceeds of the Issue to add
to existing holdings and to make new investments.
The Company has also published a circular (the "Company
Circular") today convening a General Meeting to propose resolutions
to grant the directors the power to allot the C Shares pursuant the
Issue, disapply existing statutory rights of pre-emption in
relation to the Issue and Placing Programme, grant the power to
allot New Ordinary Shares pursuant to the Placing Programme,
approve amendment to the Existing Articles, grant the Directors the
power to allot Ordinary Shares, and renewal of the authority
granted to the Company to buy back its Ordinary Shares in the
market.
Existing ZDPCo has published a circular ("Existing ZDPCo
Circular") today convening general meetings of Existing ZDPCo to
approve the Scheme and to place Existing ZDPCo into members'
voluntary liquidation.
The Company will provide a further update in due course, as
appropriate.
Publication of documents
The Prospectus and Circulars will shortly be available for
inspection at the National Storage Mechanism
(http://www.morningstar.co.uk/uk/nsm), and also on the Company's
website
(http://chelvertonam.com/fund/small-companies-dividend-trust-plc),
subject to applicable securities laws, and are available for
viewing at the Company's registered office at Springfield Lodge,
Colchester Road, Springfield, Chelmsford, CM2 5PW.
Expected timetable
General Meeting of the Company 9.00 a.m. on 12
December 2017
First General meeting of Existing 9.15 a.m. on 12
ZDPCo December 2017
Latest time and date for commitments 12.00 p.m. on 15
under the Placing December 2017
Announcement of the result 8.00 a.m. on 19
of ZDP Shares to be issued December 2017
pursuant to the Scheme
Latest time and date for receipt 11.00 a.m. on 21
of completed applications from December 2017
Intermediaries in respect of
the Intermediaries Offer
Latest time and date for receipt 11.00 a.m. on 21
of completed Application Forms December 2017
in respect of the Offer for
Subscription
Announcement of the results 8.00 a.m. on 22
of the Placing, Intermediaries December 2017
Offer and Offer for Subscription
and the number of C Shares
to be issued
Announcement of the number 8.00am on 5 January
of ZDP Shares to be issued 2017
pursuant to the ZDP Placing
Effective Date for the Scheme 8 January 2018
Initial Admission and Initial 8.00am on 8 January
ZDP Admission and dealings 2018
in C Shares and ZDP Shares
issued in uncertificated form
commence
CREST accounts credited with 8 January 2018
uncertificated C Shares and
uncertificated ZDP Shares
Definitive share certificates 15 January 2018
in respect of C Shares and
ZDP Shares dispatched by post
in the week commencing
Placing Programme and ZDP Placing 9 January 2018
Programme opens
Latest date for issuing Ordinary 23 November 2018
Shares and ZDP shares under
the Placing Programme and the
ZDP Placing Programme respectively
(i) All times and/or dates in the Expected Timetable set out
above and in the Prospectus generally may be subject to
adjustment
(ii) Any changes to the Expected Timetable set out above will be
notified by the Company through a Regulatory Information
Service.
(iii) All references to times above and in the Prospectus are to
London time.
For further information contact
Chelverton Small Companies Dividend Trust
William van Heesewijk
Chelverton Asset Management
+44 20 7222 8989
Stockdale Securities Limited
Robert Finlay / Owen Matthews
+44 20 7601 6115
Henry Willcocks / Fiona Conroy
+44 20 7601 6128
Important Notice
Save for expressions defined in this announcement, words and
expressions defined in the Prospectus and Circulars shall have the
same meaning in this announcement.
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
for the Company and 2025 ZDPCo and for no-one else in connection
with the matters referred to in this announcement, and will not be
responsible to anyone other than the Company and 2025 ZDPCo for
providing the protections afforded to clients of Stockdale
Securities Limited nor for providing advice in connection with the
contents of this announcement or any other matter referred to
herein. Stockdale Securities Limited is not responsible for the
contents of this announcement. This does not exclude or limit any
responsibilities which Stockdale Securities Limited may have under
the Financial Services and Markets Act 2000 or the regulatory
regime established thereunder.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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