This
announcement contains inside information
LEI: 213800DAF47EJ2HT4P78
LEI: 213800KMX33J3VAJUU95
6 March 2025
Chelverton UK Dividend Trust PLC (the
“Company")
SDV 2025 ZDP PLC (“2025
ZDPCo”)
Proposed Issue of ZDP Shares by SDV 2031 ZDP
PLC, in connection with proposals for the reconstruction and
winding-up of SDV 2025 ZDP PLC, Placing of ZDP Shares, ZDP Placing
Programme and Ordinary Share Placing
Programme
As previously
announced by the Company on 3 December 2024, the Directors have
been considering the options for a refinancing of the 2025 Zero
Dividend Preference Shares (“2025 ZDPs”), which are due for final
repayment of £19,311,100 (the “Final Capital Entitlement”) on 30
April 2025. The Company is now finalising proposals.
The Company has
incorporated a new wholly owned subsidiary (“2031 ZDPCo”) which
will seek to issue up to a maximum of 15 million new ZDP shares at
a price of 100 pence per ZDP share, for a term of 5.75 years with a
gross redemption yield of 7.50 per cent. and a cover ratio of at
least 2.0x (the “Proposed ZDP Issue”).
The Proposed ZDP
Issue would be made by way of a scheme of reconstruction and
voluntary winding up of 2025 ZDPCo, offering holders of 2025 ZDP
shares the option of rolling their existing holdings into the new
ZDP shares (“ZDP Rollover”) and, to the extent that the Proposed
ZDP Issue of new ZDP shares is not satisfied by the ZDP Rollover,
then a placing of new ZDP shares. It is also proposed that,
following the Proposed ZDP Issue, 2031 ZDPCo would have in place a
ZDP share placing programme of up to 3 million new ZDP shares (the
“ZDP Placing Programme”).
The Company also
intends to put in place an ordinary share placing programme of up
to 8 million ordinary shares (the “Ordinary Share Placing
Programme”), subject to shareholder approval, to allow the Company
flexibility to issue ordinary shares on a non-pre-emptive basis,
should market conditions permit.
The Board, in
conjunction with advisers, is working towards publishing final
proposals on or around 14 March 2025, including a prospectus by the
Company and 2031 ZDPCo in relation to the Proposed ZDP Issue, the
Ordinary Share Placing Programme and ZDP Placing Programme,
together with circulars (i) to shareholders of 2025 ZDPCo setting
out the details of a scheme of reconstruction and voluntary
winding-up of 2025 ZDPCo (the “Scheme”) and containing notices of
the general meetings, at approval for the Scheme and the
appointment of liquidators to implement the Scheme, would be
sought: and (ii) to shareholders of the Company containing a notice
of general meeting at which approval of the Ordinary Share Placing
Programme would be sought. The relevant general meetings are
expected to be held during April 2025.
Shareholders in
the Company and in 2025 ZDPCo should note that the Board’s plans
are now at an advanced stage though the details remain subject to
change, in whole or in part.
The person
responsible for arranging the release of this announcement is
Suzanna Waterhouse of Apex Fund Administration Services (UK)
Limited, Company Secretary.
For further
information:
Chelverton Asset Management Limited
(Investment Manager)
David
Horner/Oliver Knott
Tel:
+44 (0) 20 7222 8989
Shore Capital (Corporate Broker)
Anita Ghanekar /
Harry Davies Ball (Corporate Advisory)
Tel: +44 (0) 20 7408 4090
Henry Willcocks /
Matthew Kinkead / William Sanderson (Corporate Broking
/Sales)
Company Secretary
Apex Fund
Administration Services (UK) Limited
Tel:
01245 398950
Important
Notice
The information
and any opinions contained in this announcement are provided as at
the date of the announcement and are subject to change without
notice and no representation or warranty, express or implied, is or
will be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, 2025 ZDPCo, 2031
ZDPCo, the Investment Manager, Shore Capital, the Company Secretary
or any of their affiliates or by any of their respective officers,
employees or agents to update or revise publicly any of the
statements contained herein. No reliance may be placed for any
purpose whatsoever on the information or opinions contained in this
announcement or on its completeness, accuracy or
fairness.
This announcement
does not constitute a prospectus relating to the Company, 2025
ZDPCo or 2031 ZDPCo, or form part of, any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or
subscribe for, any shares in the Company, 2025 ZDPCo or 2031 ZDPCo
in any jurisdiction nor shall it, or any part of it, or the fact of
its distribution, form the basis of, or be relied on in connection
with or act as any inducement to enter into, any contract therefor.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information contained in the prospectus being considered for
publication by the Company and 2031 ZDPCo in due course. The
contents of such prospectus will, if published, supersede the
information in this announcement. Nothing in this document
constitutes investment advice and any recommendations that may be
contained herein have not been based upon a consideration of the
investment objectives, financial situation or particular needs of
any specific recipient. Copies of the prospectus, if published,
will be available from the Company’s
website www.chelvertonukdividendtrustplc.com.
