Tender Offer
01 10월 2004 - 10:35PM
UK Regulatory
RNS Number:6024D
Thompson Clive Investments PLC
01 October 2004
Thompson Clive Investments Plc
Tender Offer
The Board of Thompson Clive Investments plc announces that it has today posted a
circular to shareholders in relation to a return of up to #10 million to
Shareholders by way of a tender offer at net asset value.
Introduction
The Board announced with the interim results for the six months ended 30 June
2004, proposals for a Tender Offer to return at least #6 million of capital
profits to Shareholders. In line with the announcement on 28 October 2002 to
aim to realise the (then) quoted portfolio by 31 December 2004, the cash
available for distribution now stands at #10 million. The Tender Offer, the
structure of which is substantially the same as previous tender offers of the
Company, forms part of the ongoing investment policy to maximise value for
Shareholders in the prevailing market circumstances as announced on 28 October
2002, through which a total of over #38 million has, thus far, been returned to
Shareholders by way of five tender offers. This Tender Offer will be the
Company's sixth tender offer since 28 October 2002 and will, if fully taken up,
bring the total capital returned to Shareholders to over #48 million.
Shareholders are aware that under the revised portfolio strategy there is no new
investment in quoted or unquoted companies. The realisation of both the quoted
portfolio by December 2004 and the unquoted portfolio by December 2007, to the
best advantage of shareholders, is now the principal aim of the Board. In the
course of this process and when sufficient liquid resources have been
accumulated there will be further tender offers. Since 30 June 2004 Thompson
Clive Investments has sold its holdings in Acal plc, Goldshield Group plc,
Isotron plc and Stedium SA and #5.8 million has been realised. The prospects
for the disposal of the balance of both quoted and unquoted investments within
the stated timescale look reasonable.
The Tender Offer
The Board proposes to return up to #10 million to Shareholders by way of a
tender offer at Net Asset Value (less the variable costs and expenses of the
Tender Offer). Shareholders will each be able to elect to tender that proportion
of their existing holding as is represented by their Entitlement under the
Tender Offer, or such lower number as they wish.
The key points of the Tender Offer are as follows:
* the Tender Offer is for up to #10 million;
* Shares will be acquired at the Tender Price, being the unaudited Net Asset
Value per Share, as at the Calculation Date, adjusted for the costs and
expenses of the Tender Offer;
* Shareholders will be entitled to have a pro rata percentage of their
shareholdings repurchased under the Tender Offer, although each
Shareholders' entitlement will not be known until the Tender Price has been
calculated. Shareholders will be able to request such lower amount as they
wish to be repurchased;
* the Tender Offer will require approval by Shareholders at the
Extraordinary General Meeting; and
* for the purposes of illustration and assuming the Resolution is passed by
Shareholders, if the calculations for the Tender Price and the Entitlement
for the Tender Offer had been effected as at 29 September 2004 (the latest
practicable date prior to the publication of the circular) the Tender Price
would have been #4.584 and the Entitlement would have been equal to
approximately 39.11 per cent. of Shareholders' registered holdings.
Further details of the Tender Offer
Providing the Resolution is passed, up to #10 million will be returned to
Shareholders by way of the Tender Offer. Shareholders (other than certain
Overseas Shareholders) are being invited to tender their Entitlement (or such
lower amount as they so choose) to Cazenove who will, as principal, purchase the
Shares tendered and then sell them to the Company at the Tender Price by way of
an on-market transaction. A summary of the calculation of the Tender Price is
set out below. Those Shares which the Company acquires from Cazenove will be
cancelled on acquisition and will not be held in treasury. All transactions will
be carried out on the London Stock Exchange.
Shareholders will each be allocated a proportion of their holding of Shares
which will be purchased by Cazenove under the Tender Offer. The number of Shares
allocated will depend on the Tender Price, to be determined on the Calculation
Date. For the purposes of illustration, if the Tender Price had been determined
as of 29 September 2004 (being the latest practicable date prior to the
publication of the circular), the Resolution passed and the Tender Offer taken
up in full, the Tender Price would have been #4.584 per Share resulting in an
Entitlement equal to approximately 39.11 per cent. of the Shares registered in
each Shareholder's name on such date. On this illustrative basis, a total of
2,181,383 Shares would have been repurchased and cancelled.
Calculation of the Tender Price
For the purposes of the Tender Offer, the Tender Price payable to Shareholders
in respect of each Share repurchased under the Tender Offer shall be derived
from the unaudited Net Asset Value per Share as at the Calculation Date.
Adjustments to the 5 April 2004 Net Asset Value will be made to reflect
purchases and sales.of investments, currency movements and mid-market values in
respect of listed investments and unlisted investments where significant events
have occurred and after reflecting the costs and expenses of the Tender Offer.
Assuming full take up of the Tender Offer, as at 29 September 2004, the costs of
the Tender Offer would have amounted to #141,413, of which #71,413 would be
borne by all Shareholders and the remainder would be deducted from the adjusted
Net Asset Value attributable to those Shares validly tendered to arrive at the
Tender Price, these costs being the variable costs of the Tender Offer. On the
basis of the Net Asset Value at 29 September 2004 of #4.6096, the resulting
Tender Price, as at 29 September 2004, would therefore have been #4.584.
The Tender Price and the Entitlement, as at the Calculation Date, will be
announced as soon as practicable after their determination, which the Directors
expect to be on 26 October 2004.
Extraordinary General Meeting
The implementation of the Tender Offer requires the approval of Shareholders at
an Extraordinary General Meeting of the Company, which is to be held at 12.30
p.m. on 26 October 2004. At this meeting, the Resolution will be proposed to
enable the Tender Offer to be implemented.
Directors' intentions
The Directors intend to vote in favour of the Resolution in respect of their own
beneficial
holdings totalling 245,216 Shares (representing 4.4 per cent. of the Company's
issued share capital). All Directors will be tendering their full personal
Entitlement in the Tender Offer. The Directors believe that the Tender Offer
represents a significant liquidity event and an opportunity to sell some of
their Shares at no discount and, therefore, believe that it is appropriate for
them to be so tendered.
EXPECTED TIMETABLE
Latest time and date for receipt of Tender Forms 3.00 p.m. on 22 October 2004
Record Date for Tender Offer close of business on 22 October 2004
Latest time and date for receipt of Forms 12.30 p.m. on 24 October 2004
of Proxy for the Extraordinary General Meeting
Extraordinary General Meeting 12.30 p.m. on 26 October 2004
Calculation Date for Tender Price close of business in New York on
26 October 2004
Result of Tender Offer, basis of Entitlement
and Tender Price announced by close of business in London on
27 October 2004
Despatch of cheques for Tender Offer consideration in
respect of sold certificated Shares 1 November 2004
CREST accounts credited with Tender Offer consideration
and any unsold uncertificated Shares 1 November 2004
Balance certificates in respect of any unsold certificated
Shares despatched 5 November 2004
Enquiries:
Colin Clive / Richard Thompson 020 7535 4900
Thompson Clive Investments plc
Angus Gordon Lennox 020 7588 2828
Cazenove & Co. Ltd
This information is provided by RNS
The company news service from the London Stock Exchange
END
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