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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 ZDPCo

9.15 a.m. on 12 December 2017

Latest time and date for commitments under the Placing

12.00 p.m. on 15 December 2017

Announcement of the result of ZDP Shares to be issued pursuant to the Scheme

8.00 a.m. on 19 December 2017

Latest time and date for receipt of completed applications from Intermediaries in respect of the Intermediaries Offer

11.00 a.m. on 21 December 2017

Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription

11.00 a.m. on 21 December 2017

Announcement of the results of the Placing, Intermediaries Offer and Offer for Subscription and the number of C Shares to be issued

8.00 a.m. on 22 December 2017

 

Announcement of the number of ZDP Shares to be issued pursuant to the ZDP Placing

8.00am on 5 January 2017

Effective Date for the Scheme

8 January 2018

Initial Admission and Initial ZDP Admission and dealings in C Shares and ZDP Shares issued in uncertificated form commence

8.00am on 8 January 2018

CREST accounts credited with uncertificated C Shares and uncertificated ZDP Shares

8 January 2018

Definitive share certificates in respect of C Shares and ZDP Shares dispatched by post in the week commencing

15 January 2018

 

 

Placing Programme and ZDP Placing Programme opens

9 January 2018

Latest date for issuing Ordinary Shares and ZDP shares under the Placing Programme and the ZDP Placing Programme respectively

23 November 2018

 

 

(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
 
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