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.
Investors should not purchase or subscribe for any shares referred
to in this announcement except on the basis of information in a
final prospectus (the "Prospectus"), if published, by the Company
(as defined below) in due course. A copy of the Prospectus, if
published, will, following its publication, be available from the
Company's website
(http://chelvertonam.com/fund/small-companies-dividend-trust-plc)
and uploaded to the national storage mechanism
(http://www.morningstar.co.uk/uk/NSM), subject to applicable
securities laws, and available for viewing at its registered office
at Springfield Lodge, Colchester Road, Springfield, Chelmsford, CM2 5PW.
Chelverton Small
Companies Dividend Trust PLC (the “Company")
Chelverton Small
Companies ZDP PLC (“Existing ZDPCo”)
LEIs: 213800DAF47EJ2HT4P78 and
213800OPDNDC5YERVG70
Potential Capital
Raise
As previously announced by the Board on 13 January 2017, the Directors have been
considering the options for a refinancing of the Zero Dividend
Preference shares, which are due for final repayment on 8 January
2018. In light of the Company’s strong and sustained track
record as well as the availability of attractive investments, the
Board believes that it is an appropriate point to seek to increase
the size of the Company and raise additional capital. Accordingly,
the Company is proposing an issue of C shares through a placing,
intermediaries offer and offer for subscription of C Shares as well
as an issue and placing of new ZDP Shares in connection with
recommended proposals for the reconstruction and winding-up of
Existing ZDP Co (collectively, the “Issue”).
The Company is seeking to raise up to £75 million new Ordinary
shares, subject to market conditions and there being sufficient
investor appetite for the C shares on agreeable terms. In addition,
the Company will seek to issue c. £30 million of new ZDPs, on a
term of 7.3 years with a gross redemption yield of 4.00 per cent.
with an initial target cover ratio of circa 3.7x, subject to the
level of rollover elections received. 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 will provide a further update in due course, as
appropriate.
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
Important Notice
This announcement is a financial promotion and is not intended
to be investment advice.
The contents of this announcement, which have been prepared by
and are the sole responsibility of the Company, have been approved
by Stockdale Securities Limited ("Stockdale") solely for the
purposes of section 21(2)(b) of the Financial Services and Markets
Act 2000 (as amended).
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. It is
also subject to change. Before subscribing for any C Shares or
ZDPs, persons viewing this announcement should ensure that they
fully understand and accept the risks which will be set out in the
Prospectus when published. The value of C Shares and ZDPs is not
guaranteed and can fall as well as rise due to stock market and
currency movements. When you sell your investment you
may get back less than you originally invested. The price and value
of securities can go down as well as up, and investors may get back
less than they invested or nothing at all. There is no guarantee
that the gross redemption yield may be achieved. Potential
investors should consult an independent financial advisor as to the
suitability of the securities referred to in this advertisement for
the person concerned.
Neither this announcement nor the information contained herein
is for publication, distribution or release, in whole or in part,
directly or indirectly, in or into or from the United States (including its territories
and possessions), any member state of the European Economic Area
(other than the United Kingdom),
Australia, Canada, South
Africa, Japan or to any
person in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant laws of
such jurisdiction. Any offer of C Shares or ZDPs (an "Offer") and
the distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this
announcement or any document or other information referred to
herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, the
securities referred to herein to any person in any jurisdiction,
including the United States,
Australia, Canada, South
Africa or Japan or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful.
The securities to which this announcement relates have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") or with any regulating authority
or under any applicable securities laws of any state or other
jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States or to US
persons unless registered under the Securities Act or pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with applicable state law. There will be no public offer of the
securities in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, South
Africa or Japan and,
subject to certain exceptions, may not be offered or sold within
Australia, Canada, South
Africa or Japan or to any
national, resident or citizen of Australia, Canada, South
Africa or Japan.
This announcement is only addressed to and directed at qualified
investors within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC as amended, including by Directive
2010/73/EC) ("Qualified Investors") in the United Kingdom who (i) are persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), (ii)
are persons who are high net worth entities falling within Article
49(2)(a) to (d) of the Order and (iii) are persons to whom it may
otherwise be lawful to communicate it to (all such persons being
referred to as "relevant persons"). Any investment or investment
activity to which this announcement relates is available only to
relevant persons in the United
Kingdom and will be engaged in only with such persons. Other
persons should not rely or act upon this announcement or any of its
contents.
This announcement is not intended to be an offer or placement
for the purposes of the Alternative Investment Fund Managers
Directive ("AIFMD"), and any "marketing" as defined in AIFMD will,
in due course, take place in accordance with the national private
placement regimes of the applicable European Economic Area
jurisdictions in which the Investment Manager registers under AIFMD
for marketing.
This announcement contains statements that are, or may be deemed
to be, "forward?looking statements". These forward?looking
statements may be identified by the use of forward?looking
terminology, including the terms "believes", "expects",
"anticipates", "intends", "plans", "estimates", "aim", "forecast",
"projects", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Forward?looking statements may and often do differ
materially from actual results. The forward?looking statements
reflect the Company's and the Investment Manager's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Company's business, results of operations,
financial position, liquidity, prospects, growth, strategies and
the industry in which the Company operates. The forward?looking
statements speak only as of the date they are made and cannot be
relied upon as a guide to future performance. Forward?looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Company, the
Investment Manager, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. Known and
unknown factors could cause actual results to differ materially
from those projected in the forward?looking statements. As a
result, investors are cautioned not to place undue reliance on such
forward?looking statements. Forward?looking statements speak only
as of their date and the Company, the Investment Manager, Stockdale
and any of such person's respective directors, officers, employees,
agents, affiliates or advisors expressly disclaim any obligation to
supplement, amend, update or revise any of the forward?looking
statements made herein, except where it would be required to do so
under applicable law. It is up to the recipient of this
announcement to make its own assessment as to the validity of such
forward?looking statements and assumptions. No statement in this
announcement is intended as a profit forecast or a profit
estimate.
There is no guarantee that any Offer will proceed and you should
not base your financial decisions on the Company's intentions in
relation to any Offer. This announcement does not constitute a
recommendation concerning any Offer. The Company is not
regulated by the FCA and FCA protection does not apply to the
Offer.
Stockdale, which is authorised and regulated by the FCA in the
United Kingdom, is acting
exclusively for the Company and no one else in connection with the
matters described in this announcement. Stockdale will not regard
any other person (whether or not a recipient of this document) as a
client in relation thereto and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for giving advice in relation to an Offer, the
contents of this announcement or any transaction or arrangement or
other matter referred to herein.
In connection with any Offer, Stockdale and any of its
affiliates, acting as investors for their own accounts, may
subscribe for or purchase C Shares or ZDPs and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such C Shares or ZDPs and other securities of the
Company or related investments in connection with any Offer or
otherwise. Accordingly, references in the Prospectus, if published,
to C Shares or ZDPs being offered, subscribed, issued, acquired,
sold, placed or otherwise dealt in should be read as including any
offer, subscription, issue, sale, acquisition, placing or dealing
in the C Shares or ZDPs by Stockdale and any of its affiliates
acting as investors for their own accounts. In addition, Stockdale
or its affiliates may enter into financing arrangements and swaps
in connection with which it or its affiliates may from time to time
acquire, hold or dispose of C Shares or ZDPs. Neither Stockdale nor
any of its affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Stockdale by the FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Stockdale nor any of its affiliates, directors, officers,
employees, advisors or agents accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to the truth, accuracy, completeness or
fairness of the information contained in this announcement (or
whether any information has been omitted from the announcement) or
any other information relating to the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.