Chelverton Small Cos Div Trust PLC Publication of a Prospectus (5234X)

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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      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

[phone]

Stockdale Securities Limited

Robert Finlay / Owen Matthews

[phone]

Henry Willcocks / Fiona Conroy

[phone]

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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November 27, 2017 02:00 ET (07:00 GMT)