Statement re Subscription Share Circular

 
TIDMTHRG TIDMTHRS 
 
The Throgmorton Trust PLC 
 
30 September 2011 
 
Reminder of rights to subscribe for Ordinary Shares at 146p per share 
 
The Board of The Throgmorton Trust PLC has today sent to holders of 
subscription shares in the Company a circular (the "Circular") reminding them 
of their final entitlement to exercise the conversion rights attaching to the 
Subscription Shares. 
 
A copy of the Circular has been submitted to the National Storage Mechanism and 
will shortly be available for inspection at www.Hemscott.com/nsm.do. The 
Circular will also shortly be available for viewing on the Company's website 
www.blackrock.co.uk/thrg. 
 
The full text of the Circular is reproduced below: 
 
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in 
any doubt as to the action you should take, you should consult your independent 
financial adviser authorised under the Financial Services and Markets Act 2000 
immediately. 
 
If you have sold or otherwise transferred all of your Subscription Shares in 
The Throgmorton Trust PLC, please forward this document as soon as possible to 
the purchaser or transferee or the stockbroker, bank or other agent through 
whom the sale or transfer was effected for delivery to the purchaser or 
transferee. 
 
This document should be read in conjunction with, and is subject to, the 
detailed provisions contained in the Company's articles of association. 
 
                           THE THROGMORTON TRUST PLC 
 
 (Incorporated in England and Wales under the Companies Act 1948 to 1985 with 
registered no. 594634 and registered as an investment company under section 833 
                          of the Companies Act 2006) 
 
Directors:                                                     Registered Office: 
Richard Bernays (Chairman)                                  12 Throgmorton Avenue 
Simon Beart                                                                London 
Crispin Latymer                                                          EC2N 2DL 
Eric Stobart 
Harry Westropp 
                                                                30 September 2011 
 
      To Subscription Shareholders of The Throgmorton Trust PLC (the Company) 
 
                  FINAL EXERCISE DATE FOR SUBSCRIPTON SHARES 
 
Dear Sir or Madam 
 
Introduction 
 
This letter is sent to you as a registered holder of the subscription shares of 
1 pence each in the Company (the Subscription Shares) to remind you that the 
subscription rights carried by your Subscription Shares may be exercised on 
31 October 2011. This is the final exercise date of the subscription rights 
carried by your Subscription Shares. Each of your Subscription Shares carries 
the right (but not the obligation) to subscribe for one ordinary share of 
5 pence each (an Ordinary Share) at an exercise price of 146 pence. 
 
If any subscription rights are not exercised by their holders by 31 October 
2011, the Company will appoint a trustee (the Trustee) in respect of the 
unexercised subscription rights. If in the Trustee's opinion the net proceeds 
of sale of the Ordinary Shares that would arise on exercise of the unexercised 
subscription rights (after deduction of all costs and expenses incurred by, and 
any fee payable to, the Trustee) will exceed the costs of subscription, the 
Trustee shall prior to 14 November 2011 either exercise the subscription rights 
and sell in the market the Ordinary Shares acquired on exercise or (if it 
appears to the Trustee that doing so is likely to realise greater net proceeds 
for subscription shareholders (the Subscription Shareholders)) accept any offer 
available to Subscription Shareholders for the purchase of the outstanding 
Subscription Shares. The Trustee shall distribute pro rata the net proceeds of 
any such sale or acceptance of any such offer less, in either case, deduction 
of such costs of exercising the Subscription Share Rights and such other costs 
and expenses incurred by, and any fee payable to, the Trustee, to the persons 
entitled to such proceeds by 26 December 2011, provided that entitlements under 
GBP5.00 per holder shall be retained for the benefit of the Company. If the 
Trustee does not exercise the subscription rights prior to 14 November 2011 
(and so that his decision in respect thereof shall be final and binding on all 
holders of outstanding Subscription Shares), all rights attaching to such 
Subscription Shares shall lapse on that date. 
 
The subscription rights attached to each Subscription Share can be exercised 
only once. Your attention is drawn to the table on page 4 detailing the 
mid-market quotations for the Ordinary Shares and the Subscription Shares. 
 
Procedure 
 
If you wish to exercise some or all of your subscription rights and you hold 
your Subscription Shares in certificated form, please complete and sign the 
Notice of Exercise of Subscription Rights (the Notice) on the reverse of your 
Subscription Share certificate(s) (specifying how many Subscription Shares you 
wish to exercise). Please send the completed Notice together with your payment 
to Computershare Investor Services PLC (the Registrar), at the following 
address: 
 
Computershare Investor Services PLC 
Computershare Priority Applications 
Corporate Actions 
Bristol 
BS99 6AJ 
 
Payments must be made by cheque or bankers' draft in pounds sterling drawn on a 
branch in the United Kingdom of a bank or building society which is either a 
member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing 
Company Limited or which has arranged for its cheques or bankers' drafts to be 
cleared through the facilities provided for members of these companies. Such 
cheques or bankers' drafts must bear the appropriate sort code in the top right 
hand corner. Cheques, which must be drawn on the personal account of the 
individual investor where they have sole or joint title to the funds, should be 
made payable to Computershare Investor Services PLC re The Throgmorton Trust 
PLC Subscription Shares. 
 
Third party cheques will not be accepted with the exception of building society 
cheques or bankers' drafts where the building society or bank has confirmed the 
name of the account holder by stamping or endorsing the cheque/bankers' draft 
to such effect. 
 
The account name should be the same as that shown in the Notice. 
 
The Notice and payment must be received no later than 2.00 p.m. on 28 October 
2011 for certificated holders. 
 
You will not be able to withdraw a completed Notice, once lodged. If you have 
lost your Subscription Share certificate(s), please inform the Registrar 
(telephone [phone] - calls cost approximately 8p per minute, excluding 
VAT, from a BT landline. Calls from other service providers may cost more) who 
will send you a letter of indemnity to complete. The letter of indemnity and 
Notice must be completed and returned to the Registrar at the above address 
together with a cheque for the relevant subscription amount so as to arrive no 
later than 2.00 p.m. on 28 October 2011. 
 
Details of the necessary action to be taken to exercise subscription rights 
attached to Subscription Shares held in uncertificated form (i.e. through 
CREST) are enclosed with this letter, where relevant. CREST sponsored members 
should refer to their CREST sponsor who will be able to take the necessary 
action to exercise subscription share rights. The relevant Notice and payment 
from uncertificated holders must be received by no later than 2.00 p.m. on 28 
October 2011. 
 
If you wish to have some or all of the Ordinary Shares allotted to someone 
else, please complete and lodge a Form(s) of Nomination, which is available 
from the Registrar. A Form of Nomination must be signed by both the registered 
holder and by each person who is to receive the Ordinary Shares and must be 
lodged with the Registrar when you lodge your Notice and payment. It should be 
noted that a Form of Nomination may not be used in connection with the exercise 
of subscription rights attached to the Subscription Shares held in 
uncertificated form. 
 
Taxation 
 
Under existing legislation, the exercise of subscription rights attached to 
Subscription Shares will not constitute a disposal for the purposes of United 
Kingdom taxation of capital gains. Instead, the Ordinary Shares acquired 
pursuant to the exercise of the subscription rights will be treated as the same 
asset as the Subscription Shares in respect of which the Subscription Share 
Rights are exercised. The base cost of the Subscription Shares, if any, will be 
added to the subscription price of 146 pence in computing the base cost of the 
Ordinary Shares acquired upon such exercise. If you are in any doubt as to your 
tax position, you are advised to consult your professional adviser. 
 
If you nominate a third party to be allotted the Ordinary Shares, such 
nomination will constitute a disposal for the purposes of the United Kingdom 
taxation and you should consult your professional adviser as to the capital 
gains tax, inheritance tax, stamp duty reserve tax and other taxation 
consequences of such a transaction. 
 
The Ordinary Shares acquired on exercise of the subscription rights should be 
eligible to be held in a stocks and shares ISA, subject to applicable annual 
subscription limits (GBP10,680 for the 2011/2012 tax year). 
 
These statements are intended only as a general guide to the tax treatment of 
shareholders on an exercise of their subscription rights, based on current 
United Kingdom tax law and what is understood to be the current practice of HM 
Revenue & Customs, and they may not apply to certain shareholders. For 
instance, investments held in ISAs will be free of United Kingdom tax on 
capital gains. If you are resident outside the United Kingdom or are in any 
doubt as to the potential tax or other consequences of exercising your 
subscription rights, you should consult your own professional adviser. 
 
Admission 
 
Ordinary Shares issued pursuant to the exercise of the Subscription Shares will 
be allotted not later than 14 November 2011. Application will be made to the UK 
Listing Authority for the new Ordinary Shares to be admitted to the Official 
List and to the London Stock Exchange plc for those securities to be admitted 
to trading on the London Stock Exchange's main market for listed securities. 
The Company will use all reasonable endeavours to obtain such admission no 
later than 14 November 2011. Certificates for the Ordinary Shares will be 
posted to those holders of Subscription Shares in certificated form not later 
than 28 November 2011. In the meantime, any transfers will be certified against 
the respective registers. 
 
For CREST participants, the Registrar will, on or prior to 14 November 2011 
instruct Euroclear UK & Ireland to credit your appropriate stock account (being 
a stock account under the participant ID and member account ID specified in 
your Uncertificated Subscription Notice) with the Ordinary Shares issued to 
you, or to which you are entitled. 
 
The Ordinary Shares allotted to you will not rank for any dividends or other 
distributions declared, paid or made on the Ordinary Shares by reference to a 
record date prior to 14 November 2011 but will otherwise rank as one class of 
share with the existing Ordinary Shares. 
 
Exercise of Subscription Share Rights held through the BlackRock Investment 
Trust stocks and shares ISA (the ISA) or the BlackRock Investment Trusts 
Savings Plan (the Savings Plan) (together the Savings Schemes) 
 
Holders of Shares through either of the Savings Schemes wishing to exercise 
their Subscription Share Rights (Savings Scheme Participants) should complete 
the enclosed ISA Notice of Exercise of Subscription Share Rights Form or the 
Savings Plan Notice of Exercise of Subscription Share Rights Form, as 
applicable. Further copies of the forms will also be available from 
www.blackrock.co.uk/thrg. Please complete and return the relevant form(s) to 
the address given at the top of the form. Forms must be received at least seven 
business days before the final exercise date for the Subscription Shares and 
therefore should be received by 20 October 2011. Ordinary Shares arising from 
the exercise of the Subscription Share Rights will be issued within 10 business 
days of the relevant Subscription Date (by 14 November 2011). 
 
In respect of Shares held through an ISA, the subscription price paid upon 
exercise of the subscription rights will contribute towards the annual 
subscription limit unless the subscription price is paid out of cash already 
held within the stocks and shares ISA or with cash subscribed in the same tax 
year to a cash ISA held by you and transferred to your stocks and shares ISA. 
Where there is insufficient cash to execute your instructions in full, the 
number of Subscription Shares to be converted will be reduced accordingly and 
the remaining Subscription Rights will be dealt with in accordance with the 
procedure above for Subscription Rights which are unexercised. 
 
If any Savings Scheme Participants fail to exercise their Subscription Share 
Rights, any proceeds received by the Plan Manager (BlackRock Investment 
Management (UK) Limited) from the Trustee as 3 described above, will in the 
case of Subscription Shares held in the ISA be switched into the cash holding 
facility pending the receipt of instructions for re-investment, or in the case 
of Subscription Shares held through the Savings Plan, be paid by cheque to the 
Subscription Shareholder as soon as practicable following receipt. 
 
In the case of Savings Scheme Participants who hold Ordinary Shares within an 
ISA, any profit on the disposal of Subscription Shares obtained by the Trustee 
on their behalf will not be counted as a new subscription for the purposes of 
their annual subscription limit of GBP10,680 (for the tax year 2011/2012). 
 
If you have any queries please call the Investor Services Team on 0800 44 55 
22. For your protection, telephone calls are usually recorded. 
 
Mid-market quotations 
 
The mid-market quotations, derived from the London Stock Exchange plc, on the 
first business day in each of the six months prior to the date of this letter 
and as at 28 September 2011 (the latest practicable date prior to printing this 
notice) for one Ordinary Share and one Subscription Share were as follows: 
 
                                           Ordinary              Subscription 
                                             Shares                    Shares 
                                                 (p)                       (p) 
 
1 April 2011                                 192.50                     46.00 
3 May 2011                                   197.00                     47.74 
1 June 2011                                  200.00                     47.75 
1 July 2011                                  195.50                     45.25 
1 August 2011                                197.60                     48.38 
1 September 2011                             179.63                     29.00 
28 September 2011                            166.75                     23.50 
 
This letter is sent by way of reminder only in order to comply with the rights 
of the Subscription Shares and should not be read by Subscription Shareholders 
as a recommendation to exercise their subscription rights or otherwise. In this 
respect, if you require advice, you should contact an independent financial 
adviser authorised pursuant to the Financial Services and Markets Act 2000. The 
full terms of the Subscription Shares are contained within Part IV of the 
Prospectus issued on 3 September 2009 which can be obtained from BlackRock 
Investment Management (UK) Limited, 12 Throgmorton Avenue, London EC2N 2DL, 
telephone [phone] 
 
Yours faithfully, 
K.V. Higgins 
for and on behalf of 
BlackRock Investment Management (UK) Limited 
Company Secretary 
 
Past performance is not a guide to future performance. Changes in the rates of 
exchange between currencies may cause the value of investments to fluctuate. 
Shares in the developing and emerging markets in which the Company invests, can 
prove volatile and this may be reflected in the Company's share price. The 
price of shares and any income from them may fall as well as rise and is not 
guaranteed. The investor may not get back the original amount invested. This 
document does not constitute an offer or invitation to purchase shares in the 
Company. 
 
                           THE THROGMORTON TRUST PLC 
 
                                 (the Company) 
 
Procedures applicable for the final exercise of subscription rights attached to 
Subscription Shares held in uncertificated form (i.e. in CREST) 
 
In accordance with the terms of the Subscription Shares contained within Part 
IV of the Prospectus issued on 3 September 2009, the Directors have determined 
that, the following procedure shall apply in the case of Subscription Shares 
which are held in uncertificated form at the time when the subscription rights 
attached thereto are exercised. 
 
1        In order to exercise subscription rights conferred by 
         uncertificated Subscription Shares, an "Uncertificated 
         Subscription Notice" must be received as specified below and the 
         Company must have received a remittance for the subscription price 
         for the ordinary shares in respect of which the subscription 
         rights are exercised by no later than 2.00 p.m. on the business 
         day prior to the relevant Subscription Date (as defined in the 
         Prospectus issued on 3 September 2009), the relevant Subscription 
         Date for the purposes of this notification being 31 October 2011. 
         Please note the last opportunity for receipt of Unmatched Stock 
         Event (USE) instructions by CREST for settlement will be 2.00 p.m. 
         on Friday 28 October 2011. 
 
2        The form of the Uncertificated Subscription Notice must be as 
         follows: 
 
         A USE instruction (as defined in the CREST Reference Manual) 
         which, on its settlement, will have the effect of transferring the 
         number of Subscription Shares conferring the subscription rights 
         which are being exercised from the relevant CREST stock account of 
         the holder of the Subscription Shares to the CREST stock account 
         of the receiving agent of the Company, Computershare Investor 
         Services PLC (the Receiving Agent), under the participant ID 
         specified in paragraph 3(iv) below. 
 
3        The USE instruction must be properly authenticated in accordance 
         with the requirements of Euroclear UK & Ireland Limited 
         (Euroclear) and must contain, in addition to any other information 
         necessary for settlement in CREST, the following details: 
 
         (i)    The number of Subscription Shares conferring the 
                subscription rights which are being exercised. 
 
         (ii)   The participant ID of the holder of the Subscription 
                Shares. 
 
         (iii)  The member account ID of the holder of the Subscription 
                Shares, being the account to which the Subscription Shares 
                concerned are to be debited. 
 
         (iv)   The participant ID of the Receiving Agent, which is 0RA52. 
 
         (v)    The member account ID of the Receiving Agent which is 
                WARTHROG. 
 
         (vi)   The corporate action ISIN, which GB00B44STM29. 
 
         (vii)  The corporate action number (this number will be shown in 
                the Corporate Action details displayed by CREST). 
 
         (viii) The intended settlement date. This must be on or before the 
                business day prior to the relevant Subscription Date (being 
                28 October 2011). 
 
         (ix)   If payment of the subscription price is made in the manner set 
                out in paragraph 6(b) below, a reference number, selected by 
                the CREST member, must be entered in the shared note field of 
                the USE instruction. The payment referred to in paragraph 6(b) 
                below must also be identified with that reference number, 
                together with the CREST members participant ID and member 
                account ID referred to in paragraphs 3(ii) and (iii) above. 
 
4.       In order for an Uncertificated Subscription Notice to be valid: 
 
         (a)    the USE instruction must comply with the requirements 
                specified in paragraph 3 above and must have settled on or 
                before 2.00 p.m. on the business day prior to the relevant 
                Subscription Date (being 28 October 2011 for the purposes 
                of this notification); and 
 
         (b)    the Company must have received a remittance for the 
                subscription price for the ordinary shares in respect of 
                which the subscription rights are exercised by not later 
                than 2.00 p.m. on the business day prior to the relevant 
                Subscription Date, as mentioned in paragraph 6 below. 
 
5        CREST members and (where applicable) their CREST sponsors should 
         note that Euroclear does not make available special procedures in 
         CREST for any particular corporate action. Normal system timings 
         and limitations will apply in relation to the input and settlement 
         of a USE instruction. It is the responsibility of the CREST member 
         to take (or to procure that the CREST member's sponsor takes) such 
         action as shall be necessary to ensure that a valid Uncertificated 
         Subscription Notice is received as stated above and has settled 
         not later than 2.00 p.m. on the business day prior to the relevant 
         Subscription Date (being 28 October 2011). In this connection, 
         CREST members are referred to the CREST Reference Manual 
         concerning practical limitations of the CREST system and timings. 
         However, under current CREST timings, a USE instruction to 
         transfer uncertificated Subscription Shares will not settle after 
         2.00 p.m. 
 
6.       (a)     Payment of the subscription price may be made by means of 
                 the USE instruction generating an assured payment 
                 obligation in favour of the Receiving Agent of an amount 
                 equal to the subscription price. 
 
         (b)     Alternatively, the CREST member may make payment of the 
                 subscription price outside CREST by sending the payment to 
                 the Receiving Agent. In that event, however, the payment 
                 must be identified with the reference number referred to 
                 in paragraph 3(ix) above and the participant ID and member 
                 account ID of the CREST member referred to in paragraphs 3 
                 (ii) and (iii) above. If the payment is not so identified, 
                 the Company shall be entitled to treat the Uncertificated 
                 Subscription Notice as invalid. 
 
7.       The sending of an Uncertificated Subscription Notice by or on 
         behalf of a CREST member will constitute: 
 
         (a)     a request that the ordinary shares which the CREST member 
                 is entitled to subscribe for be issued to such CREST 
                 member on the terms set out in the letter accompanying 
                 these procedures and subject to the full terms of the 
                 Subscription Shares contained within Part IV of the 
                 Prospectus issued on 3 September 2009; 
 
         (b)     an undertaking to the Company to provide promptly to the 
                 Company and the Receiving Agent such information as may be 
                 specified by the Company or the Receiving Agent as being 
                 required for the purpose of compliance with The Money 
                 Laundering Regulations 2007 as from time to time amended 
                 (the Money Laundering Regulations); and 
 
         (c)     an undertaking and warranty to the Company that the CREST 
                 member is not in the United States and will not offer, 
                 sell, renounce, transfer or deliver, directly or 
                 indirectly, the ordinary shares subscribed for in the 
                 United States or to a US Person (United States and US 
                 Person having the meanings given in paragraph 8(d) below). 
 
8.       The Company may in its sole discretion: 
 
         (a)     treat as valid (and binding on the CREST member concerned) 
                 an Uncertificated Subscription Notice which does not 
                 comply in all respects with the requirements as to 
                 validity set out above; 
 
         (b)     accept an alternative properly authenticated 
                 dematerialised instruction from a CREST member or (where 
                 applicable) a CREST sponsor as constituting a valid 
                 Uncertificated Subscription Notice subject to such terms 
                 and conditions as the Company may determine; 
 
         (c)     treat a USE instruction (or alternative instruction 
                 referred to in paragraph 8(b) above) as not constituting a 
                 valid Uncertificated Subscription Notice if, at the time 
                 when the Receiving Agent receives the information 
                 contained in such instruction, either the Company or the 
                 Receiving Agent shall have received actual notice from 
                 Euroclear of any of the matters specified in Regulation 35 
                 (5)(a) of the Uncertificated Securities Regulations 2001 
                 (SI 2001 No.3755) as from time to time amended in relation 
                 to such properly authenticated dematerialised instruction. 
                 These matters include notice that any information 
                 contained in the instruction is incorrect or notice of 
                 lack of authority to send the instruction; 
 
         (d)     treat a USE instruction (or alternative instruction 
                 referred to in paragraph 8(b) above) as not constituting a 
                 valid Uncertificated Subscription Notice where it is given 
                 by or on behalf of a US Person. For this purpose "US 
                 Person" means any person or entity defined as such in Rule 
                 902(o) under the Securities Act of 1933 (as amended) and, 
                 without limiting the generality of the foregoing, US 
                 Person includes a resident of the United States, a 
                 corporation, partnership or other entity created or 
                 organised in or under the laws of the United States and an 
                 estate or trust, if any executor, administrator or trustee 
                 is a US Person, but shall not include a branch or agency 
                 of a United States bank or insurance company that is 
                 operating outside the United States for valid business 
                 reasons as a locally regulated branch or agency engaged in 
                 the banking or insurance business and "United States" 
                 means the United States of America (including the States 
                 and the District of Columbia), its territories, its 
                 possessions and other areas subject to its jurisdiction; 
                 or 
 
         (e)     accept an alternative instruction or notification from a 
                 CREST member or, where applicable, a CREST sponsor, or 
                 extend the time for settlement of a USE instruction or any 
                 alternative instruction or notification in the event that, 
                 for reasons outside the control of the CREST member or 
                 CREST sponsor concerned, the CREST member or CREST sponsor 
                 is unable to send a valid Uncertificated Subscription 
                 Notice to Euroclear as specified above. 
 
9.       An Uncertificated Subscription Notice is sent entirely at the risk 
         of the holder of the Subscription Shares concerned and the Company 
         accepts no liability for any failure of the CREST system. 
 
10.      Where subscription rights conferred by uncertificated Subscription 
         Shares are exercised, the ordinary shares subscribed for will, 
         subject to the Money Laundering Regulations and subject as may 
         otherwise be determined by the Directors of the Company, be issued 
         in uncertificated form and the Company will as soon as practicable 
         notify Euroclear of the ordinary shares issued following such 
         exercise. This will result in the stock account in CREST of the 
         CREST member concerned being credited with the relevant number of 
         ordinary shares. The account which will be so credited will be the 
         same member account as that to which the relevant Subscription 
         Shares have been debited in consequence of such exercise. 
         Notwithstanding the above, the Company reserves the right to issue 
         such ordinary shares in certificated form if it so decides. It 
         should be noted that where subscription rights attached to 
         uncertificated Subscription Shares are exercised, it is not 
         possible to nominate another person as the allottee of all or any 
         of the ordinary shares thereby subscribed. 
 
If you have any enquiries regarding the procedure described above, these should 
be referred, in the case of CREST sponsored members, to their CREST sponsor 
and, in the case of other CREST members including CREST sponsors, to the 
Receiving Agent at the following address: 
 
Computershare Investor Services PLC 
Computershare Priority Application 
Corporate Actions 
Bristol 
BS99 6AJ 
Telephone no. : 0870 707 4016 
 
Enquiries: 
 
BlackRock Investment Management (UK) Limited 
Kerry Higgins - [phone] 
 
Oriel Securities 
Joe Winkley - [phone] 
Gareth Price 
 
 
 
END