Tender Offer

RNS Number:8153J
Thompson Clive Investments PLC
09 April 2003


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 #5 million to
Shareholders by way of a tender offer at net asset value.

Introduction

The Board announced with the preliminary results for the year ended 31 December
2002 which were published on 26 March 2003, a Tender Offer to return up to #5
million of capital profits to Shareholders. The Tender Offer forms part of the
ongoing investment policy to maximise value for Shareholders in the prevailing
market circumstances as announced on 28 October 2002.

Shareholders are aware that under the revised portfolio strategy there will be
no new investment in quoted companies and, until June 2003, only very limited
investment in unquoted companies with which there are existing negotiations. 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 task of the board. In the course of this process and when sufficient
liquid resources have been accumulated there will be further tender offers.
Prospects for the portfolio are dependent upon market conditions which have
continued to deteriorate.

The Tender Offer

The Board proposes to return up to #5 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 #5 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 7 April 2003 the Tender Price
    would have been #3.947 and the Entitlement would have been equal to
    approximately 11.46 per cent. of Shareholders' registered holdings.

Further details of the Tender Offer

Providing the Resolution is passed, up to #5 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. 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 7 April 2003, the Resolution passed and the Tender Offer taken up in full,
the Tender Price would have been #3.947 per Share resulting in an Entitlement
equal to approximately 11.46 per cent. of the Shares registered in each
Shareholder's name on such date. On this illustrative basis, a total of
1,266,717 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 7 April 2003, amounting to
#3.957 per Share, as adjusted at the Calculation Date.

Adjustments to the 7 April 2003 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 7 April 2003, the costs of the
Tender Offer would have amounted to #108,000, of which #73,000 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 7 April 2003 of #3.957, the resulting Tender Price, as at
7 April 2003, would therefore have been #3.947. 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 7 May
2003.

Dividend

The board has recommended a final dividend of 11.0 pence per share which,
subject to the Shareholders' approval, will be payable on 6 June 2003 to
Shareholders on the register as at 2 May 2003.

Directors' intentions

The Directors intend to vote in favour of the Resolution in respect of their own
beneficial holdings totalling 503,283 Shares (representing 4.6 per cent. of the
Company's issued share capital). All Directors will be tendering their full
personal allotment 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.

15.4(d)

EXPECTED TIMETABLE

Latest time and date for receipt of 
Tender Forms                                                 3.00pm on 2May 2003

Record Date for Tender Offer           Close of business in London on 2 May 2003

Latest time and date for receipt 
of Forms of Proxy for the                                  12.30pm on 4 May 2003
Extraordinary General Meeting

Extraordinary General Meeting                              12.30pm on 6 May 2003

                                            (or as soon thereafter as the Annual 
                                                        General Meeting has been 
                                                         concluded or adjourned)

Calculate Date for Tender Price      Close of business in New York on 6 May 2003

Result of Tender Offer, basis of 
Entitlement and Tender Price announced    By the close of business on 7 May 2003

Despatch of cheques for Tender Offer 
consideration in respect of sold certificated Shares                 12 May 2003

CREST accounts credited with Tender Offer consideration and          12 May 2003
any unsold uncertificated Shares

Balance certificates in respect of any unsold certificated        by 16 May 2003
Shares despatched


Enquiries:


Colin Clive / Richard Thompson          020 7535 4900
Thompson Clive

Angus Gordon Lennox                     020 7588 2828
Cazenove & Co. Ltd



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