Tender Offer

RNS Number:2434Q
Thompson Clive Investments PLC
26 September 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 #6 million to
Shareholders by way of a tender offer at net asset value.


Introduction

The Board announced with the interim results for the six months ended 30 June
2003, which were published on 18 August 2003, proposals for a Tender Offer to
return approximately #5 million of capital profits to Shareholders. As a result
of a cash distribution from an investee company this sum has now been increased
to up to #6 million. 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, through which a total of #19 million has, thus
far, been returned to Shareholders by way of three tender offers. This Tender
Offer will be the Company's fourth tender offer since 28 October 2002 and will,
if fully taken up, bring the total capital returned to Shareholders to #25
million.


Shareholders are aware that under the revised portfolio strategy there will be
no new investment in quoted companies and in unquoted companies. 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
Company in the current financial year are dependent upon market conditions which
have recently stabilised.


One of the unquoted portfolio companies, Genitope Corporation, announced on 11
September 2003 that it had set the terms of its initial public offering to sell
4.6 million common shares at $9-13 each. Given that the offering has not yet
taken place and is subject, if successful, to a 180 day lock up period, the
Company has maintained its valuation of $1.50 per share. The board of another
unquoted investment, PowerQuest Inc, has announced its intention, subject to
shareholder and regulatory approvals, to sell the company. Currently valued in
the portfolio at #1.2m, the sale proceeds are likely to be of the order of
#1.9-#2 million, 90% of which is payable on completion and 10% escrowed for one
year.


The Tender Offer

The Board proposes to return up to #6 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 #6 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 24 September 2003 the Tender
    Price would have been #4.308 and the Entitlement would have been equal to
    approximately 14.10 per cent. of Shareholders' registered holdings.



Further details of the Tender Offer

Providing the Resolution is passed, up to #6 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 24 September 2003, the Resolution passed and the Tender Offer taken up in
full, the Tender Price would have been #4.308 per Share resulting in an
Entitlement equal to approximately 14.10 per cent. of the Shares registered in
each Shareholder's name on such date. On this illustrative basis, a total of
1,392,649 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 calculated as at the Calculation
Date.


Assuming full take up of the Tender Offer, as at 24 September 2003, the costs of
the Tender Offer would have amounted to #115,175, of which #73,175 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 24 September 2003 of #4.320, the resulting
Tender Price, as at 24 September 2003, would therefore have been #4.308.


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 22 October 2003.


Change in valuation policy

The Board considers it appropriate, given that the Company is winding down, to
apply bid values in respect of listed investments rather than the middle market
values previously used.



Extraordinary General Meeting

The implementation of the Tender Offer requires the approval of Shareholders and
accordingly an Extraordinary General Meeting of the Company has been convened to
be held at 12.30 p.m. on 21 October 2003. At this meeting, the Resolution will
be proposed to enable the Tender Offer to be implemented.


Directors' intentions

The Directors intend to vote in favour of the Resolution in respect of their own
beneficial holdings totalling 446,606 Shares (representing 4.5 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.







                               EXPECTED TIMETABLE



Latest time and date for receipt of Tender Forms                          3:00 p.m. 17 October 2003


Record Date for Tender Offer                         close of business in London on 17 October 2003


Latest time and date for receipt of Forms of Proxy                    12:30 p.m. on 19 October 2003
For the Extraordinary General Meeting


Extraordinary General Meeting                                         12:30 p.m. on 21 October 2003


Calculation Date for Tender Price                  close of business in New York on 21 October 2003


Result of Tender Offer, basis of Entitlement and            by close of business on 22 October 2003
Tender Price announced
                                                   

Despatch of cheques for Tender Offer consideration in                               27 October 2003
Respect of sold certificated Shares


CREST accounts credited with Tender Offer consideration                             27 October 2003
And any unsold uncertificated Shares


Balance certificates in respect of any unsold certificated                     by  31  October 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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