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Name | Symbol | Market | Type |
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Jpm.clav.7%br | LSE:01PH | London | Bond |
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RNS Number:5401V Fleming Claverhouse Inv Trust PLC 11 December 2000 11 December 2000 THE FLEMING CLAVERHOUSE INVESTMENT TRUST PLC (THE "COMPANY") PROPOSED PLACING AND OFFER FOR SUBSCRIPTION OF NEW ORDINARY SHARES SUMMARY -THE ISSUE The Board of the Fleming Claverhouse Investment Trust plc (the "Company") announces proposals for the Company to raise additional funds through a Placing, to be carried out by Deutsche Bank, and Offer for Subscription (together the "Issue"). - It is expected that there will be demand for New Ordinary Shares from Fleming Managed Growth PLC, an investment trust, also managed by Chase Fleming, which invests a large proportion of its portfolio in the Company. New Ordinary Shares will also be available to existing Shareholders and to new investors. - The Issue Price will be at a premium of 2.25 per cent. to the Net Asset Value per Share on the Calculation Date. - The proposed Issue is conditional on Shareholder approval at an Extraordinary General Meeting and on the admission of the New Ordinary Shares to the Official List by the UK Listing Authority and to trading on the London Stock Exchange. A Shareholder Circular and an Issue Note are being published and posted to Shareholders. A Shelf Document is also being made available. REASONS FOR THE ISSUE The performance of the Company since its launch and the premium to net asset value at which the Ordinary Shares have, on average, traded suggest that, in the opinion of the Directors, there would be support for an issue of additional Shares in the Company. This support comes from two sources: - First, there is demand from Fleming Managed Growth ("FMG"). FMG is an investment trust which aims to provide long-term capital growth from investing in the range of investment trusts managed by Chase Fleming. As at 5 December 2000, 38.7 per cent. of FMG's portfolio was invested in the Company's Ordinary Shares. Because of a recent issue of new shares by Fleming Managed Growth, FMG will, in turn, generate additional demand for the Company's Ordinary Shares. The level of this demand for the Company's Ordinary Shares is such that FMG is unlikely to be able to satisfy it by acquiring Shares in the secondary market, and would instead welcome the opportunity to acquire New Ordinary Shares issued by the Company. - Secondly, the Directors believe that in addition to issuing New Ordinary Shares to FMG, it is also worthwhile extending this opportunity to existing Shareholders and new investors. The premium at which the Company's Shares trade, on average, indicates that there is demand for a managed exposure to a portfolio of UK companies with the potential for long-term growth in profits and dividends. The proceeds of the Issue will be invested in accordance with the Company's investment policy. The Directors expect that the costs of the Issue will be less than the aggregate premium at which the New Ordinary Shares are being issued. If there is insufficient demand to cover the costs of the Issue, Chase Fleming will meet the shortfall such that there is no reduction in the Net Asset Value attributable to Shares held by existing Shareholders. ADVANTAGES OF THE ISSUE FOR EXISTING SHAREHOLDERS The advantages of the Issue are expected to be as follows: - an increase in the number of Ordinary Shares in issue should broaden the Shareholder base and improve the liquidity of the Ordinary Shares; - an increase in the size of the Company will result in the Company's fixed costs (such as operating expenses) being spread over a greater number of Ordinary Shares. As a result, the Company's total expense ratio will be reduced; and - issuing the New Ordinary Shares will produce a modest increase in the NAV per Ordinary Share attributable to the enlarged issued share capital immediately following the Issue. The Issue Price has been set at a level which, after payment of the costs of the Issue and the costs of investing the proceeds of the Issue, should produce such an increase. THE NEW ORDINARY SHARES The Directors expect to pay dividends in respect of the financial year ending 31 December 2000 which would amount to at least 7.45p per Ordinary Share. These figures are estimated dividends only and are not intended to be, nor should be taken as, forecasts of profits. The first dividend for which the New Ordinary Shares will rank will be the dividend expected to be paid on 1 March 2001 being the fourth interim dividend in respect of the year ending 31 December 2000. The New Ordinary Shares issued pursuant to the Proposals will rank pari passu in all respects with the existing Ordinary Shares from the date of issue. THE PLACING AND OFFER FOR SUBSCRIPTION Deutsche Bank has entered into a placing and offer for subscription agreement with the Company under which, inter alia, it has agreed to make the Offer for Subscription and to use its reasonable endeavours to procure investors to subscribe for New Ordinary Shares at the Issue Price pursuant to the Placing. It is expected that the Placing will be with a small number of counterparties. The Placing and Offer for Subscription are not being underwritten with respect to any of the New Ordinary Shares and will close on 4 January 2001. The Issue is of up to 25,000,000 New Ordinary Shares. However, it is not expected that the maximum number of shares will be issued. On 5 December 2000 FMG issued 90.8m conversion shares of #1 each. By way of illustration only, if FMG were to maintain its current weighting of 38.7 per cent. in the Company this would generate demand for up to #35m of the Company's Shares to be satisfied either through the Placing and Offer for Subscription or through the secondary market. EXTRAORDINARY GENERAL MEETING An Extraordinary General Meeting of the Company will be held at 12.00 noon on Wednesday, 3 January 2001. A special resolution will be proposed to grant the Directors authority under Section 80 of the Companies Act 1985 to allot the relevant securities and to allot them other than in accordance with the pre-emption provisions of section 89 of the Companies Act 1985. APPLICATION AND DEALINGS Application has been made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List and to the London Stock Exchange for such Shares to be admitted to trading on the London Stock Exchange. It is expected that dealings in the New Ordinary Shares will commence on 10 January 2001. ENQUIRIES The Fleming Claverhouse Investment Trust plc 020 7742 3408 Jonathan Latter Chase Fleming Asset Management (UK) Limited John Lipscomb 020 7742 3435 Natasha Ginks 020 7742 3413 Deutsche Bank 020 7545 8000 Simon Colson Mark Bloomfield This announcement, for which the directors of The Fleming Claverhouse Investment Trust plc are solely responsible, has been approved by Deutsche Bank, solely for the purposes of section 57 of the Financial Services Act 1986. Deutsche Bank, which is regulated by The Securities and Futures Authority Limited, is acting for The Fleming Claverhouse Investment Trust plc and is not acting for any other persons and will not be responsible to such other persons for providing the protections afforded to customers of Deutsche Bank or advising them in relation to the proposals. DEFINITIONS Calculation the date on which the Net Asset Value will be calculated, which is Date expected to be the close of business on 4 January 2001 Chase The Chase Manhattan Corporation and its subsidiaries, subsidiary Fleming undertakings and associated companies Deutsche Deutsche Bank AG London Bank Directors the board of directors of the Company Issue Note the Issue Note dated 8 December 2000 of the Company Issue Price an amount per New Ordinary Share equal to 102.25 per cent. of the NAV of an Ordinary Share on the Calculation Date Net Asset the net asset value of an Ordinary Share calculated in accordance Value or NAV with the Company's accounting policies New Ordinary the new Ordinary Shares to be issued pursuant to the Issue Shares Offer for the offer for subscription to the public of the New Ordinary Subscription Shares described in the Shelf Document and Issue Note Ordinary ordinary shares of 25p each in the capital of the Company Shares Placing the conditional placing by Deutsche Bank of the New Ordinary Shares described in the Issue Note Shareholders holders of Ordinary Shares Shares New Ordinary Shares or existing Ordinary Shares as the context may require Shelf the Shelf Document dated 8 December 2000 relating to the Company Document published on the website of the UK Listing Authority UK Listing the Financial Services Authority acting in its capacity as the Authority competent authority for the purposes of Part IV of the Financial Services Act 1986 (as amended)
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