Proxy Solicitation & Information Statement • Sep 1, 2017
Proxy Solicitation & Information Statement
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If you have sold or otherwise transferred all of your Ordinary Shares in Chelverton Growth Trust PLC, you should pass this document, together with all of the accompanying documents, as soon as possible, to the purchaser or transferee or to the other person through whom the sale or transfer was effected for transmission to the purchaser or transferee. This circular to Shareholders ("Circular") and all accompanying documents should not, however, be forwarded or transmitted in or into any Restricted Territories.
WH Ireland Limited is acting for the Company in connection with the Tender Offer and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WH Ireland Limited nor for providing advice in relation to the Proposals.
WH Ireland Limited to purchase up to 15 per cent. of the Ordinary Shares in issue of Chelverton Growth Trust PLC
and subsequent
to purchase its own Ordinary Shares from certain Minority Shareholders
Applications by Shareholders to tender Shares for purchase under the Tender Offer or the Buyback Offer may only be made on the applicable Tender/Buyback Form save that, in relation to the Tender Offer only, Shares held in uncertificated form (that is, in CREST) may be tendered by making a TTE Instruction.
The procedure for acceptance of the Tender Offer and the subsequent Buyback Offer is set out on pages 17 to 37 of this document and in the accompanying Tender/Buyback Form.
The Tender Offer and the Buyback Offer will each close at 3.00 p.m. on 18 September 2017 and will only be available to Shareholders on the Register at the close of business on 18 September 2017. Shareholders who hold their shares in certificated form wishing to tender Ordinary Shares for purchase in the Tender Offer and Minority Shareholders wishing to participate in the Buyback Offer should ensure that their completed Tender/Buyback Forms are returned by post or by hand (during normal business hours) to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR in all cases so as to arrive by no later than 3.00 p.m. on 18 September 2017. Shareholders who hold their Ordinary Shares in certificated form should also return their share certificate(s) and/or other documents of title covering the Ordinary Shares they are electing to tender or sell. Shareholders who hold Ordinary Shares in uncertificated form (that is, in CREST) who wish to participate in the Buyback should return the Tender/Buyback Form as described above. Shareholders who hold Ordinary Shares in uncertificated form (that is, in CREST who wish to participate in the Tender Offer should arrange for the Ordinary Shares they are electing to tender to be transferred into escrow as described in Part III and Part IV of this document.
Neither the Tender Offer nor the Buyback Offer is being made to Restricted Shareholders. In particular, the Tender Offer and the Buyback Offer are not being made, directly or indirectly, in or into or by the use of mail by any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States of America, nor is it being made directly or indirectly in or into Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan and the Tender Offer and Buyback Offer cannot be accepted by any such use, means, instrumentality or facility or from within such states.
| Page | ||
|---|---|---|
| Expected Timetable of Events | 4 | |
| Directors, Secretary and Advisers | 5 | |
| Definitions | 6 | |
| Part I | Letter from the Chairman | 10 |
| Part II | Letter from WH Ireland Limited | 15 |
| Part III | Terms and Conditions of the Tender Offer | 17 |
| Part IV | Terms and Conditions of the Buyback Offer | 29 |
| Part V | Taxation | 38 |
| Part VI | Additional Information | 40 |
| Expected Timetable of Events | |||
|---|---|---|---|
| Closing Date: latest time and date for receipt of Tender/Buyback Forms and CREST TTE instructions |
3.00 p.m. on 18 September 2017 | ||
| Record Date for the Tender Offer and Buyback Offer | close of business on 18 September 2017 | ||
| Calculation Date | close of business on 18 September 2017 | ||
| Result of Tender Offer and Buyback Offer announced | 21 September 2017 | ||
| Tender Price announced | 21 September 2017 | ||
| Cheques despatched and assured payments made through CREST by |
6 October 2017 | ||
| Balancing Ordinary Shares despatched through CREST by | 6 October 2017 | ||
| Balancing Ordinary Share certificates despatched by | 6 October 2017 |
| Directors | Kevin Allen (Chairman and non-executive director) David Horner (Non-executive director) Ian Martin (Non-executive director) |
|---|---|
| Registered Office | Suite 8 Bridge House Courtenay Street Newton Abbot TQ12 2QS |
| Company Secretary | ISCA Administration Services Limited |
| Financial Advisor | WH Ireland Limited 24 Martin Lane London EC4R 0DR |
| Auditor | Hazlewoods LLP Windsor House Barnett Way Barnwood Gloucester GL4 3RT |
| Solicitors to the Company | Charles Russell Speechlys LLP 5 Fleet Place London EC4M 7RD |
| Registrar | Share Registrars Limited The Courtyard 17 West Street Farnham Surrey GU9 7DR |
| Custodian | Jarvis Securities PLC 78 Mount Ephraim Tunbridge Wells Kent TN4 8BS |
| Website | www.chelvertonam.com |
The following definitions apply throughout this document unless the context otherwise requires:
| "Act" | Companies Act 2006, as amended |
|---|---|
| "AGM" | annual general meeting |
| "Articles of Association" |
the articles of association of the Company |
| "Basic Entitlement" | the entitlement of each Shareholder to tender up to 15 per cent. of Ordinary Shares registered in each Shareholder's name on the Record Date rounded down to the nearest whole number |
| "Board" or "Directors" | the directors of the Company |
| "Business Day" | any day other than a Saturday, Sunday or public holiday in England and Wales |
| "Buyback Offer" | the invitation by the Company to Minority Shareholders (other than Related Parties and Restricted Shareholders) to offer all (but not some) of their Ordinary Shares for purchase on the terms and subject to the conditions set out in this document and the Tender/Buyback Form |
| "Calculation Date" | as at the close of business on 18 September 2017, being the day on which the Company calculates the Tender Price for the purposes of the Tender Offer and the Buyback Offer |
| "certificated" or "in certificated form" |
not in uncertificated form |
| "Closing Date" | 3.00 p.m. on 18 September 2017 |
| "Company" | Chelverton Growth Trust PLC |
| "Court" | the High Court of Justice in England and Wales |
| "CREST" | a paperless settlement procedure in the United Kingdom enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument or stock transfer form and in respect of which Euroclear is the operator |
| "CREST Manual" | the Reference Manual issued by Euroclear dated September 2010 |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) |
| "CREST sponsor" | a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations) |
| "CTA 2010" | Corporation Tax Act 2010 |
|---|---|
| "Euroclear" | Euroclear UK & Ireland Limited |
| "Future Tender Offers'' | as defined in the penultimate paragraph under the section headed 'Introduction' in Part I of this Circular |
| "FSMA" | the Financial Services and Markets Act 2000, as amended |
| "GM" | a meeting of the Company as provided for in the Articles |
| "ITA 2007" | the Income Tax Act 2007 |
| "London Stock Exchange" |
London Stock Exchange plc |
| "Manager" | Chelverton Asset Management Limited |
| "member account ID" | the identification code or number attached to any member account in CREST |
| "Minority Shareholders" |
Shareholders holding up to 5,000 Ordinary Shares at the Record Date that are not Related Parties or Restricted Shareholders |
| "Net Asset Value" or "NAV" |
the total value of all of the assets of the Company less its liabilities as determined by the Board and calculated in accordance with the Company's accounting policies |
| "Net Asset Value per Ordinary Share" |
the Net Asset Value divided by the number of Ordinary Shares (other than Ordinary Shares held in treasury) then in issue |
| "Ordinary Shares" | ordinary shares of £0.01 each in the capital of the Company |
| "Overseas Shareholders" |
Shareholders who are resident in, or citizens of, territories outside the United Kingdom and not resident in, or citizens of, any of the Restricted Territories |
| "participant ID" | the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant |
| "the Proposals" or "Proposals" |
the Tender Offer and the subsequent Buyback Offer |
| "Receiving Agent" or "Registrars" |
Share Registrars Limited |
| "Record Date" | the close of business on 18 September 2017 |
| "Register" | the register of Shareholders |
| "Related Parties" | a related party as defined in Listing Rule 11.1.4 |
| "Repurchase Agreement" |
the agreement dated 1 September 2017 between the Company and WH Ireland relating to the repurchase by the Company on the London Stock Exchange of the Ordinary Shares purchased by WH Ireland pursuant to the Tender Offer as summarised in paragraph 2 of Part VI of this document |
||
|---|---|---|---|
| "Restricted Shareholders" |
the Shareholders who are resident in, or citizens of, a Restricted Territory | ||
| "Restricted Territories" | any of: Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa and the United States of America and any other jurisdiction into which the making of the Tender Offer, or the distribution of any of the documents relating to the Tender Offer would be contrary to local securities laws |
||
| "Settlement Date" | the date by which the consideration for Ordinary Shares purchased in the Tender Offer will be despatched by cheque or assured payment through CREST to the Shareholders entitled thereto, which is expected to be by 6 October 2017 |
||
| "Shareholders" | holders of Ordinary Shares | ||
| "Sterling" or "£" | the lawful currency of the United Kingdom | ||
| "Tender/Buyback Form" |
the tender/buyback form for use by Shareholders who hold their shares in certificated form in connection with the Tender Offer and subsequent Buyback Offer accompanying this document |
||
| "Tender NAV" | the NAV on the Calculation Date | ||
| "Tender NAV per Ordinary Share" |
the Tender NAV divided by the number of Ordinary Shares (other than Ordinary Shares held in treasury) in issue on the Calculation Date |
||
| "Tender Offer" | the invitation by WH Ireland to Shareholders (other than Restricted Shareholders) to tender Ordinary Shares for purchase on the terms and subject to the conditions set out in this document and in the Tender/Buyback Form |
||
| "Tender Offer Conditions" |
the conditions of the Tender Offer as specified in paragraph 2.1 of Part III of this document |
||
| "Tender Price" | a price per Ordinary Share equal to 92.5 per cent. of the Tender NAV per Ordinary Share as at the Calculation Date |
||
| "TFE Instruction" | a transfer from escrow instruction (as defined by the CREST Manual issued by Euroclear) |
||
| "Treasury" | the holding of the Company's own issued Ordinary Shares that it has bought but not cancelled |
||
| "TTE Instruction" | a transfer to escrow instruction (as defined by the CREST Manual issued by Euroclear) |
| "uncertificated" or "in uncertificated form" |
an Ordinary Share recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
|---|---|
| "United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
| "UK Listing Authority'' | the Financial Conduct Authority acting in its capacity as the competent authority for listing pursuant to Part VI of FSMA. |
| "WH Ireland" | WH Ireland Limited |
Unless otherwise stated in this document, all references to statute or other forms of legislation shall refer to statutes or forms of legislation of the UK.
(Incorporated and registered in England and Wales under the Companies Act 1985, with registered number 02989519; an investment company within the meaning of section 833 of the Companies Act 2006)
Directors (all of whom are non-executive): Kevin Allen David Horner Ian Martin
Registered office: Suite 8 Bridge House Courtenay Street TQ12 2QS
1 September 2017
Dear Shareholder
In order to provide shareholders with the opportunity to sell Ordinary Shares, the Directors have decided to implement this Tender Offer and subsequent Buyback Offer.
This document contains the formal terms of the Tender Offer and the Buyback Offer, together with details of how Shareholders (other than Restricted Shareholders) can tender Ordinary Shares for purchase, if they wish to do so. The Tender Offer and Buyback offer will be for a combined total of up to 15 per cent. of the Ordinary Shares currently in issue.
The current intention of the Board is to make further tender offers ("Future Tender Offers") in each subsequent calendar year on terms substantially similar to those applying to this Tender Offer. The Board will of course exercise its discretion as to whether any Future Tender Offer should be implemented and the terms thereof. In the event that a Future Tender Offer is made, the terms attaching to this Tender Offer may also apply (but subject to such modifications as set out in the communication relating to the same) by incorporation.
The intention of the Board in implementing the Buyback Offer is to allow Minority Shareholders the opportunity to realise the commercial value of their entire shareholding by way of an economically viable exit.
The key points of the Tender Offer are as follows:
The Tender Offer is for up to 15 per cent. of the Company's issued share capital;
The Tender Offer is conditional, inter alia, on valid tenders being received in respect of at least one per cent. of the Company's issued share capital by the Closing Date. The authority to effect the Tender Offer was taken at the AGM of the Company on 15 December 2016 and was announced to the London Stock Exchange on 15 December 2016.
Shareholders can choose:
Shareholders will be entitled to have up to 15 per cent. of their respective holdings purchased under the Tender Offer. Shareholders will be able to tender additional Ordinary Shares, but such tenders will only be satisfied, pro rata in proportion to the amount in excess of the Basic Entitlement tendered, to the extent that other Shareholders tender less than their Basic Entitlement.
Following completion of the Tender Offer, Minority Shareholders (i.e. those Shareholders holding up to 5,000 Ordinary Shares following the completion of the purchase of Ordinary Shares pursuant to the Tender Offer that are not Related Parties or Restricted Shareholders) will be entitled to sell all (but not some) of their Ordinary Shares to the Company pursuant to the terms of the Buyback Offer.
The key points of the Buyback Offer are as follows:
Shares purchased by the Company as part of the Buyback Offer will be purchased for the Tender Price.
No Minority Shareholders who are Related Parties or Restricted Shareholders may participate in the Buyback Offer.
The Company was incorporated on 8 November 1994. The Company's objective is to provide capital growth through investment in companies listed on the Official List and traded on AIM with a market capitalisation at the time of investment of up to £50 million, and which are believed by the Manager to be at a "point of change". The Company also invests in unquoted investments where it is believed that there is a likelihood of the shares becoming listed or traded on AIM or the investee company being sold. The Company's investment objective is to increase net asset value per share at a higher rate than other quoted smaller company trusts and the FTSE All-Share Index. It is the Company's policy not to invest in any listed investment companies (including listed investment trusts).
As at 31 July 2017, the Company held 13 investments, of which the largest 10 companies in the portfolio represented 93.11 per cent. of Shareholders' funds.
For the 11 month period ended 31 July 2017, the Company's net asset value rose by 28.76 per cent. and the share price fell by 23.17 per cent. These figures compare with the MSCI UK Small Cap CR Index which rose by 12.80 per cent. over the same period.
Please refer to the Annual Report in respect of the year ended 31 August 2016 for the Manager's Report and details on the key investments in the portfolio. A copy of the Annual Report can be downloaded from www.chelvertonam.com.
Shareholders on the Register on the Record Date will be invited to tender some or all of their Ordinary Shares to WH Ireland who will, as principal, purchase at the Tender Price the Ordinary Shares validly tendered (subject to the overall limits of the Tender Offer) and, following the completion of all those purchases, sell the relevant Ordinary Shares on to the Company at the Tender Price by way of an onmarket transaction. All transactions will be carried out on the London Stock Exchange and will be subject to the rules of the London Stock Exchange.
The Tender Offer is subject to certain conditions, and may be terminated in certain circumstances as set out in paragraph 7 of Part III of this document.
Shareholders' attention is drawn to the letter from WH Ireland set out in Part II of this document and to Part III of this document, which, together with the Tender/Buyback Form constitute the terms and conditions of the Tender Offer. Details of how Shareholders will be able to tender Ordinary Shares can be found in paragraph 3 of Part III of this document.
Minority Shareholders on the Register on the Record Date will be invited to sell all (but not some) of their Ordinary Shares to the Company who will purchase, as principal, at the Tender Price the Ordinary Shares eligible for sale by the Minority Shareholders and which are tendered by the Minority Shareholders. All transactions will be carried out on the London Stock Exchange and will be subject to the rules of the London Stock Exchange.
The Buyback Offer is subject to certain conditions, and may be terminated in certain circumstances as set out in paragraph 6 of Part IV of this document.
Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, withdrawn from the offer, charged or otherwise disposed of other than in accordance with the Tender Offer and the Buyback Offer.
Shareholders who are in any doubt as to the contents of this document or as to the action to be taken should immediately consult their stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under FSMA.
The Tender Offer and Buyback Offer are only available to Shareholders (other than Restricted Shareholders and, in the case of the Buyback Offer, Related Parties) in respect of the number of Ordinary Shares registered in those Shareholders' names on the shareholder register of the Company at close of business on the Record Date.
The costs relating to the Proposals, assuming the Tender Offer and the Buyback Offer are fully subscribed, are expected to be approximately £27,074 including VAT. The Tender Price will be 92.5 per cent. of the Tender Net Asset Value. On the basis that the Tender Offer is fully subscribed, costs are estimated to be approximately 3.951 per cent. of the Tender Net Asset Value and as a result of the Tender Price being at a discount to the Tender Net Asset Value, Shareholders should therefore expect the effect on the Net Asset Value per Ordinary Share to be marginally positive. If the Tender Offer is not fully subscribed, the costs of the Tender Offer may be lower due to savings in stamp duty.
Any Ordinary Shares repurchased pursuant to the Company's buy back powers will not be held in treasury and will be cancelled upon completion of the Proposals.
Shareholders who sell Ordinary Shares in the Proposals may, depending on their individual circumstances, incur a liability to taxation. Individual and trustee Shareholders resident in the UK should be aware that HM Revenue & Customs ("HMRC") may seek to treat part of the disposal proceeds of their Ordinary Shares as income.
The attention of Shareholders is drawn to Part IV of this document which sets out a general guide to certain aspects of current UK law and HMRC practice.
The ability of the Company to qualify as an investment trust under Chapter 4 to Part 24 of the CTA 2010 should not be affected by the Proposals.
Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult an appropriate professional adviser.
WH Ireland has received irrevocable undertakings from Kevin Allen, Chairman, David Horner and Ian Martin, each a Non-Executive Director, that they will not be tendering any of their Ordinary Shares, being 221,762 shares (representing 3.4775 per cent. of the Company's issued share capital), 557,197 shares (representing 8.7375 per cent. of the Company's issued share capital) and 1,200 shares (representing 0.0188 per cent. of the Company's issued share capital) respectively.
Related Parties and Restricted Shareholders will not be entitled to participate in the Buyback Offer.
Shareholders who hold their shares in certificated form who wish to participate in the Tender Offer and Minority Shareholders who also wish to participate in the Buyback Offer should complete the Tender/Buyback Form in accordance with the instructions set out therein and return the completed Tender/Buyback Form by post or by hand (during normal business hours) to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR to arrive as soon as possible after receipt of the Tender/Buyback Form and by no later than 3.00 p.m. on 18 September 2017. A reply-paid envelope for use in the United Kingdom is enclosed with the Tender/Buyback Form for your convenience.
Shareholders who hold Shares in CREST who wish to participate in the Tender Offer should comply with the procedures set out in the Part III of this document headed "Terms and Conditions of the Tender Offer" in respect of transferring uncertificated Shares in escrow through CREST. The TTE instruction must settle by no later than 3.00 p.m. on 18 September 2017.
The extent to which Shareholders participate in the Tender Offer is a matter for each Shareholder to decide, and will be influenced by their own individual financial and tax circumstances and their investment objectives. Shareholders should seek advice from their own financial adviser authorised under FSMA.
Yours faithfully,
Kevin Allen Chairman
1 September 2017
Dear Sir or Madam
As explained in the letter from your Chairman in Part I of this document, Shareholders are being given the opportunity to tender some or all of their Ordinary Shares for purchase in the Tender Offer, subject to the scaling back of tenders in excess of the Basic Entitlement on the basis set out below and in Part III of this document. The purpose of this letter is to summarise the principal terms and conditions of the Tender Offer, which should be read in conjunction with the Company's report and accounts.
WH Ireland accordingly hereby invites Shareholders on the Register on the Record Date to tender up to 15 per cent. of their holding of Ordinary Shares for purchase by WH Ireland for cash at the Tender Price. The Tender Price will be equal to 92.5 per cent. of the Tender NAV per Ordinary Share on the Calculation Date.
Each Shareholder will be entitled to have accepted in the Tender Offer valid tenders in respect of a Shareholder's Basic Entitlement. In addition, Shareholders may tender Ordinary Shares in excess of their Basic Entitlement but such excess tenders will only be satisfied to the extent that other Shareholders have not tendered all or any part of their Basic Entitlement, as the case may be.
Tenders in excess of the Basic Entitlement will be satisfied pro rata in proportion to the amount in excess of the Basic Entitlement tendered, rounded down to the nearest whole number of Ordinary Shares.
The Tender Offer is made on the terms and subject to the conditions set out in Part III of this document and the Tender/Buyback Form, the terms of which will be deemed to be incorporated in this document and form part of the Tender Offer.
Shareholders who hold their shares in certificated form who wish to tender Ordinary Shares should complete the Tender/Buyback Form in accordance with the instructions set out therein and return the completed Tender/Buyback Form by post or by hand (during normal business hours) to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, to arrive by no later than 3.00 p.m. on 18 September 2017.
Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) should arrange for their Ordinary Shares to be transferred to escrow as described in paragraph 3 of Part III of this document.
Shareholders who hold their Ordinary Shares in certificated form should also return the Ordinary Share certificate(s) and/or other document(s) of title in respect of the Ordinary Shares tendered with their Tender/Buyback Form.
Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.
Full details of the procedure for tendering Ordinary Shares are set out in Part III of this document and in the Tender/Buyback Form.
Tender/Buyback Forms which are received by the Receiving Agent after 3.00 p.m. on the Closing Date or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and returned to Shareholders or their appointed agent, together with any accompanying Ordinary Share certificate(s) and/or other document(s) of title.
WH Ireland reserves the right to treat as valid Tender/Buyback Forms which are not entirely in order and which are not accompanied (in the case of Ordinary Shares held in certificated form) by the relevant Ordinary Share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof.
The Tender Offer is conditional on the terms specified in paragraph 2 of Part III of this document.
The Tender Offer may be terminated in the circumstances described in paragraph 7 of Part III of this document.
Subject to the Tender Offer becoming unconditional, payment of the Tender Price due to Shareholders whose tenders have been accepted under the Tender Offer will be made by a Sterling cheque for Shareholders who hold their shares in certificated form or by assured payment through CREST for Shareholders who hold their shares in uncertificated form by 6 October 2017 (as set out in further detail in paragraph 4.3 of Part III of this document).
Your attention is drawn to the information contained in the rest of this document, including, in particular, the terms and conditions of the Tender Offer in Part III of this document and the terms and conditions of the Buyback Offer in Part IV of this document.
Yours faithfully,
Paul Shackleton Director, Corporate Finance
WH Ireland Limited | 24 Martin Lane | London | EC4R 0DR T: +44 (0)20 7220 1666 www.whirelandplc.com Authorised and regulated by the Financial Conduct Authority. Member of the London Stock Exchange. Registered in England at the above address. Registered No. 02002044.
2.1.2 WH Ireland being satisfied that the Company has paid an amount equal to the aggregate of the Tender Price for all successfully tendered Ordinary Shares into a designated account in accordance with the Repurchase Agreement;
2.1.3 the Tender Offer not having been terminated in accordance with paragraph 7 of this Part III prior to the fulfilment of the conditions referred to in sub-paragraphs 2.1.1 and 2.1.2 above; and
WH Ireland will not purchase any Ordinary Shares pursuant to the Tender Offer unless the Conditions have been satisfied. The Conditions, other than that contained in subparagraph 2.1.2 above, may not be waived by WH Ireland. If any Conditions have not been satisfied (or waived where they are capable of waiver) prior to the close of business on 18 September 2017 the Tender Offer, if not then completed, will lapse.
There are different procedures for application under the Tender Offer depending on whether your Shares are held in certificated or uncertificated form.
If you hold Shares in certificated form, you may apply only by completing and returning the Tender/Buyback Form in accordance with the procedure set out in paragraph 3.1 below. Additional Tender/Buyback Forms are available from Share Registrars Limited by telephone on 01252 821 390.
If you hold Shares in uncertificated form (that is, in CREST), you may apply only by TTE Instruction in accordance with the procedure set out in paragraph 3.4 below and, if those Shares are held under different account IDs, you should send a separate TTE Instruction for each member account ID.
If you are in any doubt as to how to complete the Tender/Buyback Form or as to the procedure for application under the Tender Offer, please contact Share Registrars Limited by telephone on 01252 821 390.
Please note that, for legal reasons, Share Registrars Limited is only able to provide information contained in this document, information relating to the Company's register of members and information regarding completion of forms and is unable to give advice on the merits of the Tender Offer or to provide legal, financial, tax or investment advice. You are reminded that, if you are a CREST Sponsored Member, you should contact your CREST sponsor before taking any action.
To tender your Ordinary Shares held in certificated form, (that is, not in CREST) you must complete, sign and return the Tender/Buyback Form in accordance with the instructions printed on the Tender/Buyback Form which shall be deemed to form part of the Tender Offer.
3.2 Return of Tender/Buyback Forms
The completed and signed Tender/Buyback Form should be sent either by post or by hand (during normal business hours) to Share Registrars Limited or by hand only (during normal business hours) to Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, so as to arrive no later than 3.00 p.m. on 18 September 2017. No Tender/Buyback Forms received after this time will be accepted. Reply paid envelopes are enclosed with the Tender/Buyback Forms. No acknowledgement of receipt of documents will be given and all documents sent to, from, by or on behalf of the Shareholder are sent at his/her own risk.
The completed and signed Tender/Buyback Form should be accompanied by the relevant Ordinary Share certificate(s) and/or other document(s) of title. If your Ordinary Share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent), the Tender/Buyback Form should nevertheless be completed, signed and returned as described above so as to be received by Share Registrars Limited not later than 3.00 p.m. on 18 September 2017 together with any Ordinary Share certificate(s) and/or other document(s) of title you may have available, accompanied by a letter stating that the (remaining) Ordinary Share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, not later than 3.00 p.m. on 18 September 2017.
The Registrars, acting as your agent, will effect such procedures as are required to transfer your Ordinary Shares to WH Ireland under the Tender Offer.
If you have lost your Ordinary Share certificate(s) and/or other document(s) of title, you should write to the Company's Registrars, Share Registrars Limited, for a letter of indemnity in respect of the lost Ordinary Share certificate(s) which, when completed in accordance with the instructions given, should be returned to Share Registrars Limited at the address referred to at the beginning of paragraph 3.2 so as to be received no later than 3.00 p.m. on 18 September 2017.
Notwithstanding the powers in paragraph 8.5 below, WH Ireland reserves the right to treat as valid only Tender/Buyback Forms which are received entirely in order by 3.00 p.m. on 18 September 2017, which are accompanied (in the case of Ordinary Shares held in certificated form) by the relevant Ordinary Share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof or (in the case of Ordinary Shares held in uncertificated form) by the relevant TTE Instruction. The Record Date for the Tender Offer is the close of business on 18 September 2017.
Notwithstanding the completion of a valid Tender/Buyback Form, the Tender Offer may terminate or lapse in accordance with the Terms and Conditions set out in this Part III.
The decision of WH Ireland as to which Ordinary Shares have been validly tendered shall be conclusive and binding on Shareholders who participate in the Tender Offer.
If the Ordinary Shares which you wish to tender are held in uncertificated form, you must take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Ordinary Shares which you wish to tender in the Tender Offer to an escrow balance, specifying Share Registrars Limited in its capacity as a CREST Receiving Agent under its participant ID (referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to escrow settles not later than 3.00 p.m. on 18 September 2017.
If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE Instruction to CREST Co in relation to the Ordinary Shares which you wish to tender.
You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to the other information that is required for the TTE Instruction to settle in CREST, the following details:
After settlement of the TTE Instruction, you will not be able to access the Ordinary Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by Share Registrars Limited as your agent until completion or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, Share Registrars Limited will transfer the Ordinary Shares which are accepted for purchase by WH Ireland to itself as your agent for onward sale to WH Ireland.
You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Ordinary Shares to settle prior to 3.00 p.m. on 18 September 2017. In connection with this, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
3.5 Deposits of Ordinary Shares into, and withdrawals of Ordinary Shares from, CREST normal procedures (including timings) apply in relation to any Ordinary Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Ordinary Shares or otherwise). Shareholders who are proposing to convert any such Ordinary Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Ordinary Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of Ordinary Share certificates and/or other documents of title or transfer to an escrow balance as described above) prior to 3.00 p.m. on 18 September 2017.
If you are in any doubt as to the procedures for tendering Ordinary Shares in CREST, if you are a registered Shareholder, please contact Share Registrars Limited by telephone on (if calling from the UK) 01252 821390, or (if calling from overseas) +44 1252 821390. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
uncertificated form (that is, in CREST), the Receiving Agent will provide instructions to Euroclear to transfer all Ordinary Shares held in escrow balances by TFE instruction to the original available balances to which those Ordinary Shares relate.
Settlement of the consideration to which any Shareholder is entitled pursuant to valid tenders accepted by WH Ireland:
The payment of any consideration to Shareholders for Ordinary Shares pursuant to the Tender Offer will be made only after the relevant TTE Instruction has settled or (as the case may be) timely receipt by the Receiving Agent of certificates and/or other requisite documents evidencing such Ordinary Shares, a properly completed and duly executed Tender/Buyback Form and any other documents required by the Tender Offer.
Each Shareholder by whom, or on whose behalf, a Tender/Buyback Form is executed or a TTE instruction is inputted irrevocably undertakes, represents, warrants and agrees to and with WH Ireland (for itself and as trustee for the Company) so as to bind him, his personal representatives, heirs, successors and assigns that:
5.1 the execution of the Tender/Buyback Form or input of a TTE instruction (which shall have effect as a tender under the Tender Offer) shall constitute an offer to sell to WH Ireland such Shareholder's Basic Entitlement or, if relevant, the number of Ordinary Shares inserted in Box 1B of the Tender/Buyback Form or included in the TTE instruction, in each case, on and subject to the terms and conditions set out or referred to in this document and the Tender/Buyback Form and that, once lodged, such offer shall be irrevocable;
5.6 if such Shareholder holds Ordinary Shares in certificated form, he, she or it will deliver to Share Registrars Limited their Ordinary Share certificate(s) and/or other document(s) of title in respect of the Ordinary Shares referred to in sub-paragraph 5.1 above, or an acceptable indemnity in lieu thereof, or will procure the delivery of such document(s) to such person as soon as possible thereafter and, in any event, no later than 3.00 p.m. on 18 September 2017;
5.7 such Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by WH Ireland (or its nominee) to be desirable, in each case to complete the purchase of the Ordinary Shares and/or to perfect any of the authorities expressed to be given hereunder;
6.1 Each Shareholder may tender some of or all of their holding of Ordinary Shares subject to the scaling back of tenders in excess of such Shareholder's Basic Entitlement on the basis provided for in paragraph 1.4 of this Part III. If (i) Section 1 of the Tender/Buyback Form or (ii) in WH Ireland' determination (in its absolute discretion) Section 1 in the case of Tender/Buyback Forms has not been validly completed, provided that the Tender/Buyback Form is otherwise in order and accompanied by all other relevant documents, the tender may be accepted as a valid tender in respect of the whole of the tendering Shareholder's Basic Entitlement.
those Ordinary Shares came. In any of these circumstances, Tender/Buyback Forms will cease to have any effect.
If the Company (acting through the Directors) shall, at any time prior to WH Ireland effecting the purchase as principal of the tendered Ordinary Shares pursuant to the Repurchase Agreement, notify WH Ireland in writing that in their opinion (i) as a result of any change in national or international financial, economic, political or market conditions, the cost of realisation of assets to fund the Tender Offer has become significantly more expensive since the date of this document; or (ii) in its reasonable opinion the completion of the purchase of Ordinary Shares in the Tender Offer could have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, WH Ireland and/or the Company shall be entitled at their complete discretion by a public announcement and the Company's subsequent written notice to Shareholders to withdraw the Tender Offer, and in such event the Tender Offer shall cease and determine absolutely.
WH Ireland or the Company. Under no circumstances should the delivery of this document or the delivery of any consideration pursuant to the Tender Offer create any implication that there has been no change in the assets, properties, business or affairs of the Company since the date of this document.
with the Tender Offer, as so doing will render invalid any related purported acceptance of the Tender Offer. Persons wishing to accept the Tender Offer should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to acceptance of the Tender Offer. Envelopes containing Tender/Buyback Forms should not be postmarked from a Restricted Territory or otherwise despatched to a Restricted Territory and accepting Shareholders must not provide Restricted Territory addresses for the remittance of cash or return of Tender/Buyback Forms.
The terms of the Tender Offer shall have effect subject to such non-material modifications or additions as the Company and WH Ireland may from time to time approve in writing. The times and dates referred to in this document may be amended by agreement between the Company and WH Ireland.
There are different procedures for application under the Buyback Offer depending on whether your Shares are held in certificated or uncertificated form.
If you hold Shares in certificated form, you may apply only by completing and returning the Tender/Buyback Form in accordance with the procedure set out in paragraph 2.1 below, Additional Tender/Buyback Forms are available from Share Registrars Limited by telephone on 01252 821 390.
If you hold Shares in uncertificated form (that is, in CREST), you will be required to convert your Shares from uncertificated form to certificated form in accordance with the procedure set out in paragraph 2.4 below and then complete and return the Tender/Buyback Form in accordance with the procedure set out in paragraph 2.1 to 2.3 below. Additional Tender/Buyback Forms are available from Share Registrars Limited by telephone on 01252 821 390.
If you are in any doubt as to how to complete the Tender/Buyback Form or as to the procedure for application under the Tender Offer, please contact Share Registrars Limited by telephone on 01252 821 390.
Please note that, for legal reasons, Share Registrars Limited is only able to provide information contained in this document, information relating to the Company's register of members and information regarding completion of forms and is unable to give advice on the merits of the Tender Offer or to provide legal, financial, tax or investment advice. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
If you are a Minority Shareholder, to sell your Ordinary Shares held in certificated form (including Shares which have been converted into certificated form in accordance with paragraph 2.4 below), you must complete, sign and return the section of the Tender/Buyback Form relating to the Buyback Offer in accordance with the instructions printed on the Tender/Buyback Form which shall be deemed to form part of the Buyback Offer.
The completed and signed Tender/Buyback Form should be sent either by post or by hand (during normal business hours) to Share Registrars Limited or by hand only (during normal business hours) to Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, so as to arrive no later than 3.00 p.m. on 18 September 2017. No Tender/Buyback Forms received after this time will be accepted. Reply paid envelopes are enclosed with the Tender/Buyback Forms. No acknowledgement of receipt of documents will be given and all documents sent to, from, by or on behalf of the Shareholder are sent at his/her own risk.
The completed and signed Tender/Buyback Form should be accompanied by the relevant Ordinary Share certificate(s) and/or other document(s) of title. If your Ordinary Share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent), the Tender/Buyback Form should nevertheless be completed, signed and returned as described above so as to be received by Share Registrars Limited not later than 3.00 p.m. on 18 September 2017 together with any Ordinary Share certificate(s) and/or other document(s) of title you may have available, accompanied by a letter stating that the (remaining) Ordinary Share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, not later than 3.00 p.m. on 18 September 2017.
The Registrars, acting as your agent, will effect such procedures as are required to transfer your Ordinary Shares to the Company under the Buyback Offer.
If you have lost your Ordinary Share certificate(s) and/or other document(s) of title, you should write to the Company's Registrars, Share Registrars Limited, for a letter of indemnity in respect of the lost Ordinary Share certificate(s) which, when completed in accordance with the instructions given, should be returned to Share Registrars Limited at the address referred to at the beginning of this paragraph 2.2 so as to be received no later than 3.00 p.m. on 18 September 2017.
Notwithstanding the powers in paragraph 7.5 below, the Company reserves the right to treat as valid only Tender/Buyback Forms which are received entirely in order by 3.00 p.m. on 18 September 2017, which are accompanied (in the case of Ordinary Shares held in certificated form) by the relevant Ordinary Share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof. The Record Date for the Buyback Offer is the close of business on 18 September 2017.
Notwithstanding the completion of a valid Tender/Buyback Form, the Buyback Offer may terminate or lapse in accordance with the Terms and Conditions set out in this Part III.
The decision of the Company as to which Ordinary Shares have been validly sold under the Buyback Offer shall be conclusive and binding on Minority Shareholders who participate in the Buyback Offer.
If the Ordinary Shares which you wish to sell as part of the Buyback Offer are held in uncertificated form, you will be required to withdraw your Ordinary Shares from CREST, and thereby convert your Ordinary Shares from uncertificated form to certificated form. Following the conversion of such shares into certificated form, in order to participate in the Buyback Offer, you will be required to submit a Tender/Buyback Form in the matter set out at paragraphs 2.1 to 2.3 of this Part IV set out above.
Shareholders who are proposing to convert any such Ordinary Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Ordinary Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Buyback Offer (in particular, as regards delivery of Ordinary Share certificates and/or other documents of title or transfer to an escrow balance as described above) prior to 3.00 p.m. on 18 September 2017.
If you are in any doubt as to how to complete the Tender/Buyback Form or as to the procedures for tendering Ordinary Shares in CREST, if you are a registered Shareholder, please contact Share Registrars Limited by telephone on (if calling from the UK) 01252 821390, or (if calling from overseas) +44 1252 821390. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
3.1.2 on 21 September 2017, the Company will make a public announcement of the Tender Price.
3.2 Delivery of cash to Shareholders for the Ordinary Shares to be purchased pursuant to the Buyback Offer will be made by the Receiving Agent. The Receiving Agent will act as agent for selling Shareholders for the purpose of receiving the cash and transmitting such cash to selling Shareholders. Under no circumstances will interest be paid on the cash to be paid by the Company or the Receiving Agent regardless of any delay in making such payment.
Settlement of the consideration to which any Shareholder is entitled pursuant to valid purchases pursuant to the Buyback Offer accepted by the Company will be made by way of cheque. Cheques for the consideration due will be despatched by Share Registrars Limited by first class post to the person or agent whose name and address is set out in Box 1 (or, if relevant, Box 3 of the Tender/Buyback Form). All cash payments will be made in Sterling by cheque drawn on a branch of a UK clearing bank by 6 October 2017.
The payment of any consideration to Shareholders for Ordinary Shares pursuant to the Buyback Offer will be made only after the timely receipt by the Receiving Agent of certificates and/or other requisite documents evidencing such Ordinary Shares, a properly completed and duly executed Tender/Buyback Form and any other documents required by the Buyback Offer.
Each Minority Shareholder by whom, or on whose behalf, a Tender/Buyback Form is executed for the purposes of participating in the Buyback Offer, irrevocably undertakes, represents, warrants and agrees to and with the Company so as to bind him, his personal representatives, heirs, successors and assigns that:
and/or other documents at the attorney's discretion in relation to the Ordinary Shares referred to in sub-paragraph 4.1 above in favour of the Company or such other person or persons as the Company may direct and to deliver such instrument(s) of transfer and/or other documents at the discretion of the attorney, together with the Ordinary Share certificate(s) and/or other document(s) relating to such Ordinary Shares, for registration within six months of the Buyback Offer becoming unconditional and to do all such other acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the Buyback Offer and to vest in the Company such Ordinary Shares;
4.12 the execution and delivery of the Tender/Buyback Form constitutes such Shareholder's submission to the jurisdiction of the Court in relation to all matters arising out of or in connection with the Buyback Offer or the Tender/Buyback Form. A reference in this paragraph 4 to a Shareholder includes a reference to the person or persons executing the Tender/Buyback Form and in the event of more than one person executing a Tender/Buyback Form, the provisions of this paragraph will apply to them jointly and to each of them.
when the procedures contained in these terms and conditions and in the Tender/Buyback Form are complied with. The Buyback Offer and all other offers will be governed by and construed in accordance with English law.
If the Company (acting through the Directors) shall, at any time prior to effecting its purchase of the Ordinary Shares pursuant to the Buyback Offer, consider in its opinion (i) as a result of any change in national or international financial, economic, political or market conditions the cost of realisation of assets to fund the Buyback Offer has become significantly more expensive since the date of this document; or (ii) in its reasonable opinion the completion of the purchase of Ordinary Shares in the Buyback Offer could have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Buyback Offer were to proceed, the Company shall be entitled in its complete discretion by a public announcement and the Company's subsequent written notice to Shareholders to withdraw the Buyback Offer, and in such event the Buyback Offer shall cease and determine absolutely.
7.2 Ordinary Shares purchased pursuant to the Buyback Offer will, following the completion of the Buyback Offer, be cancelled.
7.3 Minority Shareholders participating in the Buyback Offer will not be obliged to pay brokerage fees, commissions or transfer taxes or stamp duty in the UK on the purchase by the Company of Ordinary Shares pursuant to the Tender Offer.
otherwise distributed into a Restricted Territory, including to Shareholders with registered addresses in Restricted Territories. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute or send them in or into a Restricted Territory or use such mails or any such means, instrumentality or facility in connection with the Buyback Offer, as so doing will render invalid any related purported acceptance of the Buyback Offer. Persons wishing to accept the Buyback Offer should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to acceptance of the Buyback Offer. Envelopes containing Tender/Buyback Forms should not be postmarked from a Restricted Territory or otherwise despatched to a Restricted Territory and accepting Shareholders must not provide Restricted Territory addresses for the remittance of cash or return of Tender/Buyback Forms.
The terms of the Buyback Offer shall have effect subject to such non-material modifications or additions as the Company may from time to time approve in writing. The times and dates referred to in this document may be amended by the Company.
The following comments are intended only as a general guide to certain aspects of current UK law and HM Revenue & Customs (''HMRC'') published practice, which may be subject to change, and do not constitute tax advice. They are of a general nature and apply only to Shareholders who are resident and in the case of an individual, domiciled, for tax purposes in the UK (except where otherwise indicated) and who hold their Ordinary Shares beneficially as an investment. They do not address the position of certain classes of Shareholders such as dealers in securities, nor of investors who are exempt from UK tax or who hold their Ordinary Shares in an investment wrapper such as an ISA.
A Shareholder who sells Ordinary Shares in the Tender Offer should be treated, for the purposes of UK taxation, as having made a disposal. Accordingly, and subject to the comments in the remainder of this Part V, a UK resident individual Shareholder may, depending on their personal circumstances, be liable to capital gains tax (or, in the case of a corporate Shareholder, corporation tax on chargeable gains) in respect of any gain arising on sale. Individual Shareholders who are not resident in the UK for taxation purposes will not normally be liable to UK capital gains tax, with the exception of individual Shareholders who are considered "temporary non-residents". Any such Shareholders, together with Shareholders who are subject to tax in a jurisdiction other than the UK and those in any doubt as to the potential tax consequences resulting from a disposal of their Ordinary Shares should take appropriate professional advice before accepting the Tender Offer.
The Company has not submitted a clearance application to HMRC under either Part 13 to ITA 2007 (Tax Avoidance) or Part 15 to CTA 2010 (Transactions in securities) seeking confirmation that HMRC will not issue a notice counteracting a tax advantage obtained by a Shareholder as a consequence of the disposal of Ordinary Shares as part of the Tender Offer. The provisions relating to counteraction notices are not thought to apply generally in the context of the Tender Offer, as a transaction carried out for bona fide commercial reasons which does not involve as one of its main objects the obtaining of a tax advantage.
If HMRC were to issue a counteraction notice in the context of the Tender Offer, the effect of any such notice would be to treat some or all of the disposal proceeds received by a Shareholder as distributions of income for tax purposes rather than as capital gains.
Shareholders are advised to take independent advice as to the potential application of Part 13 to ITA 2007 (Tax Avoidance) and Part 15 to CTA 2010 (Transactions in securities) in the light of their own particular circumstances.
Shareholders will have no liability to UK stamp duty or stamp duty reserve tax in respect of the sale of their Ordinary Shares pursuant to the Tender Offer. Stamp duty at the rate of 0.5 per cent. of the Tender Price on the Ordinary Shares purchased will be payable by the Company as a result of the Tender Offer. The Tender Price will be 92.5 per cent. of the Tender NAV and costs including any stamp duty which is incurred will be deducted from the remaining 7.5 per cent. of the Tender NAV.
The UK tax treatment of a Minority Shareholder who sells Ordinary Shares in the Buyback Offer will depend on whether that Minority Shareholder is an individual or a corporate.
An individual Minority Shareholder will be treated, for the purposes of UK taxation, as having disposed of their Ordinary Shares (ordinarily that disposal will result in the Minority Shareholder realising neither a gain nor a loss, however this will be determined ultimately by the price at which the Ordinary Shares were originally subscribed at) and as having received a distribution (calculated by reference to the amount by which the aggregate Tender Price that the Minority Shareholder receives for his Minority Shares exceeds the amount accepted by HMRC to represent a return of the Minority Shareholder's capital).
An individual Minority Shareholder may, depending on his personal circumstances, be liable to income tax on the distribution received, once a tax-free allowance (currently the first £5,000 of dividend income received), which should be available to individual Minority Shareholders, has been taken into account, as set out in the following paragraph.
The liability of an individual Minority Shareholder paying tax at the basic rate will be equal to 7.5 per cent. of the gross distribution once the tax-free allowance has been taken into account. An individual Minority Shareholder liable to tax at the higher rate or the additional rate will, once the tax-free allowance has been taken into account, be required to account for tax on 32.5 per cent. or 38.1 per cent. of the gross distribution respectively. Distributions within the tax-free allowance do still count towards an individual Minority Shareholder's basic, higher or additional rate income tax bands and may therefore affect the rate of tax that the individual Minority Shareholder pays on the distribution received in excess of the tax-free allowance.
A corporate Minority Shareholder within the charge to UK corporation tax who sells Ordinary Shares in the Buyback Offer should be treated, for the purposes of UK taxation, as having made a disposal. Accordingly, a corporate Minority Shareholder may be required to account for UK corporation tax on chargeable gains realised on sale, which will be calculated by reference to the aggregate Tender Price that such Minority Shareholder receives for its Ordinary Shares. From 1 April 2015, the corporation tax rate for company profits is 20 per cent.
Stamp duty at the rate of 0.5 per cent. of the Tender Price on the Ordinary Shares repurchased as part of the Buyback will be payable by the Company as a result of the Buyback Offer, however that liability will not fall on the Ordinary Shareholders who are referred to paragraph 7.3 of Part IV above.
If you are in any doubt as to your taxation position you should take appropriate professional advice without delay. The information relating to taxation set out above is a general guide and is not exhaustive. It is based on law and practice currently in force in the UK which is subject to change.
The Company has a general authority granted by special resolution passed at the AGM held on 15 December 2016 to purchase shares up to 14.99 per cent. of the issued ordinary share capital of the Company. Subject to market conditions, the Board will consider using this general authority from time to time to make on-market share repurchases in order to return further capital to Shareholders.
Shareholders should also note that for any share buybacks conducted pursuant to this general authority, the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is, in respect of a share contracted to be purchased on any day, the higher of (i) an amount equal to 105 per cent. of the average of the middle market quotations for Ordinary Shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the contract of purchase is made; and (ii) the price stipulated by Article 5 (1) of the Buy-back and Stabilisation Regulation (ECNo. 2273/2003). The minimum price will not be below the nominal value of £0.01 per Ordinary Share. Purchases of Ordinary Shares pursuant to this general share buyback authority will be financed out of the Company's distributable reserves.
Purchases of Ordinary Shares under the share buyback authority will only be made through the market and otherwise in accordance with guidelines established from time to time by the Board.
The Company may utilise such general share buyback authority by either a single purchase or a series of purchases, as and when market conditions are appropriate, with the aim of maximising the benefit to the remaining Shareholders.
Repurchase Agreement
The Repurchase Agreement between the Company and WH Ireland is dated 1 September 2017. Under this agreement, the parties agree that, subject to the Tender Offer becoming unconditional in all respects and not lapsing or terminating in accordance with its terms, WH Ireland shall, as principal, purchase, on-market, at the Tender Price, Ordinary Shares successfully tendered up to a maximum of 15 per cent. of the Ordinary Shares in issue.
The Company has agreed that, as soon as practicable following the purchase by WH Ireland of all Ordinary Shares which it has agreed to purchase under the terms of the Repurchase Agreement (and in any event by no later than the business day following such sale and purchase), the Company will purchase from WH Ireland such Ordinary Shares at the Tender Price.
The agreement also contains representations and warranties from the Company in favour of WH Ireland and incorporates an indemnity in favour of WH Ireland in respect of any liability which it may suffer in relation to its performance under the Tender Offer.
WH Ireland has agreed that it will not vote in respect of any Ordinary Shares it holds pursuant to the Repurchase Agreement.
| BOX 1 | Number of Ordinary Shares held at 23 August 2017 |
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|---|---|---|---|---|
| Your Basic Entitlement based on the above |
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| Investor ID | ||||
| Form: | Please enter here a daytime telephone number (including STD Code) where you can be contacted in the even of any query arising from completion of this |
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| If you wish to tender your Basic Entitlement, place a cross in Box 1A. If you wish to tender a number of Ordinary Shares other than your Basic Entitlement, insert such number in Box 1B. If you will hold 5,000 Ordinary Shares or less on 18 September 2017, and wish to participate in the Buyback Offer, insert the word 'BUYBACK' in Box 1A. |
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| Box 1A | Box 1B | |||
| BOX 2 EXECUTION BY INDIVIDUAL SHAREHOLDERS: IN THE CASE OF JOINT HOLDERS ALL MUST SIGN: Signed and delivered as a Deed by: Witnessed by: Name and Address (BLOCK Signature: CAPITALS) of Witness |
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| Note: The Witness must be over 18 years of age and must not be one of the registered holders or otherwise have any financial interest in the Ordinary Shares. The same witness may witness each signature of the joint registered holders. EXECUTION BY A COMPANY Executed and delivered as a deed by the company named below: |
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| Name of Company: | ||||
| Acting by: | ||||
| Signature of Director: | ||||
| Signature of Director/Secretary:* | ||||
| * Delete as appropriate | ||||
Box 3 ADDRESS TO WHICH CONSIDERATION /DOCUMENTS ARE TO BE SENT (IF NOT THE ADDRESS SHOWN IN BOX1 ABOVE).
Name:
Address (including post code):
● Place a cross in Box 1A to tender your Basic Entitlement as at the Record Date.
●If you wish to tender a number of Ordinary Shares other than your Basic Entitlement, insert such number in Box 1B.
● If the number of Ordinary Shares tendered is LESS than your Basic Entitlement, such tender will be accepted for that amount of Ordinary Shares which you have tendered.
● If the number of Ordinary Shares tendered is MORE than your Basic Entitlement, such tender in excess of your Basic Entitlement will only be satisfied to the extent that other Ordinary Shareholders have not tendered all or part of their Basic Entitlement. Tenders in excess of the Basic Entitlement will be satisfied pro rata in proportion to the amount in excess of the Basic Entitlement tendered, rounded down to the nearest whole number of Ordinary Shares.
● If you will hold 5,000 Ordinary Shares or less on 18 September 2017, and wish to participate in the Buyback Offer, insert the word 'BUYBACK' in Box 1A.
● You must also sign Box 2 in the presence of a witness who must also sign in Box 2 stating his or her name. You should also complete Box 3 if appropriate.
● If you do not place a cross in Box 1A or alternatively, if you insert the word "ALL" in Box 1A, and no number of Ordinary Shares is inserted in Box 1B and you sign Box 2, you will be deemed to have accepted the Tender Offer in respect of your Basic Entitlement.
You MUST SIGN in Box 2 in the presence of an independent witness who should also sign where indicated and add his or her name. In the case of a joint holding, all joint holders must sign and their signatures must be witnessed.
The witness must be over 18 years of age and should not be one of the joint registered holders (if any) or otherwise have any financial interest in the Ordinary Shares or in the proceeds resulting from a successful tender. The same person may witness the signature of one or more of the joint holders.
Two directors or a director and the secretary may sign this Tender/Buyback Form on behalf of a company incorporated in the UK. If the holder is a company incorporated outside the UK, it may sign in accordance with the laws of its jurisdiction of incorporation. In all cases, execution must be expressed to be by the relevant company.
If this Tender/Buyback Form is signed by a person who is not the registered holder(s), insert the name(s) and the capacity (e.g. executor(s)) of the person signing. You should deliver evidence of your authority in accordance with the notes on page 4 of this Tender/Buyback Form.
By signing this Tender/Buyback Form you hereby appoint Share Registrars Limited as your agent in respect of settlement of the purchase of Ordinary Shares from you by WH Ireland. WH Ireland will therefore issue a contract note to Share Registrars Limited on your behalf and will remit the cash consideration to Share Registrars Limited with instructions that such consideration be remitted to you in accordance with the instructions set out in this Tender/Buyback Form.
If you want the cash payment and any documents to be sent to someone other than the person at the address set out in Box 1 (e.g. if you would prefer them to be sent to your bank manager or stockbroker) you should
complete Box 3 by inserting the address to which you want such cash payment and/or any documents to be sent.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK INDEPENDENT FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER DULY AUTHORISED PURSUANT TO THE FINANCIAL SERVICES AND MARKETS ACT 2000.
This Tender/Buyback Form should be read in conjunction with the circular relating to this tender offer and subsequent buyback offer (the "Circular") sent to ordinary shareholders of Chelverton Growth Trust PLC dated 1 September 2017.
WH Ireland Limited ("WH Ireland") which is authorised and regulated in the UK by the Financial Conduct Authority, is acting for Chelverton Growth Trust PLC and for no one else in connection with the tender offer and subsequent buyback offer and will not be responsible to anyone other than Chelverton Growth Trust PLC for providing the protections afforded to its clients or for providing advice in relation to the tender offer and subsequent buyback offer or any other matter referred to in this Tender/Buyback Form or the Circular.
If you hold Shares in uncertificated form (that is, in CREST) and wish to tender such Shares as part of the Tender Offer, you must make your tender for the Tender Offer electronically through CREST so that the relevant TTE Instruction(s) settle(s) by no later than 3.00 p.m. on 18 September 2017. If you wish to participate in the Buyback Offer and hold Shares in uncertificated form, you must follow the instructions set out in paragraph 2.4 of Part IV of the Circular.
Unless the context otherwise requires, the definitions used in the Circular apply in this Tender/Buyback Form.
Tender Offer by WH Ireland Limited to purchase up to 15 per cent. of the Ordinary Shares in issue of Chelverton Growth Trust PLC and subsequent Buyback Offer by Chelverton Growth Trust PLC to purchase its own Ordinary Shares from certain Minority Shareholders.
● Read the notes on pages 2 and 4 of this form.
● Complete Box 1A or 1B and, if relevant, Box 3, and sign in Box 2.
● If you hold your Ordinary Shares in certificated form, send the completed Tender/Buyback Form, together with your share certificate(s) and/or other document(s) of title, by post or by hand (during normal business hours) to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, as soon as possible but, in any event, so as to arrive no later than 3.00 p.m. on 18 September 2017.
● If you hold your Ordinary Shares in uncertified form (that is, in CREST) and wish to participate in the Tender Offer you should NOT complete and return this Tender/Buyback Form but instead take the action set out in Paragraph 3.4 of Part III of the Circular to transfer your shares held in uncertificated form in respect of which you wish to take up the Tender Offer to an escrow balance. For this purpose, the participant ID of the Escrow Agent, Share Registrars Limited, in its capacity as a CREST receiving agent, is 7RA36 and the member account ID of the Escrow Agent is MSLCGT01.You should ensure that your Electronic Acceptance settles not later than 3.00 p.m. on 18 September 2017. If you are a CREST sponsored member, you should contact your CREST sponsor as only your CREST sponsor will be able to send TTE Instructions to Euroclear.
● If you hold your Ordinary Shares in uncertificated form (that is, in CREST) and wish to participate in the Buyback Offer, you should follow the instructions set out in paragraph 2.4 of Part IV of the Circular to convert your Shares from uncertificated form to certificated form, and send the completed Tender/Buyback Form, together with your share certificate(s) and/or other document(s) of title, by post or by hand (during normal business hours) to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, as soon as possible but, in any event, so as to arrive no later than 3.00 p.m. on 18 September 2017.
● If you hold Ordinary Shares in both certificated and uncertificated form, you should follow separately the instructions above in relation to those shares held in certificated form and those shares held in certificated form.
● Please read the Circular, the terms of which are incorporated in and form part of this Tender/Buyback Form.
● If you have any questions on how to complete this Tender/Buyback Form, please contact the Receiving Agent on 01252 821 390 (or if calling from outside the UK +44 1252 821 390).
Further copies of the Circular and this Tender/Buyback Form are available from Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or you can call 01252 821 390 (or if calling from outside the UK +44 1252 821 390) to request a Tender/Buyback Form.
The following suggestions are made to avoid delay and inconvenience:
(A) If a holder is away from home (e.g. abroad or on holiday): send this form by the quickest means (e.g. air mail) to the holder for execution or, if he has executed a power of attorney, have this form signed by the attorney. In the latter case the power of attorney (or a duly certified copy, as provided in the Powers of Attorney Act 1971) must be lodged with this form for noting. No other signatures will be accepted.
(B) If the sole holder has died: (i) if probate or letters of administration has/have been registered with Chelverton Growth Trust PLC, this form must be signed by the personal representative(s) of the deceased; or (ii) if probate or letters of administration has/have been granted but has/have not been registered with Chelverton Growth Trust PLC, the personal representative(s) should sign this form and forward it to the Receiving Agent as soon as possible together with a copy of the probate or letters of administration and, in the case of certificated Ordinary Shares, the Ordinary Share certificate(s).
(C) If one or more of the joint holders has/have died: this form is valid if signed by all the surviving holders and lodged with the Receiving Agent at Share Registrars Limited at the address shown on page 1 accompanied by the death certificate, probate or letter of administration of the deceased holder.
(D) If one or all of your Ordinary Share certificate(s) and/or other documents of title has/have been lost, please write to the Registrar, Share Registrars Limited for a letter of indemnity which should be completed in accordance with the instructions given. When completed, the letter of indemnity must be received by the Receiving Agent at Share Registrars Limited at the address shown on page 1 by 3.00 p.m. on 18 September 2017.
(i) incorrect name
| name on certificate James Smith | |
|---|---|
| correct name James John Smythe |
Complete and lodge this form with the correct name and accompanied by a letter from your bank, stockbroker or solicitor confirming that the person described on the certificate and the person who has signed this form are one and the same;
(ii) incorrect address
Write the correct address on this form and enclose a separate letter advising of the change which will be forwarded to the Registrar; or
(ii) change of name
Lodge your marriage certificate or the deed poll with the form for noting.
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