Publication of a Prospectus
Placing, Intermediaries Offer and Offer for Subscription of C Shares
and
Issue of ZDP Shares in connection with the recommended proposals for the reconstruction and winding-up of Chelverton Small Companies ZDP PLC and Placing of ZDP Shares
and
Placing Programme of Ordinary Shares and ZDP Shares
Publication of a Prospectus
Further to the announcement on 6 November 2017, the Company announces that it has published a prospectus (the "Prospectus") in relation to:
· an offer of C Shares comprising a maximum of 75 million C Shares to be issued at the Issue Price of 100 pence per share through a placing (the "Placing"), Intermediaries Offer and Offer for Subscription (together, the "Issue");
· an issue of up to approximately 30 million ZDP Shares pursuant to a rollover offer ("Rollover") and ZDP Placing ("ZDP Placing") which will involve the liquidation of Existing ZDPCo and issuance of new 2025 ZDP Shares ("ZDP Shares") by SDV 2025 ZDP PLC ("2025 ZDPCo") (together, the "ZDP Issue"), a wholly owned subsidiary of the Company (the "Scheme"). 2025 ZDPCo will issue ZDP Shares at the ZDP Issue Price of 100 pence per ZDP Share; and
· a Placing Programme of up to 30 million Ordinary Shares (the "Placing Programme") and 7.5 million ZDP Shares (the "ZDP Placing Programme").
The ZDP Shares will have a life of 7.3 years and will have a Final Capital Entitlement of 133.18 pence per ZDP Share on 30 April 2025, equivalent to a gross redemption yield of 4 per cent with an initial target cover ratio of circa 3.75x, subject to the level of take up of the Issue and rollover elections received pursuant to the Scheme.
The C Shares will convert into Ordinary Shares on the basis of the Conversion Ratio calculated at the Calculation Date. Details of the terms and timing of conversion can be found in the Prospectus. The existing investment objective and policy will remain unchanged and the Company intends to use the Net Proceeds of the Issue to add to existing holdings and to make new investments.
The Company has also published a circular (the "Company Circular") today convening a General Meeting to propose resolutions to grant the directors the power to allot the C Shares pursuant the Issue, disapply existing statutory rights of pre-emption in relation to the Issue and Placing Programme, grant the power to allot New Ordinary Shares pursuant to the Placing Programme, approve amendment to the Existing Articles, grant the Directors the power to allot Ordinary Shares, and renewal of the authority granted to the Company to buy back its Ordinary Shares in the market.
Existing ZDPCo has published a circular ("Existing ZDPCo Circular") today convening general meetings of Existing ZDPCo to approve the Scheme and to place Existing ZDPCo into members' voluntary liquidation.
The Company will provide a further update in due course, as appropriate.
Publication of documents
The Prospectus and Circulars will shortly be available for inspection at the National Storage Mechanism (http://www.morningstar.co.uk/uk/nsm), and also on the Company's website (http://chelvertonam.com/fund/small-companies-dividend-trust-plc), subject to applicable securities laws, and are available for viewing at the Company's registered office at Springfield Lodge, Colchester Road, Springfield, Chelmsford, CM2 5PW.
Expected timetable
General Meeting of the Company
9.00 a.m. on 12 December 2017
First General meeting of Existing ZDPCo
9.15 a.m. on 12 December 2017
Latest time and date for commitments under the Placing
12.00 p.m. on 15 December 2017
Announcement of the result of ZDP Shares to be issued pursuant to the Scheme
8.00 a.m. on 19 December 2017
Latest time and date for receipt of completed applications from Intermediaries in respect of the Intermediaries Offer
11.00 a.m. on 21 December 2017
Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription
11.00 a.m. on 21 December 2017
Announcement of the results of the Placing, Intermediaries Offer and Offer for Subscription and the number of C Shares to be issued
8.00 a.m. on 22 December 2017
Announcement of the number of ZDP Shares to be issued pursuant to the ZDP Placing
8.00am on 5 January 2017
Effective Date for the Scheme
8 January 2018
Initial Admission and Initial ZDP Admission and dealings in C Shares and ZDP Shares issued in uncertificated form commence
8.00am on 8 January 2018
CREST accounts credited with uncertificated C Shares and uncertificated ZDP Shares
8 January 2018
Definitive share certificates in respect of C Shares and ZDP Shares dispatched by post in the week commencing
15 January 2018
Placing Programme and ZDP Placing Programme opens
9 January 2018
Latest date for issuing Ordinary Shares and ZDP shares under the Placing Programme and the ZDP Placing Programme respectively
23 November 2018
(i) All times and/or dates in the Expected Timetable set out above and in the Prospectus generally may be subject to adjustment
(ii) Any changes to the Expected Timetable set out above will be notified by the Company through a Regulatory Information Service.
(iii) All references to times above and in the Prospectus are to London time.