REG - Chelverton UK DivTst - Publication of a Prospectus

Chelverton UK Dividend TrustAnnouncement

14/03/2025 12:15

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RNS Number : 7810A  Chelverton UK Dividend Trust PLC  14 March 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA),  CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA
OR JAPAN OR IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (EEA) OR ANY
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE
SECURITIES LAWS OR REGULATIONS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY OR 2031 ZDPCo. THIS ANNOUNCEMENT HAS BEEN ISSUED BY
AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, EXISTING ZDPCo AND 2031 ZDPCo.

 

Chelverton UK Dividend Trust PLC (the "Company")

SDV 2025 ZDP PLC ("Existing ZDPCo")

SDV 2031 ZDP PLC ("2031 ZDPCo")

LEIs: 213800DAF47EJ2HT4P78, 213800KMX33J3VAJUU95

and 213800EHWDAQQ7FT5V12

 

Issue of 2031 ZDP Shares in connection with the recommended proposals for the
reconstruction and winding-up of SDV 2025 ZDP PLC, and Placing of 2031 ZDP
Shares

Placing Programme by the Company of Ordinary Shares

Placing Programme of 2031 ZDP Shares

and

Publication of a Prospectus

 

Further to the announcement on 6 March 2025, the Company and 2031 ZDPCo
announce that they have published a prospectus (the "Prospectus") in relation
to:

·    an issue of up to 15 million new zero-dividend preference shares in
2031 ZDPCo ("2031 ZDP Shares") consisting of (a) a rollover offer  to holders
of zero-dividend preference shares in Existing ZDPCo (the "Rollover")  in
connection with Existing ZDPCo's entry into a members' voluntary liquidation
under section 110 of the Insolvency Act 1986 (the "Scheme")  and (b) (to the
extent that less than 15 million 2031 ZDP Shares are elected under the
Rollover) a placing of 2031 ZDP Shares to other investors (the "ZDP Placing")
(the Scheme and the ZDP Placing, together, the "ZDP Issue"). 2031 ZDPCo is a
recently incorporated wholly-owned subsidiary of the Company and will issue
2031 ZDP Shares at the ZDP Issue Price of 100 pence per 2031 ZDP Share; and

 

·    a Placing Programme by the Company of up to 8 million Ordinary Shares
(the "Ordinary Share Placing Programme"), and a placing programme by 2031
ZDPCo of up to 3 million further 2031 ZDP Shares (the "ZDP Placing Programme")

 

The 2031 ZDP Shares issued pursuant to the ZDP Issue will have a life of 5.75
years and will have a Final Capital Entitlement of 151.63 pence per 2031 ZDP
Share on 31 January 2031, equivalent to a gross redemption yield of 7.50 per
cent with an initial Cover of 2.0 times.

Application will be made for the 2031 ZDP Shares to be admitted to listing in
the non-equity and non-voting equity shares ("NENVES") category of the
Official List and to trading on the London Stock Exchange's Main Market for
listed securities. Application will be made for the Ordinary Shares issued
pursuant to the Ordinary Share Placing Programme to be admitted to listing in
the closed-end investment funds category of the Official List and to trading
on the London Stock Exchange's Main Market for listed securities.

The Company has also published a circular (the "Company Circular") today
convening a General Meeting to propose resolutions to (i) grant the power to
allot (a) up to 8 million new Ordinary Shares pursuant to the Ordinary Share
Placing Programme and (b) up to 20 per cent. of the aggregate nominal amount
of the issued ordinary share capital of the Company immediately following
completion of the Ordinary Share Placing Programme, and (ii) disapply
statutory rights of pre-emption in relation to such allotment.

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 further updates in due course, as appropriate.

 

 Expected timetable
 Publication of the                                                                                                                                                                                                                                                 14 March 2025
 Prospectus
 General Meeting of the                                                                                                                                                                                                                                             11.00 a.m. on 7 April 2025
 Company

 First General Meeting of Existing                                                                                                                                                                                                                                  11.10 a.m. on 7 April 2025
 ZDPCo
 Announcement of the result of the First General Meeting of Existing ZDPCo                                                                                                                                                                                          7 April 2025

 Latest time and date for the receipt of forms of election or TTE instructions                                                                                                                                                                                      11.00 a.m. on 9 April 2025
 from holders of Existing ZDP Shares

 Record date for entitlement to                                                                                                                                                                                                                                     6.00 p.m. on 9 April
 Scheme
 Announcement of the result of ZDP Shares to be issued pursuant to the Scheme                                                                                                                                                                                       8.00 a.m. on 10 April 2025

 Latest time and date for the receipt of the applications under the ZDP Placing                                                                                                                                                                                     11.00 a.m. on 23 April 2025

 Announcement of the number of ZDP Shares to be issued pursuant to the ZDP                                                                                                                                                                                          8.00 a.m. on 24 April 2025
 Placing

 Suspension of listing of Existing ZDP Shares                                                                                                                                                                                                                       7.30 a.m. on 28 April 2025

 Second General Meeting of Existing ZDPCo                                                                                                                                                                                                                           11.00 a.m. on 28 April 2025

 Announcement of the result of the Second General Meeting of Existing ZDPCo                                                                                                                                                                                         28 April 2025

 Effective Date for the Scheme                                                                                                                                                                                                                                      28 April 2025

 Cancellation of listing of Existing ZDP Shares                                                                                                                                                                                                                     8.00 a.m. on 30 April 2025

 Initial ZDP Admission and dealings in ZDP Shares issued in uncertificated form                                                                                                                                                                                     8.00 a.m. on 30 April 2025
 commence

 CREST accounts credited with uncertificated ZDP Shares                                                                                                                                                                                                             30 April 2025

 CREST payments made in respect of cash entitlements of Existing ZDP Shares                                                                                                                                                                                         7 May 2025
 under the Scheme

 Definitive share certificates in respect of ZDP Shares dispatched by post in                                                                                                                                                                                       12 May 2025
 the week commencing

 Ordinary Share Placing Programme and ZDP Placing Programme

 Ordinary Share Placing Programme and ZDP Placing Programme opens                                                                                                                                                                                                   1 May 2025

 Latest date for issuing Ordinary Shares and ZDP Shares under the Ordinary                                                                                                                                                                                          13 March 2026
 Share Placing Programme and the ZDP Placing Programme respectively

 (i)      All times and/or dates in the Expected Timetable set out above
 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 are to London time.

 

Publication of documents

The Prospectus, Company Circular and Existing ZDPCo Circular will shortly be
available for inspection at the National Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism), and also on the
Company's website (https://www.chelvertonukdividendtrustplc.com/), subject to
applicable securities laws, and are available for viewing at the Company's
registered office at Apex Fund Administration Services (UK) Limited, Hamilton
Centre, Rodney Way, Chelmsford, Essex CM1 3BY.

Capitalised terms used but not defined in this announcement have the same
meaning as set out in the Prospectus.

 

For further information contact

Chelverton Asset Management Limited (Investment Manager)

David Horner/Oliver
Knott
Tel:   +44 (0) 20 7222 8989

 

Shore Capital (Sponsor Financial Adviser, Corporate Broker)   

Anita Ghanekar / Harry Davies-Ball (Corporate Advisory)    Tel: +44 (0) 20
7408 4090

Henry Willcocks / Matthew Kinkead / William Sanderson (Corporate Broking
/Sales)         

 

Company Secretary

Apex Fund Administration Services (UK) Limited
                 Tel: 01245 398950

Suzanna Waterhouse

Important Notice

This announcement is not an offer to sell or a solicitation of any offer to
buy any securities in the Company or 2031 ZDPCo in the United States of
America, Australia, Canada, New Zealand or the Republic of South Africa,
Japan, or in any other jurisdiction where such offer or sale would be
unlawful. This communication is not for publication or distribution, directly
or indirectly, in or into the United States of America. This communication is
not an offer of securities for sale into the United States of America. The
securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and may not be offered or sold in
the United States of America, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the United
States of America. Neither the Company nor 2031 ZDPCo has been and neither
will it be registered under the US Investment Company Act of 1940 (the
"Investment Company Act") and, as such, holders of the securities of the
Company and/or of 2031 ZDPCo will not be entitled to the benefits of the
Investment Company Act. No offer, sale, resale, pledge, delivery, distribution
or transfer of the securities of the Company or of 2031 ZDPCo may be made
except under circumstances that will not result in the Company and/or  2031
ZDPCo being required to register as an investment company under the Investment
Company Act.

Moreover, the securities of the Company and of 2031 ZDPCo will not be
registered under the applicable securities laws of Australia, Canada, the
Republic of South Africa, Japan or any member state of the EEA. Subject to
certain exceptions, the securities of the Company and of 2031 ZDPCo may not be
offered or sold in Australia, Canada, the Republic of South Africa, Japan or
European Economic Area (EEA) or to, or for the account or benefit of, any
national, resident or citizen of, Australia, Canada, the Republic of South
Africa, Japan or any member state of the EEA.  The securities referred to in,
and the distribution of this announcement, may be restricted by law in certain
jurisdictions and accordingly persons into whose possession this announcement
is received are required to inform themselves about and to observe such
restrictions.

Neither the content of the Company's website, nor the content on any website
accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless previously
published by means of an RIS announcement, should any such content be relied
upon in reaching a decision as to whether or not to acquire, continue to hold,
or dispose of, securities of the Company, of Existing ZDPCo or of 2031 ZDPCo.
The information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness. and no part of this announcement should form the basis of or act
as an inducement to enter into any contract or commitment whatsoever. The
material contained in this announcement is given as at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment. In particular, any proposals referred to herein are subject to
revision and amendment. The value of shares and the income from them is not
guaranteed and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than you
originally invested. Figures refer to past performance and past performance
should not be considered a reliable indicator of future results.

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters that are not
historical facts.  All statements other than statements of historical facts
included in this announcement, including, without limitation, statements
regarding the intentions, beliefs or current expectations of the Company, the
Directors and the Investment Manager concerning, amongst other things, the
investment strategy, financing strategies, investment performance, results of
operations, financial condition, prospects and the dividend policies of the
Company and the investments in which it will invest are forward-looking
statements. These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance.
Forward-looking statements are subject to risks and uncertainties and,
accordingly, the actual future financial results and operational performance
of the Company and its subsidiaries may differ materially from the results and
performance expressed in, or implied by, the statements. These factors include
but are not limited to those described in the Prospectus.

By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Forward-looking statements are not guarantees of future
performance. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by these
forward- looking statements. These factors include, but are not limited to,
changes in general market conditions, legislative or regulatory changes,
changes in taxation regimes or development planning regimes, the Company's
ability to invest its cash and the proceeds of the ZDP Placing and any
subsequent placing under the Ordinary Share Placing Programme or the ZDP
Placing Programme in suitable investments on a timely basis and the
availability and cost of capital for future investments.

These forward-looking statements speak only as at the date of this
Announcement. Subject to its legal and regulatory obligations (including under
the UK Listing Rules, the UK Prospectus Regulation, the Prospectus Regulation
Rules and the Takeover Code), the Company and 2031 ZDPCo expressly disclaim
any obligations to update or revise any forward-looking statement contained
herein to reflect any change in expectations with regard thereto or any change
in events, conditions or circumstances on which any statement is based unless
required to do so by law or any appropriate regulatory authority, including
FSMA, the UK Listing Rules, the UK Prospectus Regulation and the Prospectus
Regulation Rules.

Shore Capital, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for 2031 ZDPCo and the
Company and for no one else in relation to the Scheme, the ZDP Issue, Initial
ZDP Admission, the ZDP Placing Programme, any ZDP Programme Admission, the
Ordinary Share Placing Programme, any Ordinary Share Programme Admission and
the other arrangements referred to in this announcement. Shore Capital will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the Scheme, the ZDP Issue, Initial ZDP Admission,
the ZDP Placing Programme, any ZDP Programme Admission, the Ordinary Share
Placing Programme, any Ordinary Share Programme Admission and the other
arrangements referred to in this announcement.

Shore Capital will not be responsible to anyone other than Existing ZDPCo,
2031 ZDPCo and the Company for providing the protections afforded to the
clients of Shore Capital and its affiliates or for providing any advice in
relation to the Scheme, the ZDP Issue, Initial ZDP Admission, the ZDP Placing
Programme, any ZDP Programme Admission, the Ordinary Share Placing Programme,
any Ordinary Share Programme Admission, the contents of this announcement or
any transaction or arrangement referred to in this announcement. This does not
exclude any responsibilities which may be imposed on Shore Capital by FSMA or
the regulatory regime established thereunder.

 

 

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