REG - Chelverton UK DivTst SDV 2025 ZDP PLC - Proposed Refinancing of Existing 2025 ZDP Shares

Chelverton UK Dividend TrustAnnouncement

06/03/2025 07:15

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RNS Number : 5463Z  Chelverton UK Dividend Trust PLC  06 March 2025

This announcement contains inside information

LEI: 213800DAF47EJ2HT4P78

LEI: 213800KMX33J3VAJUU95

6 March 2025

 

Chelverton UK Dividend Trust PLC (the “Company")

SDV 2025 ZDP PLC (“2025 ZDPCo”)

 

Proposed Issue of ZDP Shares by SDV 2031 ZDP PLC, in connection with proposals
for the reconstruction and winding-up of SDV 2025 ZDP PLC, Placing of ZDP
Shares, ZDP Placing Programme and Ordinary Share Placing Programme

As previously announced by the Company on 3 December 2024, the Directors have
been considering the options for a refinancing of the 2025 Zero Dividend
Preference Shares (“2025 ZDPs”), which are due for final repayment of
£19,311,100 (the “Final Capital Entitlement”) on 30 April 2025. The
Company is now finalising proposals.

The Company has incorporated a new wholly owned subsidiary (“2031 ZDPCo”)
which will seek to issue up to a maximum of 15 million new ZDP shares at a
price of 100 pence per ZDP share, for a term of 5.75 years with a gross
redemption yield of 7.50 per cent. and a cover ratio of at least 2.0x (the
“Proposed ZDP Issue”).

The Proposed ZDP Issue would be made by way of a scheme of reconstruction and
voluntary winding up of 2025 ZDPCo, offering holders of 2025 ZDP shares the
option of rolling their existing holdings into the new ZDP shares (“ZDP
Rollover”) and, to the extent that the Proposed ZDP Issue of new ZDP shares
is not satisfied by the ZDP Rollover, then a placing of new ZDP shares.  It
is also proposed that, following the Proposed ZDP Issue, 2031 ZDPCo would have
in place a ZDP share placing programme of up to 3 million new ZDP shares (the
“ZDP Placing Programme”).

The Company also intends to put in place an ordinary share placing programme
of up to 8 million ordinary shares (the “Ordinary Share Placing
Programme”), subject to shareholder approval, to allow the Company
flexibility to issue ordinary shares on a non-pre-emptive basis, should market
conditions permit.

The Board, in conjunction with advisers, is working towards publishing final
proposals on or around 14 March 2025, including a prospectus by the Company
and 2031 ZDPCo in relation to the Proposed ZDP Issue, the Ordinary Share
Placing Programme and ZDP Placing Programme, together with circulars (i) to
shareholders of 2025 ZDPCo setting out the details of a scheme of
reconstruction and voluntary winding-up of 2025 ZDPCo (the “Scheme”) and
containing notices of the general meetings, at approval for the Scheme and the
appointment of liquidators to implement the Scheme, would be sought: and (ii)
to shareholders of the Company containing a notice of general meeting at which
approval of the Ordinary Share Placing Programme would be sought.  The
relevant general meetings are expected to be held during April 2025.

Shareholders in the Company and in 2025 ZDPCo should note that the Board’s
plans are now at an advanced stage though the details remain subject to
change, in whole or in part.

The person responsible for arranging the release of this announcement is
Suzanna Waterhouse of Apex Fund Administration Services (UK) Limited, Company
Secretary.

 

For further information: 

Chelverton Asset Management Limited (Investment Manager)

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

 

Shore Capital (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

Important Notice

The information and any opinions contained in this announcement are provided
as at the date of the announcement and are subject to change without notice
and no representation or warranty, express or implied, is or will be made in
relation to the accuracy or completeness of the information contained herein
and no responsibility, obligation or liability or duty (whether direct or
indirect, in contract, tort or otherwise) is or will be accepted by the
Company, 2025 ZDPCo, 2031 ZDPCo, the Investment Manager, Shore Capital, the
Company Secretary or any of their affiliates or by any of their respective
officers, employees or agents to update or revise publicly any of the
statements contained herein. No reliance may be placed for any purpose
whatsoever on the information or opinions contained in this announcement or on
its completeness, accuracy or fairness.

This announcement does not constitute a prospectus relating to the Company,
2025 ZDPCo or 2031 ZDPCo, or form part of, any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe for, any
shares in the Company, 2025 ZDPCo or 2031 ZDPCo in any jurisdiction nor shall
it, or any part of it, or the fact of its distribution, form the basis of, or
be relied on in connection with or act as any inducement to enter into, any
contract therefor. Investors should not purchase or subscribe for any
transferable securities referred to in this announcement except on the basis
of information contained in the prospectus being considered for publication by
the Company and 2031 ZDPCo in due course. The contents of such prospectus
will, if published, supersede the information in this announcement. Nothing in
this document constitutes investment advice and any recommendations that may
be contained herein have not been based upon a consideration of the investment
objectives, financial situation or particular needs of any specific recipient.
Copies of the prospectus, if published, will be available from the Company’s
website w (http://www.chelvertonukdividendtrustplc.com)
ww.chelvertonukdividendtrustplc.com
(http://www.chelvertonukdividendtrustplc.com) .

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