REG - Chelverton UK DivTst SDV 2025 ZDP PLC SDV 2031 ZDP PLC - Results of Scheme Elections & ZDP Placing Launch

Chelverton UK Dividend TrustAnnouncement

10/04/2025 08:00

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RNS Number : 4146E  Chelverton UK Dividend Trust PLC  10 April 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

 

Results of Elections by existing ZDP Shareholders

Launch of Placing of new ZDP Shares

 

On 14 March 2025, SDV 2025 ZDP PLC, a wholly owned subsidiary of Chelverton UK
Dividend Trust PLC, published a circular containing details of a scheme of
reconstruction of Existing ZDPCo (the "Scheme") which included an opportunity
for the holders of ZDP Shares in Existing ZDPCo to elect to roll their
investment (the "Rollover Option") into new zero-dividend preference shares in
SDV 2031 ZDP PLC ("2031 ZDP Shares"). The Scheme was approved at the First
General Meeting of Existing ZDPCo held on 7 April 2025.

The Board of Existing ZDPCo announces that valid Elections to participate in
the Rollover Option were received in respect of 2,493,250 ZDP shares. There
will be no scaling back and 3,320,493 2031 ZDP Shares, in aggregate, will be
issued under the Scheme.

It is advised that as from 7.30 a.m. today, the existing ZDP Shares were
suspended from 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 and dealings in the ZDP Shares shall be for cash
settlement only and, in the case of certificated ZDP Shares, will only be
registered if documents of title are delivered immediately.

Placing of new ZDP Shares

The 2031 ZDPCo Placing will open today and close at 11.00 a.m. on or around 23
April 2025, the results of which will be announced on or around 24 April 2025.
The minimum raise pursuant to the 2031 ZDPCo Placing will be £10 million up
to a maximum of £15 million (including the value of valid elections in
respect of the Rollover Option).

Shareholders who are considering applying for further 2031 ZDP Shares in the
2031 ZDPCo Placing should contact their broker or Shore Capital.

Reclassification of existing ZDP Shares

An application will be made to the FCA and the London Stock Exchange for the
listing in respect of the 14,500,000 ZDP Shares in issue to be amended to
reflect the reclassification of the ZDP Shares as Reclassified Shares with "A"
rights ("ZDP A Shares") and "B" rights ("ZDP B Shares") under the Scheme - ZDP
A Shares being those with rights to cash (the "Cash Option") and ZDP B Shares
being those with rights to 2031 ZDP Shares. Upon reclassification, the
Reclassified Shares will comprise 12,006,750 ZDP A Shares and 2,493,250 ZDP B
Shares. It is expected that the amendment will become effective and dealings
in Reclassified Shares will commence with effect from 8.00 a.m. on 25 April
2025. The ISIN of the ZDP A Shares will be GB00BS83ZK17 and the ISIN of the
ZDP B Shares will be GB00BS83ZL24 and the TIDMs will be SDVA and SDVB,
respectively.

Applications will also be made to the FCA and the London Stock Exchange to
suspend the listing of the Reclassified Shares at 7.30 a.m. on 28 April 2025.
The Scheme remains conditional on the passing of the special resolutions at
the Second General Meeting to be held at 11.00 a.m. on 28 April 2025.

The Proposals remain conditional on, inter alia, the passing of the First
Resolution to be proposed at the Second General Meeting of Existing ZDPCo, the
FCA agreeing to admit the Reclassified Shares to the NENVES category of the
Official List and the London Stock Exchange agreeing to admit the Reclassified
Shares to trading on its Main Market for listed securities, and, subject only
to allotment thereof, the 2031 ZDP Shares to be issued pursuant to the ZDP
Issue also being agreed to be admitted to listing and trading.

Application for admission of 2031 ZDP Shares

Application will made for the 2031 ZDP Shares to be admitted to the Official
List and to trading on the London Stock Exchange's Main Market for listed
securities and dealings are expected to commence at 8.00 a.m. on 30 April
2025. It is anticipated that CREST accounts will be credited (where
applicable) on the same day. The 2031 ZDP Shares will trade using the ticker
SDVZ under the ISIN GB00BPNXT819. New share certificates in respect of the
2031 ZDP Shares will be issued as soon as practicable following admission.
CREST accounts are expected to be credited with the Cash Option on 7 May 2025
and cheques are expected to be despatched to Existing ZDP Shareholders who
hold certificated ZDP Shares on or around 12 May 2025.

The Company and Existing ZDPCo will provide further updates in due course, as
appropriate.

 Expected timetable
 Latest time and date for the receipt of applications under the 2031 ZDPCo                        11.00 a.m. on 23 April 2025
 Placing

 Announcement of the number of 2031 ZDP Shares to be issued pursuant to the                       8.00 a.m. on 24 April 2025
 2031 ZDPCo Placing

 Latest time and date for receipt of Form of Proxy for the Second Meeting                         11.00 a.m. on 24 April 2025
 ZDP Shares reclassified, Official List amended and dealings in Reclassified                      8.00 a.m. 25 April 2025
 Shares commence on the London Stock Exchange

 Suspension of listing of Reclassified Shares and register closes                                 7.30 a.m. on 28 April 2025

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

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

 Effective date for implementation of the Scheme and commencement of the                          28 April 2025
 liquidation of the Company

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

 Admission to listing of the 2031 ZDP Shares issued pursuant to the Scheme and                    8.00 a.m. on 30 April 2025
 the 2031 ZDPCo Placing and dealings in 2031 ZDP Shares issued in
 uncertificated form commence

 CREST accounts credited with uncertificated 2031 ZDP Shares under the Scheme                     30 April 2025
 and the 2031 ZDPCo Placing

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

 Cheques despatched in respect of cash entitlements of ZDP Shareholders under                     12 May 2025
 the Scheme in the week commencing

 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 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 are 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 Existing ZDPCo Circular published on 14 March 2025.

 

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 / 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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