TCI Thompson Clive

RNS Number:0156L
Thompson Clive Investments PLC
13 April 2005

Thompson Clive Investments Plc



Tender Offer



The Board of Thompson Clive Investments plc announces that it has today posted a
circular to shareholders in relation to a return of up to #5 million to
Shareholders by way of a tender offer at net asset value.



Introduction



The Board announced with the annual report and financial statements for 2004,
proposals for a Tender Offer to return up to #5 million to Shareholders.  The
Tender Offer forms part of the ongoing investment policy to maximise value for
Shareholders in the prevailing market circumstances as announced on 28 October
2002, through which a total of over #47.8 million has, thus far, been returned
to Shareholders by way of six tender offers. This Tender Offer will be the
Company's seventh tender offer since 28 October 2002 and will, if fully taken
up, bring the total capital returned to Shareholders to some #52 million.



Shareholders are aware that under the revised portfolio strategy there is no new
investment in quoted or unquoted companies. The realisation of the unquoted
portfolio by December 2007, to the best advantage of shareholders, is now the
principal aim of the Board. In the course of this process and when sufficient
liquid resources have been accumulated there may be further tender offers.  The
prospects for the disposal of the balance of the investments within the stated
timescale look reasonable.



The Tender Offer



The Board proposes to return up to #5 million to Shareholders by way of a tender
offer at Net Asset Value (less the variable costs and expenses of the Tender
Offer). Shareholders will each be able to elect to tender that proportion of
their existing holding as is represented by their Entitlement under the Tender
Offer, or such lower number as they wish.



The key points of the Tender Offer are as follows:

  * the Tender Offer is for up to #5 million;
  * Shares will be acquired at the Tender Price, being the unaudited Net Asset
    Value per Share, as at the Calculation Date, adjusted for the costs and
    expenses of the Tender Offer;

  * Shareholders will be entitled to have a pro rata percentage of their
    shareholdings repurchased under the Tender Offer, although each
    Shareholders' entitlement will not be known until the Tender Price has been
    calculated. Shareholders will be able to request such lower amount as they
    wish to be repurchased;
  * the Tender Offer will require approval by Shareholders at the
    Extraordinary General Meeting; and
  * for the purposes of illustration and assuming the Resolution is passed by
    Shareholders, if the calculations for the Tender Price and the Entitlement
    for the Tender Offer had been effected as at 11 April 2005 (the latest
    practicable date prior to the publication of the circular) the Tender Price
    would have been #4.665 and the Entitlement would have been equal to
    approximately 30.8 per cent. of Shareholders' registered holdings.



Further details of the Tender Offer



Providing the Resolution is passed and the reduction of capital referred to
below becomes effective, up to #5 million will be returned to Shareholders by
way of the Tender Offer. Shareholders (other than certain Overseas Shareholders)
are being invited to tender their Entitlement (or such lower amount as they so
choose) to JPMorgan Cazenove who will, as principal, purchase the Shares
tendered and then sell them to the Company at the Tender Price by way of an
on-market transaction. A summary of the calculation of the Tender Price is set
out below. Those Shares which the Company acquires from JPMorgan Cazenove will
be cancelled on acquisition and will not be held in treasury. All transactions
will be carried out on the London Stock Exchange.



Shareholders will each be allocated a proportion of their holding of Shares
which will be purchased by JPMorgan Cazenove under the Tender Offer. The number
of Shares allocated will depend on the Tender Price, to be determined on the
Calculation Date. For the purposes of illustration, if the Tender Price had been
determined as of 11 April 2005 (being the latest practicable date prior to the
publication of the circular), the Resolution passed and the Tender Offer taken
up in full, the Tender Price would have been #4.665 per Share resulting in an
Entitlement equal to approximately 30.8 per cent. of the Shares registered in
each Shareholder's name on such date.  On this illustrative basis, a total of
1,071,712 Shares would have been repurchased and cancelled.



Calculation of the Tender Price



For the purposes of the Tender Offer, the Tender Price payable to Shareholders
in respect of each Share repurchased under the Tender Offer shall be derived
from the unaudited Net Asset Value per Share as at the Calculation Date.
Adjustments to the 11 April 2005 Net Asset Value will be made to reflect
purchases and sales.of investments, currency movements and mid-market values in
respect of listed investments and unlisted investments where significant events
have occurred and after reflecting the costs and expenses of the Tender Offer.



Assuming full take up of the Tender Offer, as at 11 April 2005, the costs of the
Tender Offer would have amounted to #102,888, of which #67,888 would be borne by
all Shareholders and the remainder would be deducted from the adjusted Net Asset
Value attributable to those Shares validly tendered to arrive at the Tender
Price, these costs being the variable costs of the Tender Offer. On the basis of
the Net Asset Value at 11 April 2005 of #4.695, the resulting Tender Price, as
at 11 April 2005, would therefore have been #4.665.



The Tender Price and the Entitlement, as at the Calculation Date, will be
announced as soon as practicable after their determination, which the Directors
expect to be on 13 June 2005.



Risk Factor



Following the seven Tender Offers, it is estimated that the Company's holding in
Genitope Corporation will amount to a significant proportion of the Company's
Net Asset Value.  This stock concentration carries more risk than funds spread
across a large number of companies.



Reduction of Capital



The Company has insufficient distributable reserves currently to permit it to
repurchase the Shares purchased by JPMorgan Cazenove in the Tender Offer.
Accordingly, the Company is proposing to reduce its share capital and other
reserves to create the necessary distributable reserves for the Tender Offer and
to permit further tender offers.  A special resolution will be proposed at the
Company's Annual General Meeting to approve the Reduction of Capital.  Details
are set out in the Company's annual report and accounts.  It is expected that
the Reduction of Capital will become effective by 10 June 2005.



Dividend



The board has recommended a final dividend of 7.5 pence per share which, subject
to Shareholders' approval, will be payable on 3 June 2005 to Shareholders on the
register as at 29 April 2005.



Extraordinary General Meeting



The implementation of the Tender Offer requires the approval of Shareholders at
an Extraordinary General Meeting of the Company, which is to be held at 12.15
p.m. on 10 May 2005 (or, if later, as soon as the Annual General Meeting has
been concluded or adjourned). At this meeting, the Resolution will be proposed
to enable the Tender Offer to be implemented.



Directors' intentions



The Directors intend to vote in favour of the Resolution in respect of their own
beneficial

holdings totalling 148,926 Shares (representing 4.3 per cent. of the Company's
issued share capital). All Directors will be tendering their full personal
Entitlement in the Tender Offer. The Directors believe that the Tender Offer
represents a significant liquidity event and an opportunity to sell some of
their Shares at no discount and, therefore, believe that it is appropriate for
them to be so tendered.



                               EXPECTED TIMETABLE


Record Date for Dividends                                          29 April 2005

Latest time and date for receipt of Forms of Proxy      12.15 p.m. on 8 May 2005
for the Extraordinary General Meeting

Extraordinary General Meeting                          12.15 p.m. on 10 May 2005

Payment of Dividend                                                  3 June 2005

Latest time and date for receipt of Tender Forms        3.00 p.m. on 6 June 2005

Record Date for Tender Offer          close of business in London on 6 June 2005

Reduction of Capital becomes effective                              10 June 2005

Calculation Date for Tender Price  
                                   close of business in New York on 10 June 2005

Result of Tender Offer, basis of Entitlement and Tender Price announced
                                  by close of business in London on 13 June 2005

Despatch of cheques for Tender Offer consideration in
respect of sold certificated Shares                                 17 June 2005

CREST accounts credited with Tender Offer consideration
and any unsold uncertificated Shares                                17 June 2005

Balance certificates in respect of any unsold certificated
Shares despatched                                                by 21 June 2005





Enquiries:

Colin Clive / Richard Thompson                       020 7535 4900
Thompson Clive Investments plc

Angus Gordon Lennox                                  020 7588 2828
JPMorgan Cazenove Limited






                      This information is provided by RNS
            The company news service from the London Stock Exchange
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