THRS Throg.Trust S

 
TIDMTHRG TIDMTHRS 
 
REMOVAL OF OBLIGATION TO CONSIDER TENDER OFFERS AND ONE-OFF TENDER OFFER 
 
7 April 2010 
 
The Board of The Throgmorton Trust PLC (the "Company") announces that the 
Directors have resolved to seek shareholder consent to remove the obligation 
for the Board to consider tender offers on a twice-yearly basis. At the same 
time the Board proposes to seek shareholder consent to implement a one-off 
tender offer (the "Tender Offer") to enable shareholders to tender their shares 
on a redemption pool basis, subject to a maximum of 25 per cent. in aggregate 
of the shares in issue (excluding treasury shares) at the relevant time with an 
exit charge of 9 per cent plus any associated costs. In addition, following 
approval of the Tender Offer, the Company intends, for a period of two weeks, 
to offer to purchase in the market shares from any tendering shareholder whose 
tender was not satisfied in full under the Tender Offer on similar terms (the 
"Subsequent Repurchase" and, together with the Tender Offer, the "Proposals"). 
 
Over the last few weeks the Board and its advisers have consulted with a number 
of shareholders and the Board has concluded that the ongoing tender program is 
not in the best interests of the Company at this time. The Company's net asset 
value ("NAV") and share price performance over the last 12 months have been 
strong and the Board believes that the Company is an attractive investment 
opportunity. Long-term shareholders in the Company have expressed a desire for 
the Company to maintain and grow its market capitalisation and are concerned 
that tender offers will reduce the size of the Company over time. The Board is 
mindful of these views and, as set out in the announcement of 26 November 2009, 
has decided to focus on increasing the size of the Company. 
 
However, the Board believes that, as the Proposals involve an amendment to the 
policy approved by Shareholders on the transfer of management to BlackRock in 
July 2008, it is appropriate to offer shareholders an opportunity for an exit, 
if desired, alongside the removal of the obligation to implement future 
tenders. 
 
In the circular posted to shareholders on 27 July 2009, the Board indicated 
that the terms of any future tender offer would include an exit charge higher 
than the previous level of 2 per cent., in order to give increased protection 
to the interests of continuing shareholders. The Board believes that the exit 
charge of 9 per cent. strikes an appropriate balance by providing a suitable 
exit for shareholders wishing to realise their investment whilst providing 
attractive NAV accretion for ongoing shareholders. The tender price per share 
under the Tender Offer will be calculated on the basis of the final realisation 
value of a pool of assets to be attributed to shares tendered under the Tender 
Offer. 
 
The Board is confident that the size of the Tender Offer is appropriately set 
to ensure that those shareholders who tender their shares will have their 
tenders satisfied in full. However, in the event that the Tender Offer is 
oversubscribed, it is the Board's intention, immediately following the approval 
of the Tender Offer by shareholders, to offer to repurchase shares in the 
market under the Subsequent Repurchase from those shareholders whose tenders 
were not satisfied in full under the Tender Offer, subject to a maximum of 
14.99 per cent. and within two weeks. The Board nonetheless retains the 
discretion to suspend the Subsequent Repurchase in circumstances where the 
Board considers that repurchases at that time would have a material adverse 
effect on the Company. Any repurchase of shares under the Subsequent Repurchase 
would be at a discount comparable to that charged on the Tender Offer, being 
the 9 per cent. exit charge plus costs. Any Subsequent Repurchase shall be 
satisfied in cash. 
 
The Board is mindful of the discount to NAV at which the Company's shares are 
trading and monitors the discount both in absolute terms and relative to the 
peer group. The removal of the obligation to consider periodic tender offers 
will not change the Board's focus on the discount to NAV and the Company 
retains the option to repurchase shares, as previously exercised, up to 
14.99 per cent. of the shares in issue (subject to any Subsequent Repurchase). 
 
A circular to shareholders will be posted in due course containing details of 
the Proposals and the procedure for tendering shares. As a result of 
shareholder demand, the Board is also proposing to offer an in specie option 
for larger shareholders in respect of the value of their shares as an 
alternative to receiving cash through the Tender Offer. In addition, the Board 
is exploring the possibility of offering a mix and match facility to 
shareholders. 
 
The Directors have confirmed that they will not tender any of their Ordinary 
Shares in the Tender Offer in respect of their beneficial holdings amounting in 
aggregate to 91,881 Ordinary Shares representing 0.12 per cent of the Company's 
Ordinary Shares as at the date of this announcement. 
 
The record date for participation in the Tender Offer will be 12 April 2010. 
 
Enquiries: 
 
Jonathan Ruck Keene 
BlackRock Investment Management (UK) Limited 
Telephone: 020 7743 2178 
 
Joe Winkley/Gareth Price 
Oriel Securities Limited 
Telephone: 020 7710 7600 
 
 
END 
 

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