Tender Offer

RNS Number:3551E
Thompson Clive Investments PLC
27 November 2002


Thompson Clive Investments plc

Tender Offer

Introduction

On 28 October 2002 the Board of Thompson Clive Investments plc ("Company")
announced that, following discussions with the majority of Shareholders, the
Board has decided to review its investment policy and implement the following,
that:


  * there will be no new investment in quoted companies. Investment, which is
    expected to total in the order of #2m, will continue in those unquoted
    companies with which there are existing negotiations. There will be no
    further investment after June 2003.

  * the Board will aim to realise the quoted portfolio over the next two
    years.

  * the Board will aim to realise the unquoted portfolio within five years.

As part of the implementation of the above, the Company is now undertaking a
Tender Offer for #5m to return capital profits to Shareholders. In addition, the
Board proposes further returns of capital whenever distributable liquid
resources are in excess of #5m.

Whilst the Board believes that there is an increasing number of interesting
investment opportunities available now, it is conscious that some major
Shareholders want liquidity and wish to realise value over the medium term.
These proposals fulfil those Shareholder wishes and the Board believes that the
above proposals address the interests of all Shareholders as far as possible
whilst giving the greatest opportunity of maximising value on the realisation of
investments in the prevailing market circumstances.

The Board today announces that it has accordingly posted a circular to
Shareholders convening an Extraordinary General Meeting for 13 December 2002.

Performance and investment background

The Company has had a successful record of investment over many years. The
Company's track record prior to the bubble in 1999 was a compound rate of return
for the five years to 31 December 1998 of 21.2% as against 11.5% for the FTSE
100. The table below shows the period covering the bubble where the market
started rising rapidly in 1999, and dropping in early 2000 through to September
2002.


Time/period            1 January   31 December   30 September   1 January 1999 -   1 January 2000 -    1 January 1999 -
                          1999        1999           2002       31December 1999
                                                                                  30 September 20002  30 September 2002
TCI NAV per Share (p)      538.80       1430.00         437.90               165%                -69%               -19%
TCI Share Price (p)          3.85         12.03           3.08               212%                -74%               -20%
Nasdaq CMP                2192.69       4069.31        1172.07                86%                -71%               -47%
TechMark100               1456.01       3779.41         636.18               160%                -83%               -56%



On the upside of the bubble in 1999, the Company outperformed all the above
indices

showing a return of 165% for the year despite having negative gearing through
cash, and a proportion of the portfolio in unquoted investments. As reported in
the Chairman's statement for the year ended 31 December 1999, the Company was
the top performing investment trust over a 5 year period, with a compound rate
of return of 42.7%.

On the downside of the bubble, from 1 January 2000, the Company has to 30
September 2002 outperformed both the Nasdaq Composite Index and the Techmark 100
Index, despite being locked into a large investment, in the first half of 2000.
Over the bubble to 30 September 2002, both up and down, (i.e. from 1 January
1999 to 30th September 2002) the Company is down 19% which compares with falls
of 47% for the Nasdaq Composite Index, 56% for the Techmark 100 Index and 37%
for the FTSE 100 Index. From 30 June 2002 to 25 November 2002 the net asset
value has declined by 9.69%, which compares with a rise of 1.28% for the Nasdaq
Composite Index, a fall of 17.14% for the Techmark 100 Index and a fall of
11.47% for the FTSE 100 Index.

During the current financial year the market conditions in which the Company has
been operating have deteriorated. In the context of this situation, which the
Board expects to remain uncertain, and significant falls in equity markets, the
Board has been very cautious about new investment and consequently has
maintained a level of liquidity within the portfolio.

The Board is conscious that some major Shareholders want liquidity and wish to
realise value over the medium term. The revision of the investment strategy
fulfills those Shareholder wishes and the Board believes that the above
proposals address the interests of all Shareholders as far as possible whilst
giving the greatest opportunity of maximising value on the realisation of
investments in the prevailing market circumstances.



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 25 November 2002 (the latest
    practicable date prior to the publication of this document) the Tender Price
    would have been #4.525 and the Entitlement would have been equal to
    approximately 9.11 per cent. of Shareholders' registered holdings.

Further details of the Tender Offer

Providing the Resolution is passed, 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 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 Cazenove will be
cancelled on acquisition. 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 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 25 November 2002 (being the latest practicable date prior to the
publication of this document), the Resolution passed and the Tender Offer taken
up in full, the Tender Price would have been #4.525 per Share resulting in an
Entitlement equal to approximately 9.11 per cent. of the Shares registered in
each Shareholder's name on such date. On this illustrative basis, a total of
1,104,967 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 25 November 2002, amounting
to #4.536 per Share, as adjusted at the Calculation Date. Adjustments to the 25
November 2002 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 25 November 2002, the costs of
the Tender Offer would have amounted to #133,175, of which #98,175 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 25 November 2002 of #4.536, the resulting Tender
Price, as at 25 November 2002, would therefore have been #4.525.

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 16 December 2002.

Expected Timetable                                           

Latest time and date for receipt of Forms of Proxy for                      10.30 a.m. on 11 December 2002
the Extraordinary General meeting

Latest time and date for receipt of Tender Forms                             3.00 p.m. on 11 December 2002

Record Date for Tender Offer                               Close of business in London on 11 December 2002

Extraordinary General Meeting                                               10.30 a.m. on 13 December 2002

Calculation Date for Tender Price                             Close of business in New York on 13 December
                                                                                                      2002

Result of Tender Offer, basis of Entitlement and Tender       By the close of business on 16 December 2002
Price announced

Despatch of cheques for Tender Offer consideration in                                     19 December 2002
respect of sold certificated Shares

CREST accounts credited with Tender Offer consideration                                   19 December 2002
and any unsold uncertificated Shares

Balance certificates in respect of any unsold                                          By 27 December 2002
certificated Shares despatched



Enquiries:

Colin Clive / Richard Thompson          020 7535 4900

Thompson Clive

Angus Gordon Lennox               020 7588 2828

Cazenove & Co. Ltd




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