Tender Offer

RNS Number:4671X
Thompson Clive Investments PLC
07 April 2004

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 upto #14 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 2003,
proposals for a Tender Offer to return approximately #14 million of capital
profits 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 #24 million has,
thus far, been returned to Shareholders by way of four tender offers. This
Tender Offer will be the Company's fifth tender offer since 28 October 2002 and
will, if fully taken up, bring the total capital returned to Shareholders to
over #38 million. Shareholders are aware that under the revised portfolio
strategy there is no new investment in quoted or unquoted companies. The
realisation of both the quoted portfolio by December 2004 and 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 will be further tender offers.
Prospects for the Company in the current financial year look reasonable asa
result of improvements in our marketplace.

The Tender Offer

The Board proposes to return up to #14 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 #14 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 5 April 2004 (the latest
    practicable date prior to the publication of this document) the Tender Price
    would have been #4.696 and the Entitlement would have been equal to
    approximately 35.07 per cent. of Shareholders' registered holdings.

Further details of the Tender Offer

Providing the Resolution is passed, up to #14 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 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 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 5 April 2004 (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 #4.696 per Share resulting in an Entitlement
equal to approximately 35.07 per cent. of the Shares registered in each
Shareholder's name on such date.  On this illustrative basis, a total of
2,981,215 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 5 April 2004 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 5 April 2004, the costs of the
Tender Offer would have amounted to #169,413, of which #71,413 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 5 April 2004 of #4.716, the resulting Tender Price, as at
5 April 2004, would therefore have been #4.696.

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 7 May 2004.

Dividend

The board has recommended a final dividend of 7.83 pence per share which,
subject to Shareholders' approval, will be payable on 2 June 2004 to
Shareholders on the register as at 30 April 2004.

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 6 May 2004 (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 381,916 Shares (representing 4.5 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 sotendered.

EXPECTED TIMETABLE

Record Date for Dividends                                          30 April 2004

Latest time and date for receipt of Forms of Proxy      12.15 p.m. on 4 May 2004
for the Extraordinary General Meeting

Latest time and date for receipt of Tender Forms         3.00 p.m. on 4 May 2004

Record Date for Tender Offer           close of business in London on 4 May 2004

Extraordinary General Meeting                           12.15 p.m. on 6 May 2004

CalculationDate for Tender Price    close of business in New York on 6 May 2004

Result of Tender Offer, basis of 
Entitlement and Tender Price 
announced                              close of business in London on 7 May 2004

Despatch of cheques for TenderOffer 
consideration in respect of sold 
certificated Shares                                                  12 May 2004

CREST accounts credited with Tender 
Offer consideration and any unsold 
uncertificated Shares                             12 May 2004

Balance certificates in respect of any unsold certificated
Shares despatched                                                 by 17 May 2004

Payment of Dividend                                                  2 June2004


Enquiries:

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

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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