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26 January 2018

Charles Russell Speechlys advises Chelverton Small Companies Dividend Trust PLC on combined C and ZDP shares issue on Main Market

Charles Russell Speechlys have recently advised Chelverton Small Companies Dividend Trust PLC (Chelverton) on a combined main market issue of C shares (by way of an offer for subscription, intermediaries offer and placing) and zero dividend preference shares by a newly incorporated subsidiary of Chelverton, together with a “rollover” of existing zero dividend preference shares via a s. 110 Insolvency Act 1986 scheme of reconstruction.

Chelverton Small Companies Dividend Trust PLC is an award-winning fund investing principally in small-cap companies capitalised at less than £500m and offering a yield of 4%. The fund aims to deliver a high and growing quarterly dividend, and the prospect of good long-term capital growth.

A large majority of the holders of ZDP shares in Chelverton’s previous ZDP subsidiary elected to roll their commitments over into Chelverton’s new ZDP subsidiary, which was done by way of a scheme for the reconstruction and voluntary winding up of that company under section 110 of the Insolvency Act. The new subsidiary additionally placed in excess of 1,800,000 new ZDP shares as part of the transaction, and both companies have instituted placing programmes (for ordinary shares in the case of Chelverton and for ZDPs in the case of SDV 2025 ZDP PLC). Stockdale Securities Limited acted as sponsor.

Speaking of the deal, Andrew Collins commented “It was a pleasure to work with the Chelverton team again on this transaction, which we understand to be the first combined C share and ZDP issue in the market.”

The Charles Russell Speechlys team advising on this transaction was led by Partner Andrew Collins and included Senior Counsel Victoria Younghusband, Associate Nathan Lightman and trainee Sophie Willis.


For more information, please contact Andrew Collins on +44 (0)20 7427 6511 or at Andrew.Collins@crsblaw.com.

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