TRIO Trio Fin

    RNS Number : 2512I
  TRIO Finance Limited
  17 November 2008
   

    TRIO Finance Limited


    TRIO Finance Limited
    17 November 2008


    THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA
OR JAPAN

    TRIO Finance Limited 
    (registration number 44776)

    Announcement of Tender Offer, Delisting of Shares and Intended Voluntary Winding-up of the Company

    Introduction

    TRIO Finance Limited ("TRIO") announces a tender offer to purchase up to 7,999,998 of its shares (the "Shares") (comprising all of the
issued shares in the Company with the exception of 2 shares) and thereby a return of up to a maximum of US$44,879,988.80 in cash to
shareholders (the "Tender Offer").

    Background to and reasons for the Tender Offer

    TRIO has realised all of its realisable assets and accordingly is entirely in cash. Following discussions with TRIO's advisers and major
shareholders, the Board has concluded that in light of the current market conditions and those anticipated going forward, it is in the best
interests of TRIO and its shareholders for all residual cash to be returned to shareholders and TRIO thereupon placed into liquidation.  

    The Tender Offer is considered by the Directors to be the most appropriate method for TRIO to return residual cash to shareholders in
the form of a return of capital.  

    The net asset value per Share on 14 November 2008 (being the latest practicable date prior to the issue of this announcement) was
US$5.63. This is calculated after providing for the costs of termination of TRIO's long term contracts and the estimated costs and expenses
of the liquidation. 

    Details of the Tender Offer

    The Tender Offer will be open from 18 November to 3 p.m. on 15 December 2008 and is being made at a price per Share of US$5.61 (the
"Offer Price"). The Offer Price represents a premium of approximately 58 per cent. over the middle market closing price (as derived from the
Daily Official List of the London Stock Exchange) of US$3.55 per Share on 14 November 2008, being the latest practicable date prior to this
announcement. 

    The Tender Offer is conditional on the approval of shareholders at the extraordinary general meeting of TRIO to be held at 11.00 a.m. on
15 December 2008. The Tender Offer is only available to eligible shareholders and in respect of the number of Shares registered in those
shareholders' names at 5.00 p.m. on 15 December 2008 (the "Record Date"). Eligible shareholders may participate in the Tender Offer by
tendering all or a proportion of the Shares held by them at the Record Date. Once purchased, those Shares will be cancelled and will not be
available for re-issue.

    In conjunction with the approval of the Tender Offer by the shareholders, shareholders will also be asked to approve the delisting of
TRIO from the Official List of the London Stock Exchange. 

    Liquidation

    Following completion of the Tender Offer, the Directors will take the necessary steps to seek to place the Company into voluntary
liquidation.  

    The assets of the Company after completion of the Tender Offer are expected to comprise cash equal (so far as can be reasonably
estimated) to the liabilities of the Company at that time, including liquidation costs, plus cash representing the Offer Price in respect of
those Shares for any shareholders who do not participate in the Tender Offer. Those non-participating shareholders will likely be obliged to
wait until the conclusion of the liquidation process before receiving cash equal (so far as can be reasonably estimated) to the Offer Price
per Share held by them.

    The Circular, which will contain the formal terms and conditions of the Tender Offer, will be sent to shareholders as soon as
practicable following this announcement.


    Expected Timetable

                                                                    2008
 Dispatch of circular to shareholders                        18 November
 Tender Offer opens                                          18 November
 Last day for dealings on the London Stock                   12 December
 Exchange on a normal settlement basis
 Latest time and date for receipt of forms of           11.00 a.m. on 13
 proxy                                                         December 
 Dealings in Shares suspended pending the result         7.30 a.m. on 15
 of the extraordinary general meeting                           December
 Extraordinary general meeting                          11.00 a.m. on 15
                                                                December
 Latest time and date for receipt of Tender Forms        3.00 p.m. on 15
                                                                December
 Record Date for the Tender Offer                        5.00 p.m. on 15
                                                                December
 Announcement of results of extraordinary general            16 December
 meeting and Tender Offer
 Date upon which termination of trading of Shares            16 December
 on the London Stock Exchange becomes effective
 Dispatch of cheques for Tender Offer proceeds for        by 19 December
 certificated Shares/CREST accounts credited with
 Tender Offer proceeds 
 Dispatch of balance share certificates/ CREST            by 19 December
 accounts revised for continuing holdings of
 uncertificated Shares 

    Documentation

    Copies of the Tender Offer Circular together with relevant documents relating to the extraordinary general meeting to be held on 15
December 2008 will be available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at the Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. Copies of these documents will also be available from the Company
Secretary.


    Enquiries:
    Kleinwort Benson (Channel Islands) Fund Services Limited
    Company Secretary
    Tel: 01481 727111

    END




This information is provided by RNS
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