THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL.
Invesco
Perpetual UK Smaller Companies Investment Trust
PLC
Return
of Capital by way of a proposed elective Special
Dividend
Notice
of General Meeting
Introduction
Further to
its announcement on 22 May 2024, the
Board is pleased to offer a return of capital to Shareholders in
respect of up to 10 per cent. of the Company's issued shares
(excluding treasury shares). The return of capital will be effected
by way of an elective Special Dividend together with the
cancellation of the shares on which the dividend is
paid.
On the
condition that they give up the corresponding part of their
shareholdings, all Shareholders will be offered an opportunity to
elect to receive the Special Dividend in respect of each Share so
elected, amounting to 97.5 per cent. of the Net Asset Value per
Share as at the Net Asset Value Certification Date.
The Company
has today published a Circular which contains the background to the
Special Dividend Proposals, and explains the Special Dividend
Proposals in detail (including the terms of the Special Dividend
Offer and how Shareholders can elect to receive the Special
Dividend, if they wish to do so). The Circular also includes a
notice convening a General Meeting of the Company, to be held at
11.00 a.m. on 5 August 2024 at 43-45 Portman Square,
London, W1H 6LY, at which the
Company will seek Shareholder approval to pay the Special Dividend
and, conditional upon the approval of the Court, to cancel for no
consideration the Shares on which the Special Dividend is
paid.
Capitalised
terms used in this announcement shall have the meaning given to
them in the Circular. The Circular can be viewed on the Company's
website at
www.invesco.co.uk/ipukscit and will
shortly be submitted to the National Storage Mechanism and
available for inspection at:
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
Expected
Timetable
Publication
of this Circular
|
19 July
2024
|
Record date
for first interim dividend
|
1
August 2024
|
Latest time
for receipt of Forms of Proxy
|
11.00 a.m.
on 1 August 2024
|
General
Meeting
|
11.00 a.m.
on 5 August 2024
|
Results of
General Meeting announced
|
5 August
2024
|
Latest time
for receipt of Forms of Election and TTE Instructions in
CREST
|
1.00 p.m.
on 19 August 2024
|
Payment of
first interim dividend
|
30 August
2024
|
Special
Dividend Record Date
|
6.00 p.m.
on 17 September 2024*
|
Net Asset
Value Certification Date
|
6.00 p.m.
on 17 September 2024*
|
Announcement
of (i) Net Asset Value per Share as at the Net Asset Value
Certification Date and (ii) amount of Special Dividend per
Share
|
18
September 2024 *
|
Reduction
of Capital Hearing Date
|
24
September 2024 *
|
Reduction
of Capital Effective Date
|
1 October
2024 *
|
Payment of
Special Dividend
|
8
October 2024 *
|
Despatch of
balance Share certificates (in respect of Shares held in
certificated form) / Shares not cancelled pursuant to the Special
Dividend Offer returned to CREST accounts (in respect of Shares
held in uncertificated form)
|
8 October
2024 *
|
All
references are to London time
unless otherwise stated.
Each of
the times and dates in the expected timetable of events may be
extended or brought forward without further notice. If any of the
above times and/or dates change, the revised time(s) and/or date(s)
will be notified to Shareholders by an announcement through an
RIS.
* These
dates are provisional only. The exact dates may vary depending on
the Court timetable for the Reduction of Capital.
Terms
of the Special Dividend Offer
The Special
Dividend Offer is subject to the satisfaction (or, where
applicable, waiver) of certain conditions as set out in paragraph 2
of Part III of the Circular, and may be suspended or terminated in
certain circumstances as set out in paragraph 9 of Part III of the
Circular.
Subject to
all conditions of the Special Dividend Offer being satisfied (or
waived), Shareholders (other than Restricted Shareholders) will be
entitled to receive the Special Dividend on a number of Shares up
to their Basic Entitlement. The Basic Entitlement is such number of
Shares, rounded down to the nearest whole number, as represents 10
per cent. of the Shares they held as at the Special Dividend Record
Date. Shareholders may elect to receive the Special Dividend on a
number of Shares in excess of their Basic Entitlement, but any such
excess elections will be satisfied pro rata in proportion to the
amount elected in excess of the Basic Entitlement (rounded down to
the nearest whole number of Shares), to the extent that other
Shareholders elect to receive the Special Dividend on a number of
Shares which is less than their aggregate Basic Entitlement, or do
not elect to receive the Special Dividend at all.
Under the
Special Dividend Offer, all Shareholders will have the choice
either to:
-
do nothing and therefore
continue to hold all their Shares and benefit from any increase in
capital value delivered by the Company's future investment
performance, alongside any future income from regular dividends on
their holding; or
-
elect to receive the
Special Dividend, which will provide an opportunity to participate
in the one-off return of funds by the Company, on the basis that
they give up a part of their holding and the entitlement to future
regular dividends on such part of their holding.
The Special
Dividend will be paid to electing Shareholders in Sterling and in
the same manner as other dividends paid by the Company, including
for the purposes of UK taxation. Any Shareholder who is in any
doubt about their tax position is recommended to seek appropriate
independent professional advice without delay.
All
Shareholders are being given the chance to elect to receive the
Special Dividend. However, it is up to Shareholders to decide
whether they wish to elect to receive the Special Dividend or not,
and there is no obligation to do so. Shareholders may make this
choice in the light of their own circumstances and individual tax
considerations.
The amount
of the Special Dividend per Share will represent an amount equal to
97.5 per cent. of the Net Asset Value per Share as at the Net Asset
Value Certification Date (expected to be 6.00 p.m. on 17 September
2024). Shareholders should note that this date will be after
the end of the Special Dividend election period, so Shareholders
will not know the precise amount of the Special Dividend they will
receive at the time that they make their elections. The Net Asset
Value per Share will be calculated in accordance with the
provisions set out in paragraph 3 of Part III of the
Circular.
Each
Shareholder who has elected to receive the Special Dividend will
have their Shares on which the Special Dividend is paid cancelled
for no payment pursuant to the Reduction of Capital, thereby
reducing the number of Shares owned by the Shareholder. While the
Shareholder will receive the Special Dividend on the Shares in
respect of which their Election has been accepted, they will not be
entitled to receive any dividend declared after the Special
Dividend Record Date by the Company on those Shares. For the
avoidance of doubt, all Shareholders, whether or not they
participate in the Special Dividend Offer, will be entitled to the
first interim dividend which will be paid on 30 August 2024.
Shareholders
should note that all Shares in respect of which Shareholders have
made an election to participate in the Special Dividend Offer will
be held in escrow by the Receiving Agent, Link Group, and may not
be sold, transferred, charged or otherwise disposed of other than
in accordance with the Special Dividend Offer.
This
summary should be read in conjunction with the full text of the
Circular. Capitalised terms shall have the meaning attributed to
them in the Circular unless otherwise defined in this
announcement.
For
further information, please contact:
Naomi Rogers
For and on
behalf of Invesco Asset Management Limited
Corporate
Secretary to Invesco Perpetual UK Smaller Companies Investment
Trust plc
Email:
investmenttrusts@invesco.com
+44 (0)20
7543 3591
Will Ellis / John
Armstrong-Denby
Invesco
Asset Management
+44 (0)20
7543 3500
William Simmonds / Rupert
Budge
J.P. Morgan
Cazenove
+44 (0)20
3493 8000
19 July 2024
LEI:
549300K1D1P23R8U4U50
Important
notices
This
announcement does not constitute or form part of an offer or
invitation, or a solicitation of any offer or invitation, to
purchase any Shares or other securities.
Shareholders
are advised to read, with care and in full, the Circular and the
Notice of General Meeting (to be made available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism),
which contains the terms and conditions of the matters dealt with
in this announcement. Any decision to elect to participate in the
Special Dividend should be made only on the basis of the
information included in the Circular and the Notice of General
Meeting.
The
Directors make no recommendation to Shareholders as to whether or
not they should elect to participate in the Special Dividend Offer.
Whether or not Shareholders decide to elect to participate in the
Special Dividend Offer will depend, amongst other factors, on their
view of the Company's prospects and their own individual
circumstances, including their own tax position.
Shareholders
who are in any doubt as to the contents of the Circular or as to
the action to be taken should immediately consult an appropriately
qualified independent financial adviser authorised under FSMA if in
the United Kingdom, or from
another appropriately authorised independent financial adviser if
in a territory outside of the United
Kingdom.
Notice
for US Shareholders
The Special
Dividend Offer relates to securities in a non-US company which is
registered in the UK and is subject to the disclosure requirements,
rules and practices applicable to companies listed in the UK, which
differ from those of the US in certain material respects. The
Circular has been prepared in accordance with UK style and practice
for the purpose of complying with English law, and US Shareholders
should read the entire Circular. The financial information relating
to the Company, which is available for review on the Company's
website, has not been prepared in accordance with generally
accepted accounting principles in the US and thus may not be
comparable to financial information relating to US
companies.
The Special
Dividend Offer will be made in the US in accordance with the
requirements of Regulation 14E under the US Exchange Act to the
extent applicable and otherwise in accordance with the requirements
of UK legislation. Accordingly, the Special Dividend Offer will be
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments, that may be different from those
applicable under US domestic tender offer procedures and law. US
Shareholders should note that the Shares are not listed on a US
securities exchange and the Company is not subject to the periodic
reporting requirements of the US Exchange Act and is not required
to, and does not, file any reports with the US Securities and
Exchange Commission thereunder.
It may be
difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Special Dividend Offer under US
federal securities laws since the Company is located outside the US
and most of its officers and directors may reside outside the US.
It may not be possible to sue a non-US company or its officers or
directors in a non-US court for violations of US federal securities
laws. It also may not be possible to compel a non-US company or its
affiliates to subject themselves to a US court's
judgment.
In
accordance with normal UK market practice and pursuant to Rule
14e-5(b) of the US Exchange Act, the Company, its nominees, its
brokers (acting as agents) or any of their respective affiliates
may from time to time make certain purchases of, or arrangements to
purchase, Shares outside the United
States, other than pursuant to the Special Dividend Offer,
before or during the period in which the Special Dividend Offer
remains open for acceptance. These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the United
Kingdom and, if required, will be reported to the Regulatory
Information Service of the London Stock Exchange and will be
available on the London Stock Exchange website at
http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.
The
Circular does not address the US federal income tax considerations
applicable to any investment in the Shares or any participation in
the Special Dividend Offer. US shareholders should consult their
own tax advisers regarding the US federal income tax consequences
of any such investment or participation.
This
announcement has not been approved, disapproved or otherwise
recommended by the US Securities and Exchange Commission or any US
state securities commission and such authorities have not confirmed
the accuracy or determined the adequacy of this announcement. Any
representation to the contrary is a criminal offence in the
US.