Edinburgh Small Companies Trust plc
24 August 2006
For immediate release
24 August 2006
EDINBURGH SMALL COMPANIES TRUST PLC
Notice of Meeting
7 3/4 per cent Debenture Stock 2023
On 20 July 2006 the Board wrote to the Company's shareholders (and copied the
circular, for information only, to debentureholders) concerning the future of
the Company. In summary, the Board stated that it intended:
(i) to propose a tender offer for up to 50 per cent. of the Company's issued
ordinary shares;
(ii) before posting the tender offer documents to shareholders, to convene a
meeting of debentureholders to seek approval to repay the same proportion of the
debenture as shares are retired under the tender offer; and
(iii) should the tender offer attract tenders in excess of 50 per cent. of the
shares in issue, the tender offer would not proceed and the Company would be
placed into voluntary liquidation.
The Company has today written to debentureholders giving notice of the meeting
referred to in (ii) above. The meeting has been convened for 11 a.m. on 18
September 2006.
It is proposed that the terms of the Trust Deed be amended by an extraordinary
resolution of the debentureholders to provide for the Company, at its
discretion, to redeem the debenture early in certain circumstances.
The redemption price will be the higher of par and the price at which the gross
redemption yield on the debenture is equal to the gross redemption yield on the
8 per cent. Treasury Stock 2021 (at 11.00 a.m. two business days before the
redemption date) plus 0.10 per cent., together in each case with interest
accrued to and including the redemption date.
The amount of stock that the Company may elect to redeem is:
(A) if between 0 per cent. and 50 per cent. of the Company's shares are tendered
in the Tender Offer: the same percentage of the aggregate nominal amount of the
Stock outstanding on the day notice is given of early redemption; each
Stockholder will have his/her holding (as at the Redemption Date) reduced pro
rata, and be paid the redemption monies in respect thereof; or
(B) if over 50 per cent. of the Company's shares are tendered in the Tender
Offer and the Company is placed into voluntary liquidation: all of the Stock
(redemption will occur no later than the Business Day immediately prior to
liquidation).
The Company has consulted the holders of approximately 73 per cent. in aggregate
nominal amount of the Stock, who have indicated that it is their current
intention to vote in favour of the Extraordinary Resolution necessary to give
effect to the Proposal in respect of holdings over which they have the
discretion to vote, or to recommend to their non-discretionary clients that they
do the same.
Further information:
Robin Archibald/ Nathan Brown, Winterflood Investment Trusts (financial adviser
to the Company), 020 7621 5564/5572
Francis Burkitt, JPMorgan Cazenove (adviser concerning the Debenture Stock), 020
7155 4924
A copy of the above document will be submitted shortly to the UK Listing
Authority and will be available for inspection at the UK Listing Authority's
Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. 020 7066 1000
Capitalised terms in this announcement are as defined in the Company's circular
to debentureholders dated 24 August 2006.
This information is provided by RNS
The company news service from the London Stock Exchange
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