Conversion of Securities

RNS Number : 3821Q

Standard Life UK Small.Co's Tst PLC

09 April 2009

 



STANDARD LIFE UK SMALLER COMPANIES TRUST PLC

CONVERSION OF SHARES AND PROGRESS ON PORTFOLIO REORGANISATION

8 April 2009

The Board of Standard Life UK Smaller Companies Trust PLC ('Standard Life Smaller' or the 'Company') is pleased to announce that Standard Life Investments Limited ('SLI'), the Manager of the Company, has realigned close to 90 per cent. of the Continuation Fund (representing the interests of those shareholders in Gartmore Smaller Companies Trust P.L.C. ('Gartmore Smaller') who chose to rollover their investments into Continuation Shares in Standard Life Smaller earlier this year). 

The Company is in a position to convert approximately 88.3 per cent of the Continuation Shares into new Ordinary Shares of Standard Life Smaller.  The completion of the reorganisation and realisation process in the Continuation Fund is scheduled to take up to 12 months following the rollover from Gartmore Smaller becoming effective in February 2009 and the Board of Standard Life Smaller is pleased that such significant progress has been made in the first two months of the exercise.

Based on the respective unaudited net asset values of 99.0791p per Ordinary Share and 94.5027p per Continuation Share as at 31 March 2009, a conversion ratio of 1 Continuation Share to 0.953810 Ordinary Shares has been established which will result in 27,545,948 Continuation Shares converting into 26,273,612 new Ordinary Shares in Standard Life Smaller with 3,643,877 Continuation Shares remaining.  For illustration (and dependent on rounding) a shareholder holding 1,000 Continuation Shares would receive 842 new Ordinary Shares from the conversion of 883 Continuation Shares and would retain 117 Continuation Shares to be converted at a later date.

The new Ordinary Shares will rank pari passu with existing Ordinary Shares in Standard Life Smaller in all respects, including for future dividends paid by the Company.

As part of its discount control measures, the Company will introduce discretionary periodic tender offers from June 2010 as described in more detail in the circular published by the Company on 23 December 2008. In the meantime, the Company intends to use its annual share buyback authority to seek to maintain a discount level of less than 10 per cent. on the enlarged Company's Ordinary Shares under normal market conditions and subject to the best interests of shareholders as a whole.

It is expected that, conditional on admission of the new Ordinary Shares to listing on the Official List of the UKLA and to trading on the main market of the London Stock Exchange, the conversion of Continuation Shares into new Ordinary Shares will take place at 8.00 am on 14 April 2009, with dealings in new Ordinary Shares expected to commence at 8.00 am on 14 April 2009.  Application has been made for admission of the new Ordinary Shares to listing on the Official List of the UKLA and to trading on the main market of the London Stock Exchange accordingly.  To facilitate the conversion, at the time the conversion becomes effective, the remaining Continuation Shares will be assigned the new ISIN number of GB00B3QMX901.

It is expected that the new Ordinary Shares will be credited to CREST accounts at 8.00 a.m. on 14 April 2009. It is expected that (i) documents of title in respect of certificated holdings and (ii) a confirmation note in respect of all holdings specifying the conversion ratio, number of Continuation Shares converted, new Ordinary Shares issued and balance of Continuation Shares retained by each holder of Continuation Shares, will in both cases be dispatched to Continuation Shareholders on 14 April 2009.

The Company has also been informed by the joint liquidators appointed in respect of the winding-up of Gartmore Smaller (the 'Liquidators') that the Realisation Fund (for the benefit of those shareholders in Gartmore Smaller who elected to receive cash in the reconstruction and winding up of Gartmore Smaller) has now been approximately 93 per cent. realised, following the ongoing liquidation of its investments.  The Liquidators have made an initial liquidation distribution of £2.81 per share to Gartmore Smaller shareholders who elected to receive cash and have mailed cheques to certificated holders and credited CREST accounts of uncertificated holders. The Liquidators have confirmed that, as at 27 March 2009, the unaudited net asset value of a Realisation Share was £3.11 (prior to the liquidation distribution of £2.81).  Any questions in relation to this distribution should be directed to the Liquidators.

For comparative purposes only, in the scheme of reconstruction of Gartmore Smaller, ordinary shareholders of Gartmore Smaller who elected to receive cash received one Realisation Share in Gartmore Smaller and those ordinary shareholders who elected to rollover their investment into Standard Life Smaller received approximately 3.30 new Continuation Shares for each Gartmore Smaller share rolling over. The aggregate unaudited net asset value of 3.30 Continuation Shares as at 31 March 2009 was £3.11 i.e. the same as the unaudited net asset value of a Realisation Share at 27 March 2009, as described above.

Enquiries

In relation to the Ordinary Shares and Continuation Shares in Standard Life Smaller

Douglas Armstrong, Dickson Minto WS

Tel.  [phone]

Gordon Humphries, Standard Life Investments

Tel. [phone]

In relation to the Realisation Shares in Gartmore Smaller (in liquidation)

Mark McCartney, Ernst & Young LLP

Tel. [phone]

 

END

 

 

CONILFLESDITIIA