Conversion of Securities

RNS Number : 1586X

Standard Life UK Small.Co's Tst PLC

26 August 2015

 

CULS Conversion

STANDARD LIFE UK SMALLER COMPANIES TRUST PLC
3.5 per cent. Convertible Unsecured Loan Stock 2018

Reminder to CULS Holders of Conversion Rights

Standard Life UK Smaller Companies Trust plc (the "Company") reminds holders ("CULS Holders") of 3.5 per cent. convertible unsecured loan stock 2018 ("CULS") constituted by the Trust Deed dated 28 March 2011 that they have the right to convert ("Conversion Rights") the whole or such part (being an integral multiple of £1 nominal) of their CULS as they may specify into fully paid ordinary shares of 25p each in the capital of the Company ("Ordinary Shares") at any time during the period of twenty-eight days ending on 30 September 2015 (the "Conversion Date") in accordance with the terms of issue of the CULS which were set out in the prospectus of the Company dated 2 March 2011.

This announcement is issued by way of a reminder only and is not to be read as a recommendation to CULS Holders to exercise their Conversion Rights. You are not obliged to exercise your right to convert and if you do not convert on this occasion you will have further opportunities to do so in March and September each year up to March 2018. Reminder notices will be issued via an RIS to CULS Holders who do not exercise their Conversion Rights in full on this occasion of their rights to convert at subsequent opportunities.

The market prices of Ordinary Shares and CULS (as derived from the London Stock Exchange's Daily Official List) and Net Asset Value ("NAV") of the Ordinary Shares (derived from Morningstar) are as follows:

	Ordinary Share Price (p)	CULS 2018 Price (p)	NAV (Diluted including income) per Ordinary share (p)
1 April 2015	286.50	122.50	313.30
1 May 2015	285.00	122.50	321.93
1 June 2015	312.50	122.50	338.98
1 July 2015	308.25	125.00	339.41
3 August 2015	324.50	126.50	357.98
25 August 2015	320.25	129.00	346.23

Basis of Conversion

The number of Ordinary Shares to be issued by the Company on the exercise of a Conversion Right shall be determined by dividing the nominal amount of the CULS to be converted by the conversion price of 237.2542 pence.  Fractions of Ordinary Shares will not be issued on the exercise of Conversion Rights, and no payment of cash or other adjustment will be made in lieu thereof.

Financial Illustration

£10,000 invested at launch of CULS in 2011

	Launch of CULS 31 March 2011	25 August 2015
Ordinary shares dividend yield	1.3%	1.5%
CULS yield	3.5%	2.7%
CULS price	£1.00	£1.29
Ordinary share price	£2.13	£3.20

Assuming conversion on 30 September 2015 and based on current share prices, conversion of £10,000 nominal CULS would convert into 4,215 Ordinary Shares and be valued at £13,498, compared to the £10,000 nominal CULS holding value of £12,900.

CULS held in certificated form

Holders of CULS in certificated form should refer to the instructions on their CULS certificate(s).  In order to exercise the Conversion Rights which are conferred by any CULS held in certificated form, the CULS Holder must lodge the relevant CULS certificate(s) at the offices of the Company's Registrars, Computershare Priority Application, Corporate Actions, Bristol BS99 6AJ by 1.00pm on 30 September 2015, having completed and signed the notice of exercise of Conversion Rights thereon. If your CULS certificate has been lost, defaced or destroyed, please write to the Registrar at the above address, advising them of such loss and requesting them to send you a letter of indemnity for completion and return. A form of nomination, if required, should be requested from the Registrar. Once lodged, a notice of exercise of Conversion Rights shall be irrevocable, save with the consent of the Company.

CULS held in uncertificated form

CREST members should refer to the CREST Manual for information on the CREST procedures and authentication required to effect conversion. The Conversion Rights which are conferred by any CULS held in uncertificated form shall be exercisable if an Uncertificated Conversion Notice is received by 1.00pm on 30 September 2015. The prescribed form of Uncertificated Conversion Notice is an Unmatched Stock Event ("USE") instruction which, on settlement will have the effect of crediting a stock account of the Registrar in accordance with the details specified below.  The USE instruction must be properly authenticated in accordance with Euroclear's specifications and must contain the following details in addition to any other information required:

(a)  the nominal amount of CULS in respect of which Conversion Rights are being exercised;

(b)  the participant ID of the CULS Holder;

(c)  the member account ID of the CULS Holder;

(d)  the Registrar's participant ID: this is: 0RA32;

(e)  the Registrar's member account ID:  this is: STANDARD;

(f)   the corporate action number, which will be allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;

(g)  the corporate action ISIN:       this is: GB00B3YX0W77 and

(h)  the intended settlement date: this will be 30 September 2015.

The USE instruction should be input to settle by no later than 1.00pm on 30 September 2015 in order to receive Ordinary Shares arising from conversion within 14 days thereafter. Once lodged, an Uncertificated Conversion Notice shall be irrevocable, save with the consent of the Company.

Notes

Ordinary Shares arising on conversion will be sent in certificated form where CULS are held in certificated form, and un-certificated form where CULS are held in un-certificated form.   

Ordinary Shares allotted pursuant to the exercise of Conversion Rights will be allotted not later than 14 days after, and with effect from, the Conversion Date.

Certificates for Ordinary Shares, and certificates for the balance of any CULS not converted, will be despatched to holder(s) in accordance with their instructions not later than 28 days after 30 September 2015.

The Registrar will instruct Euroclear to credit the Participant ID and Member ID Account as specified in validly received Uncertificated Conversion Notices with the number of Ordinary Shares arising on conversion, and the balance of any CULS not converted, not later than 14 days after and with effect from the Conversion Date.

Interest is due on the CULS issued by the Company for the six months to 29 September 2015. The payment will be made on 30 September 2015 to CULS holders on the register on 4 September 2015.  The ex-date is 3 September 2015.

Enquiries

If you have any queries regarding the above procedures, these should be referred to the Company's Registrar, Computershare Investor Services PLC, on tel. [phone] (from within the UK) or on [phone] (from outside the UK). This helpline is available between 9.00am and 5.30pm (UK time) Monday to Friday (except UK public holidays). Please note that calls may be monitored or recorded.

For and on behalf of Standard Life UK Smaller Companies Trust plc

26 August 2015

 

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